exv4w1



 





Exhibit 4.1




HELIX ENERGY SOLUTIONS GROUP, INC., as Issuer,




the Guarantors party hereto




and




WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee




 






INDENTURE




Dated as of December 21, 2007




 






9.5% Senior Notes due 2016

 






 









 





CROSS-REFERENCE TABLE*




	 	 	 
	TRUST INDENTURE	 	 
	ACT SECTION	 	INDENTURE SECTION
	310 (a)(1)

	 	 7.10
	(a)(2)

	 	 7.10
	(a)(3)

	 	 N.A.
	(a)(4)

	 	 N.A.
	(a)(5)

	 	 7.10
	(b)

	 	 7.10
	(c)

	 	 N.A.
	311 (a)

	 	 7.11
	(b)

	 	 7.11
	(c)

	 	 N.A.
	312 (a)

	 	 2.06
	(b)

	 	 12.03
	(c)

	 	 12.03
	313 (a)

	 	 7.06(a)
	(b)(1)

	 	 N.A.
	(b)(2)

	 	 7.06(a)
	(c)

	 	 7.06(a), 12.02
	(d)

	 	 7.06(b)
	314 (a)

	 	 4.04(b)
	(a)(4)

	 	 12.05(a)
	(b)

	 	 N.A.
	(c)(1)

	 	 N.A.
	(c)(2)

	 	 N.A.
	(c)(3)

	 	 N.A.
	(d)

	 	 N.A.
	(e)

	 	 12.05(a)
	(f)

	 	 N.A.
	315 (a)

	 	 N.A.
	(b)

	 	 N.A.
	(c)

	 	 N.A.
	(d)

	 	 N.A.
	(e)

	 	 N.A.
	316 (a)(last sentence)

	 	 N.A.
	(a)(1)(A)

	 	 N.A.
	(a)(1)(B)

	 	 6.04
	(a)(2)

	 	 N.A.
	(b)

	 	 N.A.
	(c)

	 	 12.14(d)
	317 (a)(1)

	 	 N.A.
	(a)(2)

	 	 N.A.
	(b)

	 	 N.A.






i









 






	 	 	 
	TRUST INDENTURE	 	 
	ACT SECTION	 	INDENTURE SECTION
	318 (a)

	 	 N.A.
	(b)

	 	 N.A
	(c)

	 	 12.10








 




			
	 	 	N.A. means not applicable.
	 
	*	 	This Cross-Reference Table is not part of the Indenture.






ii









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	CROSS-REFERENCE TABLE
	 	 	i	 
	 
	 	 	 	 
	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	36	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	36	 
	Section 1.04. Rules of Construction
	 	 	37	 
	 
	 	 	 	 
	ARTICLE TWO THE NOTES
	 	 	37	 
	 
	 	 	 	 
	Section 2.01. Form And Dating
	 	 	37	 
	Section 2.02. Execution and Authentication
	 	 	39	 
	Section 2.03. Methods of Receiving Payments on the Notes
	 	 	40	 
	Section 2.04. Registrar and Paying Agent
	 	 	40	 
	Section 2.05. Paying Agent to Hold Money in Trust
	 	 	41	 
	Section 2.06. Holder Lists
	 	 	41	 
	Section 2.07. Transfer and Exchange
	 	 	41	 
	Section 2.08. Replacement Notes
	 	 	57	 
	Section 2.09. Outstanding Notes
	 	 	57	 
	Section 2.10. Treasury Notes
	 	 	58	 
	Section 2.11. Temporary Notes
	 	 	58	 
	Section 2.12. Cancellation
	 	 	58	 
	Section 2.13. Defaulted Interest
	 	 	59	 
	Section 2.14. CUSIP Numbers
	 	 	59	 
	Section 2.15. Additional Interest
	 	 	59	 
	Section 2.16. Issuance of Additional Notes
	 	 	59	 
	 
	 	 	 	 
	ARTICLE THREE REDEMPTION AND PREPAYMENT
	 	 	60	 
	 
	 	 	 	 
	Section 3.01. Notice to Trustee
	 	 	60	 
	Section 3.02. Selection of Notes to Be Redeemed
	 	 	60	 
	Section 3.03. Notice of Redemption
	 	 	61	 
	Section 3.04. Effect of Notice of Redemption
	 	 	62	 
	Section 3.05. Deposit of Redemption Price
	 	 	62	 
	Section 3.06. Notes Redeemed in Part
	 	 	62	 
	Section 3.07. Optional Redemption
	 	 	62	 
	Section 3.08. Mandatory Redemption
	 	 	63	 
	Section 3.09. Application of Trust Money
	 	 	63	 






iii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE FOUR COVENANTS
	 	 	63	 
	 
	Section 4.01. Payment of Notes
	 	 	63	 
	Section 4.02. Maintenance of Office or Agency
	 	 	64	 
	Section 4.03. Reports
	 	 	64	 
	Section 4.04. Compliance Certificate
	 	 	65	 
	Section 4.05. Taxes
	 	 	66	 
	Section 4.06. Stay, Extension and Usury Laws
	 	 	66	 
	Section 4.07. Incurrence of Indebtedness and Issuance of Disqualified Stock
	 	 	66	 
	Section 4.08. Restricted Payments
	 	 	71	 
	Section 4.09. Transactions With Affiliates
	 	 	76	 
	Section 4.10. Liens
	 	 	78	 
	Section 4.11. Asset Sales
	 	 	78	 
	Section 4.12. Issuances Of Guarantees By Restricted Subsidiaries
	 	 	83	 
	Section 4.13. Limitation on Issuances and Sales of Preferred Stock of Restricted Subsidiaries
	 	 	84	 
	Section 4.14. Dividend and other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	85	 
	Section 4.15. Sale Leaseback Transactions
	 	 	87	 
	Section 4.16. Lines of Business
	 	 	87	 
	Section 4.17. Unrestricted Subsidiaries
	 	 	87	 
	Section 4.18. Payments for Consent
	 	 	89	 
	Section 4.19. Offer to Repurchase Upon a Change of Control
	 	 	90	 
	Section 4.20. Corporate Existence
	 	 	93	 
	 
	 	 	 	 
	ARTICLE FIVE SUCCESSORS
	 	 	93	 
	 
	 	 	 	 
	Section 5.01. Consolidation, Merger and Sale of Assets
	 	 	93	 
	 
	 	 	 	 
	ARTICLE SIX DEFAULTS AND REMEDIES
	 	 	96	 
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	96	 
	Section 6.02. Acceleration
	 	 	98	 
	Section 6.03. Other Remedies
	 	 	99	 
	Section 6.04. Waiver of Past Defaults
	 	 	100	 
	Section 6.05. Control by Majority
	 	 	100	 
	Section 6.06. Limitation on Suits
	 	 	100	 
	Section 6.07. Rights of Holders of Notes to Receive Payment
	 	 	101	 
	Section 6.08. Collection Suit by Trustee
	 	 	101	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	101	 
	Section 6.10. Priorities
	 	 	102	 
	Section 6.11. Undertaking for Costs
	 	 	102	 
	 
	 	 	 	 
	ARTICLE SEVEN TRUSTEE
	 	 	103	 
	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	103	 
	Section 7.02. Certain Rights of Trustee
	 	 	104	 
	Section 7.03. Individual Rights of Trustee
	 	 	105	 
	Section 7.04. Trustee’s Disclaimer
	 	 	105	 






iv









 






	 	 	 	 	 
	 	 	Page
	Section 7.05. Notice of Default
	 	 	105	 
	Section 7.06. Reports by Trustee to Holders of the Notes
	 	 	106	 
	Section 7.07. Compensation and Indemnity
	 	 	106	 
	Section 7.08. Replacement of Trustee
	 	 	107	 
	Section 7.09. Successor Trustee by Merger, Etc
	 	 	108	 
	Section 7.10. Eligibility; Disqualification
	 	 	108	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	109	 
	 
	 	 	 	 
	ARTICLE EIGHT DEFEASANCE AND COVENANT DEFEASANCE
	 	 	109	 
	 
	 	 	 	 
	Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	109	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	109	 
	Section 8.03. Covenant Defeasance
	 	 	110	 
	Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance
	 	 	110	 
	Section 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	112	 
	Section 8.06. Repayment to the Company
	 	 	113	 
	Section 8.07. Reinstatement
	 	 	113	 
	 
	 	 	 	 
	ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	113	 
	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Notes
	 	 	113	 
	Section 9.02. With Consent of Holders of Notes
	 	 	115	 
	Section 9.03. Compliance with Trust Indenture Act
	 	 	117	 
	Section 9.04. Revocation and Effect of Consents
	 	 	117	 
	Section 9.05. Notation on or Exchange of Notes
	 	 	117	 
	Section 9.06. Trustee to Sign Amendments, Etc
	 	 	118	 
	 
	 	 	 	 
	ARTICLE TEN GUARANTEES
	 	 	118	 
	 
	 	 	 	 
	Section 10.01. Guarantee
	 	 	118	 
	Section 10.02. Limitation on Guarantor Liability
	 	 	119	 
	Section 10.03. Execution and Delivery of Guarantee
	 	 	120	 
	Section 10.04. Releases of Guarantors
	 	 	121	 
	 
	 	 	 	 
	ARTICLE ELEVEN SATISFACTION AND DISCHARGE
	 	 	122	 
	Section 11.01. Satisfaction and Discharge
	 	 	122	 
	Section 11.02. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	123	 
	Section 11.03. Repayment to the Company
	 	 	123	 
	 
	 	 	 	 
	ARTICLE TWELVE MISCELLANEOUS
	 	 	124	 
	 
	 	 	 	 
	Section 12.01. No Adverse Interpretation of Other Agreements
	 	 	124	 
	Section 12.02. Notices
	 	 	124	 






v









 






	 	 	 	 	 
	 	 	Page
	Section 12.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	125	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	125	 
	Section 12.05. Statements Required in Certificate or Opinion
	 	 	125	 
	Section 12.06. Rules by Trustee and Agents
	 	 	126	 
	Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	126	 
	Section 12.08. Governing Law
	 	 	126	 
	Section 12.09. Consent to Jurisdiction
	 	 	126	 
	Section 12.10. Trust Indenture Act Controls
	 	 	127	 
	Section 12.11. Successors
	 	 	127	 
	Section 12.12. Severability
	 	 	127	 
	Section 12.13. Counterpart Originals
	 	 	127	 
	Section 12.14. Acts of Holders
	 	 	127	 
	Section 12.15. Benefit of Indenture
	 	 	129	 
	Section 12.16. Table of Contents, Headings, Etc
	 	 	129	 






vi









 







	 	 	 
	Exhibits:	 	 
	Exhibit A1

	 	FORM OF NOTE
	Exhibit A2

	 	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF NOTATION OF GUARANTEE
	Exhibit E

	 	FORM OF GUARANTOR SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS






vii









 





     INDENTURE (this “Indenture”), dated as of December 21, 2007, among Helix Energy
Solutions Group, Inc., a Minnesota corporation (the “Company”), the Initial Guarantors (as
defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).



     The Company, the Initial Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders (as defined below) of the 9.5% Senior
Notes due 2016 (the “Initial Notes” and, together with any Exchange Notes and Additional
Notes, each as defined herein, the “Notes”):



ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01. Definitions.




     “144A Global Note” means a global note substantially in the form of Exhibit A1 hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of,
and registered in the name of, the Depositary or its nominee that shall be issued in a denomination
equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.



     “Acquired Debt” means Indebtedness of a Person (1) existing at the time such Person
becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from
such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired
Debt shall be deemed to be incurred on the date of the related acquisition of assets from any
Person or the date the acquired Person becomes a Restricted Subsidiary, as the case may be.



     “Additional Assets” means (i) any assets or property (other than cash, Cash
Equivalents or securities) used in a Permitted Business or any business ancillary thereto, (ii)
Investments in any other Person engaged in a Permitted Business or any business ancillary thereto
(including the acquisition from third parties of Capital Stock of such Person) as a result of which
such other Person becomes a Restricted Subsidiary, (iii) the acquisition from third parties of
Capital Stock of a Restricted Subsidiary or (iv) Permitted Business Investments.



     “Additional Interest” means any additional interest payable pursuant to a Registration
Rights Agreement.



     “Additional Notes” means any further Notes (other than (i) the Initial Notes issued on
the date of this Indenture and (ii) any Exchange Notes issued in exchange for the Initial Notes)
issued under this Indenture in accordance with the



1









 







terms of this Indenture, including Sections 2.01(e), 2.02, 2.16 and 4.07 hereof, as part of
the same series as the Initial Notes issued on the date hereof, ranking equally with those Initial
Notes and having identical terms and conditions to the Initial Notes (in all respects other than
(a) the date of issuance, (b) the issue price, (c) rights under a related Registration Rights
Agreement, if any, (d) at the option of the Company, as to the payment of interest accruing prior
to the issue date of such Additional Notes, and (e) the first payment of interest following the
issue date of such Additional Notes), subject to compliance with Article Two hereof. The Initial
Notes, any Additional Notes subsequently issued under this Indenture and all Exchange Notes issued
in exchange therefor shall be treated as a single class for all purposes under this Indenture,
including, without limitation, directions, waivers, amendments, consents, redemptions and offers to
purchase.



     “Affiliate” means, with respect to any specified Person: (1) any other Person directly
or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person or (2) any executive officer or director of any such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Agent” means any Registrar, Paying Agent or co-registrar.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.



     “Asset Sale” means any sale, issuance, conveyance, transfer, lease or other
disposition (including, without limitation, by way of merger or consolidation or sale and leaseback
transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of
related transactions, of:



     (1) any Capital Stock of any Restricted Subsidiary (other than director’s qualifying shares or
shares required by applicable law to be held by a Person other than the Company or a Restricted
Subsidiary);



     (2) all or substantially all of the properties and assets of any division or line of business
of the Company or any Restricted Subsidiary; or



     (3) any other properties, assets or rights of the Company or any Restricted Subsidiary other
than in the ordinary course of business.



     For the purposes of this definition, the term “Asset Sale” shall not include:



     (A) any transfer of properties and assets that is governed by the provisions described under
Section 5.01 or Section 4.19;



2









 





     (B) any transfer of properties, assets and rights that is by the Company to any Restricted
Subsidiary or Guarantor, or by any Restricted Subsidiary to the Company or any Restricted
Subsidiary or Guarantor, which are not made in breach of the terms of this Indenture;



     (C) any transfer of properties, assets and rights that would be within the definition of a (i)
“Restricted Payment” under Section 4.08 hereof and would be permitted to be made as a Restricted
Payment (and shall be deemed a Restricted Payment) under Section 4.08 hereof or (ii) “Permitted
Investment”;



     (D) the trade, sale or exchange of Cash Equivalents, or the trade, sale, exchange or other
disposition of (i) obsolete assets or (ii) other obsolete property no longer suitable for use in
any Permitted Business;



     (E) the abandonment or relinquishment of assets or property in the ordinary course of business
including, without limitation, the abandonment, relinquishment or farm-out of oil and gas
properties, leases, concessions or drilling or exploration rights or interests therein;



     (F) the transfer of Property received in settlement of debts owing to such Person as a result
of foreclosure, perfection or enforcement of any Lien or debt, which debts were owing to such
Person in the ordinary course of its business;



     (G) any Production Payments and Reserve Sales, provided that any such Production Payments and
Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in
the Oil and Gas Business for geologists, geophysicists and other providers of technical services to
the Company or a Restricted Subsidiary) shall have been created, incurred, issued, assumed or
guaranteed in connection with the acquisition or financing of, and within 60 days after the
acquisition of, the Property that is subject thereto;



     (H) the licensing or sublicensing of intellectual property or other general intangibles to the
extent that such license does not prohibit the licensor from using the intellectual property and
licenses, leases or subleases of other property;



     (I) the creation or incurrence of any Lien;



     (J) the surrender or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind;



     (K) the Fair Market Value of which in the aggregate does not exceed $5.0 million in any
transaction or series of related transactions;



     (L) any sale or exchange of production of crude oil, natural gas and natural gas liquids, or
refined products or residual hydrocarbons made in the ordinary course of business; or



3









 





     (M) any lease, charter or similar arrangement with respect to assets or properties entered
into in the ordinary course of business and with respect to which the Company or any Restricted
Subsidiary is the lessor, charteror or similar party and the lessee, charter hiree or other similar
party has no option to purchase such assets or properties for less than fair market value at any
time the right to acquire such asset or property occurs.



     “Attributable Indebtedness” in respect of a Sale Leaseback Transaction means, at the
time of determination, the present value (discounted at the rate of interest implicit in such
transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such Sale Leaseback Transaction
(including any period for which such lease has been extended or may, at the option of the lessor,
be extended).



     “Average Life to Stated Maturity” means, as of the date of determination with respect
to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the
number of years from the date of determination to the date or dates of each successive scheduled
principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment
by (2) the sum of all such principal payments.



     “Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or
any similar United States federal or state law or foreign law relating to bankruptcy, insolvency,
receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” shall be deemed to have beneficial ownership of all such shares that such
“person” has the right to acquire, whether such right is exercisable immediately or only
after the passage of time. The term “Beneficial Ownership” shall have a corresponding
meaning.



     “Board of Directors” means, with respect to any Person, the board of directors,
management committee or other equivalent management entity of such Person or any committee thereof
duly authorized to act on behalf of such board or, in the case of a Person that is a partnership
that has no such management entity, one or more general partners of such Person.



     “Board Resolution” means, with respect to a Board of Directors, a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Person or, in the case of a Person that
is a partnership that has no such officers, the Secretary or an Assistant Secretary of a general
partner of such Person, to have been duly



4









 







adopted by such Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.



     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in both New York and the city in which the Corporate Trust
Office of the Trustee is located (which shall be in Minneapolis, Minnesota as of the Issue Date)
are authorized or obligated by law or executive order to close.



     “Cal Dive” means Cal Dive International, Inc., a Delaware corporation, and its
successors.



     “Capital Lease Obligation” of any Person means any obligation of such Person and its
Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement
conveying the right to use) real or personal property which, in accordance with GAAP, is required
to be recorded as a capitalized lease obligation.



     “Capital Stock” of any Person means any and all shares, units, interests,
participations, rights in or other equivalents (however designated) of such Person’s capital stock,
other equity interests whether now outstanding or issued after the date of this Indenture,
partnership interests (whether general or limited), joint venture interests, limited liability
company interests, any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities convertible into Capital
Stock), warrants or options exchangeable for or convertible into such Capital Stock.



     “Cash Equivalents” means




     (1) any evidence of Indebtedness issued or directly and fully guaranteed or insured
by the United States or any agency or instrumentality thereof,




     (2) deposits, time deposit accounts, certificates of deposit, money market deposits
or acceptances of (i) any financial institution having capital and surplus in excess of
$500 million that is a member of the Federal Reserve System and whose senior unsecured
debt is rated at least “A-1” by S&P, or at least “P-1” by Moody’s, or (ii)
any financial institution that is a lender under the Senior Credit Agreement,




     (3) commercial paper with a maturity of 365 days or less, from the date of
acquisition, issued by a Person (other than an Affiliate or Subsidiary of the Company)
organized and existing under the laws of the



5









 







United States of America, any state thereof or the District of Columbia and rated at
least “A-1” by S&P and at least “P1” by Moody’s,




     (4) repurchase agreements and reverse repurchase agreements relating to Indebtedness
of a type described in clause (1) above that are entered into with a financial institution
described in clause (2) above and mature within 365 days from the date of acquisition, and




     (5) money market funds which invest substantially all of their assets in securities
described in the preceding clauses (1) through (4).



     “Change of Control” means the occurrence of any of the following events:




     (1) any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly,
of more than 50% of the total outstanding Voting Stock of the Company or any Successor
Parent (measured by voting power rather than the number of shares); provided that no
Change of Control shall be deemed to occur by reason of the Company becoming a Subsidiary
of a Successor Parent;




     (2) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of the Company or any Successor Parent
(together with any new directors whose election to such board or whose nomination for
election by the stockholders of the Company or any Successor Parent, as the case may be,
was approved by a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for election was
previously so approved), cease for any reason to constitute a majority of such Board of
Directors then in office;




     (3) the Company or any Successor Parent consolidates with or merges with or into any
Person, or sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any such Person, or any such Person consolidates with
or merges into or with the Company or any Successor Parent, in any such event pursuant to
a transaction in which the outstanding Voting Stock of the Company or such Successor
Parent, as the case may be, is converted into or exchanged for cash, securities or other
property, other than any such transaction where




     (A) in the case of any such merger or consolidation involving the Company,
the outstanding Voting Stock of the Company is changed into or exchanged for (1)
Voting Stock of the surviving Person which is not Disqualified Stock or (2) cash,
securities and other property (other than Capital Stock of the surviving Person)
in an amount which could be paid by the



6









 







Company as a Restricted Payment under Section 4.08 hereof (and such amount
shall be treated as a Restricted Payment subject to the provisions of Section
4.08 hereof) and




     (B) immediately after such transaction, no “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is the Beneficial Owner, directly or indirectly, of more than 50%
of the total outstanding Voting Stock (measured by voting power rather than the
number of shares) of the surviving Person; or



     (4) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution
other than in a transaction which complies with Section 5.01 hereof.



     For purposes of this definition, any transfer of an equity interest of an entity that was
formed for the purpose of acquiring Voting Stock of the Company will be deemed to be a transfer of
such portion of such Voting Stock as corresponds to the portion of the equity of such entity that
has been so transferred. Notwithstanding the foregoing, a Change of Control shall not be deemed to
occur upon the consummation of any actions undertaken by the Company or any Restricted Subsidiary
solely for the purpose of changing the legal structure of the Company or such Restricted
Subsidiary.



     “Clearstream” means Clearstream Banking, societe anonyme, Luxembourg.



     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned to it under the
Securities Act and the Exchange Act, then the body performing such duties at such time.



     “Company” means Helix Energy Solutions Group, Inc., a Minnesota corporation, until a
successor Person shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Company” shall mean such successor Person.



     “Consolidated Current Liabilities” as of the date of determination means the aggregate
amount of liabilities of the Company and its consolidated Restricted Subsidiaries, which may
properly be classified as current liabilities (including taxes accrued as estimated), on a
consolidated basis, after eliminating (1) all intercompany items between the Company and such
Restricted Subsidiaries and (2) all current maturities of long-term Indebtedness, all determined in
accordance with GAAP consistently applied.



7









 





     “Consolidated EBITDA” of any Person means, without duplication, the sum of
Consolidated Net Income (Loss), and in each case to the extent deducted in computing Consolidated
Net Income (Loss) for such period, Consolidated Interest Expense, Consolidated Income Tax Expense
and Consolidated Non-cash Charges for such period, of such Person and its Restricted Subsidiaries
on a Consolidated basis, all determined in accordance with GAAP, less all non-cash items increasing
Consolidated Net Income for such period and less all cash payments during such period relating to
non-cash charges that were added back to Consolidated Net Income in determining Consolidated EBITDA
in any prior period.



     “Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the
ratio of



     (a) Consolidated EBITDA for such period to



     (b) without duplication, the sum of Consolidated Interest Expense for such period and any cash
dividends paid on any Disqualified Stock or Preferred Stock of such Person and its Restricted
Subsidiaries during such period,



in each case after giving pro forma effect (as calculated in accordance with Article 11 of
Regulation S-X under the Securities Act or any successor provision) to, without duplication,




     (1) the incurrence of the Indebtedness giving rise to the need to make such
calculation and (if applicable) the application of the net proceeds therefrom, including
to refinance other Indebtedness, as if such Indebtedness was incurred, and the application
of such proceeds occurred, on the first day of such period;




     (2) the incurrence, repayment or retirement of any other Indebtedness by the Company
and its Restricted Subsidiaries since the first day of such period as if such Indebtedness
was incurred, repaid or retired at the beginning of such period (except that, in making
such computation, the amount of Indebtedness under any revolving credit facility shall be
computed based upon the average daily balance of such Indebtedness during such period);




     (3) in the case of Acquired Debt or any acquisition occurring at the time of the
incurrence of such Indebtedness, the related acquisition, assuming such acquisition had
been consummated on the first day of such period; and




     (4) any acquisition or disposition by the Company and its Restricted Subsidiaries of
any company or any business or any assets out of the ordinary course of business, whether
by merger, stock purchase or sale or asset purchase or sale, or any related repayment of
Indebtedness, in



8









 







each case since the first day of such period, assuming such acquisition or
disposition had been consummated on the first day of such period;



     provided that




     (1) in making such computation, the Consolidated Interest Expense attributable to
interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating
interest rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period and (B) which was not outstanding for any
part of the period for which the computation is being made but which bears, at the option
of such Person, a fixed or floating rate of interest, shall be computed by applying at the
option of such Person either the fixed or floating rate, and




     (2) in making such computation, the Consolidated Interest Expense of such Person
attributable to interest on any Indebtedness under a revolving credit facility computed on
a pro forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period.



     “Consolidated Income Tax Expense” of any Person means, for any period, the provision
for federal, state, local and foreign income taxes (including state franchise taxes accounted for
as income taxes in accordance with GAAP) of such Person and its Consolidated Restricted
Subsidiaries for such period as determined in accordance with GAAP.



     “Consolidated Interest Expense” of any Person means, without duplication, for any
period, the sum of



     (a) the interest expense, less interest income, of such Person and its Restricted Subsidiaries
for such period, on a Consolidated basis, including, without limitation,




     (1) amortization of debt discount (excluding amortization of capitalized debt
issuance costs),




     (2) the net cash costs associated with Interest Rate Agreements (including
amortization of discounts),




     (3) the interest portion of any deferred payment obligation,




     (4) all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers acceptance financing, and




     (5) accrued interest, plus



9









 





     (b) (1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled
to be paid or accrued by such Person and its Restricted Subsidiaries during such period, and




     (2) all capitalized interest of such Person and its Restricted Subsidiaries plus



     (c) the interest expense under any Guaranteed Debt of such Person and any Restricted
Subsidiary to the extent not included under any other clause hereof, whether or not paid by such
Person or its Restricted Subsidiaries, plus



     (d) dividend requirements of the Company with respect to Disqualified Stock and of any
Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable
solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the
case may be).



     “Consolidated Leverage” of any Person means (without duplication) the sum of the
aggregate outstanding amount of Indebtedness of such Person and its Restricted Subsidiaries.



     “Consolidated Leverage Ratio” of any Person means, as of any date of determination,
the ratio of (x) Consolidated Leverage of such Person at such date to (y) the aggregate amount of
Consolidated EBITDA of such Person for the period of the most recent four full fiscal quarters
ending prior to the date of such determination for which financial statements are available;
provided, however, that Consolidated Leverage and Consolidated EBITDA shall be subject to the same
pro forma adjustments as set forth in the definition of Consolidated Fixed Charge Ratio.



     “Consolidated Net Income (Loss)” of any Person means, for any period, the Consolidated
net income (or loss) of such Person and its Restricted Subsidiaries for such period on a
Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income (or loss), by excluding, without duplication,



     (1) all extraordinary gains or losses net of taxes (less all fees and expenses relating
thereto);



     (2) the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a
Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted
Subsidiaries to the extent that cash dividends or distributions have not actually been received by
such Person or one of its Consolidated Restricted Subsidiaries;



     (3) any gain or loss, net of taxes, realized upon the termination of any employee pension
benefit plan;



10









 





     (4) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of
dispositions of assets other than in the ordinary course of a Permitted Business (including,
without limitation, dispositions pursuant to sale and leaseback transactions, but excluding
transactions such as farmouts, sales of leasehold inventory, sales of working interests and proved
properties, and sales of undivided interests in drilling prospects);



     (5) the net income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income is not at the time
permitted, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders;



     (6) any write-downs of non-current assets, provided that any ceiling limitation write-downs
under Commission guidelines shall be treated as capitalized costs, as if such write-downs had not
occurred;



     (7) any cumulative effect of a change in accounting principles; and



     (8) all deferred financing costs written off, and premiums paid, in connection with any early
extinguishment of Indebtedness.



     “Consolidated Net Tangible Assets” as of any date of determination, means the total
amount of assets (less accumulated depreciation and amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) which would appear on a
consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and
after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included,
the amounts of:



     (1) minority interests in such consolidated Restricted Subsidiaries held by Persons other than
the Company or a Restricted Subsidiary;



     (2) excess of cost over fair value of assets of businesses acquired, as determined in good
faith;



     (3) any revaluation or other write-up in book value of assets subsequent to the Issue Date as
a result of a change in the method of valuation in accordance with GAAP consistently applied;



     (4) unamortized debt discount and expenses and other unamortized deferred charges, goodwill,
patents, trademarks, service marks, trade names, copyrights, licenses, organization or
developmental expenses and other intangible items;



11









 





     (5) treasury stock;



     (6) cash set apart and held in a sinking or other analogous fund established for the purpose
of redemption or other retirement of Capital Stock to the extent such obligation is not reflected
in Consolidated Current Liabilities; and



     (7) Investments in and assets of Unrestricted Subsidiaries.



     “Consolidated Net Worth” of any Person means, at any time, for such Person and its
Restricted Subsidiaries on a consolidated basis, an amount equal to (a) the consolidated assets of
the Person and its Restricted Subsidiaries minus (b) the consolidated liabilities of the Person and
its Restricted Subsidiaries at that time.



     “Consolidated Non-cash Charges” of any Person means, for any period, the aggregate
depreciation, depletion, amortization and exploration expense and other non-cash charges of such
Person and its Subsidiaries on a Consolidated basis for such period, as determined in accordance
with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for
any future period but including, without limitation, any non-cash charge arising from any grant of
Capital Stock, options to acquire Capital Stock, or other equity based awards).



     “Consolidation” means, with respect to any Person, the consolidation of the accounts
of such Person and each of its Subsidiaries if and to the extent the accounts of such Person and
each of its Subsidiaries would normally be consolidated with those of such Person, all in
accordance with GAAP. The term “Consolidated” shall have a similar meaning.



     “Contracting Services Business” means marine contracting services, including, without
limitation, services relating to (a) subsea construction and installation, pipelaying, well
workover, plugging and abandonment, and related repair and maintenance services, including
saturation diving and other diving services, (b) subsea construction, inspection, intervention,
coring and trenching services with remotely operated vehicles, (c) platform and subsea
infrastructure salvage operations, (d) subsea mining operations (including minerals other than
hydrocarbons), (e) drilling and completion of wells, (f) the provision of reservoir engineering and
well technology consulting services and (g) the development, construction, operation and provision
of production facilities to producers for purposes of processing hydrocarbons and other minerals on
such facilities.



     “Contracting Services Liens” means (i) Liens for salvage or general average for
amounts which are not delinquent or which are being contested in good faith and by appropriate
proceedings diligently conducted, (ii) Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary arising from vessel chartering, operations, drydocking,
maintenance, the furnishing of supplies or fuel to vessels and crews wages, in each case (A) of a



12









 







maritime lien nature and (B) for amounts which are not delinquent or which are being contested
in good faith.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to
the Company.



     “Credit Facility” means one or more debt facilities (including, without limitation,
the Senior Credit Agreement), commercial paper facilities or other debt instruments, indentures or
agreements, providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders, other financiers, or to special purpose entities
formed to borrow from (or sell such receivables to) such lenders or other financiers against such
receivables), letters of credit, bankers’ acceptances, borrowings, issuances or other debt
obligations, in each case, as amended, restated, modified, increased, renewed, extended, refunded,
restructured, supplemented, replaced or refinanced from time to time in whole or in part from time
to time, including, without limitation, any amendment increasing the amount of Indebtedness
incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties
thereto (whether or not such added or substituted parties are banks or other institutional
lenders), and in respect to the foregoing, any and all agreements and related documents from time
to time in effect.



     “Custodian” means the Trustee, as custodian with respect to the Notes in global form,
or any successor entity thereto.



     “Default” means any event which is, or after notice or passage of time or both would
be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.07 hereof, substantially in the form of Exhibit A1
hereto except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, the Person specified in Section 2.04 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provisions of this Indenture.



     “Disinterested Director” means, with respect to any transaction or series of related
transactions, a member of the Board of Directors of the Company who does not have any material
direct or indirect financial interest (other than as a shareholder or employee of the Company) in
or with respect to such transaction or series of related transactions.



13









 





     “Disqualified Stock” means any Capital Stock that, either by its terms or by the terms
of any security into which it is convertible or exchangeable or otherwise, is or upon the happening
of an event or passage of time would be, required to be redeemed prior to the final Stated Maturity
of the principal of the Notes or is redeemable at the option of the holder thereof at any time
prior to such final Stated Maturity (other than upon a change of control of or sale of assets by
the Company in circumstances where the Holders of the Notes would have similar rights), or is
convertible into or exchangeable for debt securities at any time prior to such final Stated
Maturity at the option of the holder thereof.



     “Dollar-Denominated Production Payment” means a production payment required to be
recorded as a borrowing in accordance with GAAP, together with all undertakings and obligations in
connection therewith.



     “Equity Offering” means an underwritten public offering or an offering made in
compliance with Rule 144A under the Securities Act, of common stock (other than Disqualified Stock)
of the Company with gross proceeds to the Company of at least $25.0 million.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated by the Commission thereunder.



     “Exchange Notes” means the Notes issued in an Exchange Offer in accordance with
Section 2.07(f) hereof.



     “Exchange Offer” means an exchange offer that may be effected pursuant to a
Registration Rights Agreement.



     “Exchange Offer Registration Statement” means an Exchange Offer Registration Statement
that may be filed pursuant to a Registration Rights Agreement.



     “Exchanged Properties” means properties or assets or Capital Stock representing an
equity interest in properties or assets used or useful in a Permitted Business, received by the
Company or a Restricted Subsidiary in a substantially concurrent purchase and sale, trade or
exchange as a portion of the total consideration for other such properties or assets; provided, in
the case of Capital Stock, that the issuer of such Capital Stock is or as a result of such
transaction becomes a Restricted Subsidiary.



     “Excluded Asset Sale” means the sale of capital stock of Cal Dive; provided that at no
time after the Issue Date and prior to the date of such sale was Cal Dive a Restricted Subsidiary.



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system and
its successors.



14









 





     “Fair Market Value” means, with respect to any asset or property, the sale value that
would be obtained in an arm’s-length free market transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no compulsion to buy.



     “Foreign Subsidiary” means any Restricted Subsidiary of the Company that (x) is not
organized under the laws of the United States of America or any State thereof or the District of
Columbia, or (y) was organized under the laws of the United States of America or any State thereof
or the District of Columbia that has no material assets other than Capital Stock of one or more
foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness
under a Credit Facility.



     “Freely Tradable” means, at any time of determination, with respect to a Restricted
Definitive Note or a beneficial interest in a Restricted Global Note, that such Restricted
Definitive Note or such beneficial interest may be sold to the public pursuant to Rule 144 by a
person that is not an “affiliate” (as defined in Rule 144) of the Company without regard to any of
the conditions specified therein (other than the holding period requirement in paragraph (d) of
Rule 144 so long as such holding period requirement is satisfied at such time of determination).



     “Generally Accepted Accounting Principles” or “GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are applicable at the date of determination.



     “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is
required to be placed on all Global Notes issued under this Indenture.



     “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or A2 hereto, as
appropriate, issued in accordance with Section 2.01, 2.07(b)(iii), 2.07(b)(iv), 2.07(d)(i),
2.07(d)(ii), or Section 2.07(d)(iii) of this Indenture.



     “Guarantee” means the guarantee by any Guarantor of the Company’s Indenture
Obligations.



     “Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any
other Person referred to in the definition of Indebtedness below guaranteed directly or indirectly
in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through
an agreement, made



15









 







primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to
assure the holder of such Indebtedness against loss,



     (1) to pay or purchase such Indebtedness or to advance or supply funds for the payment or
purchase of such Indebtedness,



     (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services,



     (3) to supply funds to, or in any other manner invest in, the debtor (including any agreement
to pay for property or services without requiring that such property be received or such services
be rendered),



     (4) to maintain working capital or equity capital of the debtor, or otherwise to maintain the
net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve
certain levels of financial performance or



     (5) otherwise to assure a creditor against loss;


provided that the term “guarantee” shall not include endorsements for collection or
deposit, in either case in the ordinary course of business.




     “Guarantor” means each of the Initial Guarantors and any other Subsidiary which is a
guarantor of the Notes, including any Person that is required after the date of this Indenture to
execute a guarantee of the Notes pursuant to Section 4.12 hereof, until a successor replaces such
party pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such
successor.



     “Holder” means the Person in whose name a Note is, at the time of determination,
registered on the Registrar’s books.



     “Indebtedness” means, with respect to any Person, without duplication,



     (1) all indebtedness of such Person for borrowed money;



     (2) all reimbursement obligations of such Person for letters of credit issued under letter of
credit facilities, acceptance facilities or other similar facilities;



     (3) all indebtedness (i) created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if the rights and
remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), or (ii) for the deferred purchase price of property or
services, but excluding in each case (X) Trade Accounts Payable and other accrued current
liabilities arising in the ordinary course of business, (Y) obligations and liabilities arising
under the corporate services agreement, from time to time in effect, between the Company



16









 







and Cal Dive and (Z) obligations arising under contracts for (a) the engineering, procurement,
construction, installation and/or improvement for of or to, vessels or (b) the exploration,
development, drilling, completion, and plugging and abandonment of wells, in each case, however,
other than payments due more than six months after the completion of such activity under such
contract;



     (4) all obligations under or in respect of currency exchange contracts, oil, gas or other
hydrocarbon price hedging arrangements and Interest Rate Agreements of such Person (the amount of
any such obligations to be equal at any time to the termination value of such agreement or
arrangement giving rise to such obligation that would be payable by such Person at such time), in
each case, after giving effect to netting;



     (5) all Capital Lease Obligations of such Person;



     (6) the Attributable Indebtedness related to any Sale Leaseback Transaction;



     (7) all Indebtedness referred to in clauses (1) through (6) above of other Persons and all
dividends of other Persons, to the extent the payment of such Indebtedness or dividends is secured
by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien, upon or with respect to property (including, without limitation, accounts
and contract rights) owned by such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness, but any such secured Indebtedness will be limited in amount
to an amount not to exceed the lesser of the amount of such Person’s Indebtedness or the Fair
Market Value of such property;



     (8) all Guaranteed Debt of such Person;



     (9) all Disqualified Stock issued by such Person valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends;



     (10) Preferred Stock of any Restricted Subsidiary of the Company or any Guarantor; and



     (11) any amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (1) through (10) above.



     For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock
which does not have a fixed repurchase price shall be calculated in accordance with the terms of
such Disqualified Stock as if such Disqualified Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is
based



17









 







upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value
to be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.



     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Indenture Obligations” means the obligations of the Company and any other obligor
under this Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if
any, and interest when due and payable, and all other amounts due or to become due under or in
connection with this Indenture, the Notes and the performance of all other obligations to the
Trustee and the holders under this Indenture and the Notes, according to the respective terms
thereof.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.



     “Initial Guarantors” means each of the Company’s existing direct and indirect domestic
Restricted Subsidiaries other than Cal Dive I-Title XI, Inc.



     “Initial Notes” has the meaning stated in the second paragraph of this Indenture and
means Notes other than any Exchange Notes and Additional Notes issued under this Indenture.



     “Initial Purchasers” means (i) Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC, Comerica Securities, Inc., Scotia Capital (USA) Inc. and Natixis Bleichroeder
Inc., as initial purchasers under the Purchase Agreement dated December 18, 2007, among the Company
and Banc of America Securities LLC, as representative of the Initial Purchasers and (ii) with
respect to any Additional Notes issued subsequent to the Issue Date, any one or more investment
banks acting as an initial purchaser in connection with the issuance and sale of such Additional
Notes.



     “Interest Rate Agreements” means one or more interest rate protection agreements
(including, without limitation, interest rate swaps, caps, floors, collars and similar agreements)
and other types of interest rate hedging agreements from time to time entered into with one or more
financial institutions.



     “Investment” means, with respect to any Person, directly or indirectly, any advance,
loan (including guarantees), or other extension of credit or capital contribution to any other
Person (by means of any transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase, acquisition or ownership by such
Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any
other Person and all other items that would be classified as investments on a balance sheet
prepared in accordance with GAAP. “Investment” shall exclude



18









 







direct or indirect (i) advances or extensions of credit to customers or suppliers in the
ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable,
prepaid expenses or deposits on the Company’s or any Restricted Subsidiary’s balance sheet, (ii)
endorsements for collection or deposit arising in the ordinary course of business and (iii)
extensions of trade credit on commercially reasonable terms in accordance with normal trade
practices. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Capital Stock of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the
Company or such Restricted Subsidiary will be deemed to have made an Investment on the date of such
sale or disposition equal to the Fair Market Value of the Company’s interest in such Subsidiary
that were not sold or disposed of in an amount determined for a Restricted Payment as provided in
Section 4.08 hereof.



     “Issue Date” means the original issue date of the Initial Notes under this Indenture.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Company
and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer.



     “Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or
otherwise), privilege, security interest, assignment, deposit, arrangement, hypothecation, claim,
preference, priority or other encumbrance for security purposes upon or with respect to any
property of any kind (including any conditional sale, capital lease or other title retention
agreement, any leases in the nature thereof, and any agreement to give any security interest), real
or personal, movable or immovable, now owned or hereafter acquired. A Person will be deemed to own
subject to a Lien any property which it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention
agreement. Notwithstanding any other provisions of this Indenture, references herein to Liens
allowed to exist upon any particular item of Property shall also be deemed (whether or not stated
specifically) to allow Liens to exist upon any accessions, improvements or additions to such
property, upon any contractual rights relating primarily to such Property, and upon any proceeds of
such Property or of such accessions, improvements, additions or contractual rights.



     “Liquid Securities” means securities (i) of an issuer that is not an Affiliate of the
Company, (ii) that are publicly traded on the New York Stock Exchange, the American Stock Exchange
or the Nasdaq Stock Market and (iii) as to which the Company is not subject to any restrictions on
sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any
other restrictions imposed by the Securities Act) or as to which a registration statement under the
Securities Act covering the resale thereof is in effect for as long as the



19









 







securities are held; provided that securities meeting the requirements of clauses (i), (ii)
and (iii) above shall be treated as Liquid Securities from the date of receipt thereof until and
only until the earlier of (a) the date on which such securities are sold or exchanged for cash or
Cash Equivalents and (b) 150 days following the date of receipt of such securities. If such
securities are not sold or exchanged for cash or Cash Equivalents within 150 days of receipt
thereof, for purposes of determining whether the transaction pursuant to which the Company or a
Restricted Subsidiary received the securities was in compliance with Section 4.11 hereof, such
securities shall be deemed not to have been Liquid Securities at any time.



     “Maturity” means, when used with respect to the Notes, the date on which the principal
or purchase or redemption price of the Notes becomes due and payable as therein provided or as
provided in this Indenture, whether at Stated Maturity, the Asset Sale Purchase Date, the Change of
Control Purchase Date or the redemption date and whether by declaration of acceleration, Prepayment
Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control,
call for redemption or otherwise.



     “MLP Entity” means a Restricted Subsidiary that is a master limited partnership (or
limited liability company or similar business entity with pass-through treatment for U.S. Federal
income tax purposes) that has a class of equity securities traded on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq Stock Market the assets of which consist principally of
Production Facility or Pipeline Assets.



     “Moody’s” means Moody’s Investors Service, Inc. and any successor to the rating agency
business thereof.



     “Net Available Cash” from an Asset Sale or Sale Leaseback Transaction means cash
proceeds received therefrom (including (i) any cash proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, or upon sale or disposition of
any non-cash consideration received in such Asset Sale or Sale Leaseback Transaction, but only as
and when received and (ii) the Fair Market Value of Liquid Securities and Cash Equivalents, and
excluding (x) any other consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to the assets or property that is the subject of such
Asset Sale or Sale Leaseback Transaction and (y) except to the extent subsequently converted to
cash, Cash Equivalents or Liquid Securities within 240 days after such Asset Sale or Sale Leaseback
Transaction, consideration constituting Exchanged Properties or consideration other than as
identified in the immediately preceding clauses (i) and (ii)), in each case net of:



     (a) all legal, accounting, investment banking, brokers, title and recording expenses,
commissions and other fees and expenses incurred, and all



20









 







federal, state, foreign and local taxes required to be paid or accrued as a liability under
GAAP as a consequence of such Asset Sale or Sale Leaseback Transaction,



     (b) all payments made on any Indebtedness (but specifically excluding Indebtedness of the
Company and its Restricted Subsidiaries assumed in connection with or in anticipation of such Asset
Sale or Sale Leaseback Transaction) which is secured by any assets subject to such Asset Sale or
Sale Leaseback Transaction, in accordance with the terms of any Lien upon such assets, or which
must by its terms, or in order to obtain a necessary consent to such Asset Sale or Sale Leaseback
Transaction or by applicable law, be repaid out of the proceeds from such Asset Sale or Sale
Leaseback Transaction; provided that such payments are made in a manner that results in the
permanent reduction in the balance of such Indebtedness and, if applicable, a permanent reduction
in any outstanding commitment for future incurrences of Indebtedness thereunder,



     (c) all distributions and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Sale or Sale Leaseback Transaction,



     (d) the deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset
Sale or Sale Leaseback Transaction and retained by the Company or any Restricted Subsidiary after
such Asset Sale or Sale Leaseback Transaction, and



     (e) all relocation expenses incurred as a result thereof and all related severance and
associated costs, expenses and charges of personnel related to sold assets and related operations;



provided, however, that if any consideration for an Asset Sale or Sale Leaseback Transaction (which
would otherwise constitute Net Available Cash) is required to be held in escrow pending
determination of whether a purchase price adjustment will be made, such consideration (or any
portion thereof) shall become Net Available Cash only at such time as it is released to such Person
or its Restricted Subsidiaries from escrow.



     “Net Cash Proceeds” means with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or Capital Stock that
have been converted into or exchanged for Capital Stock as provided under Section 4.08 hereof, the
proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed
or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees,
accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or payable as a result
thereof.



21









 





     “Non-Guarantor Restricted Subsidiary” means a Restricted Subsidiary that is designated
by the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by a Board Resolution of the
Board of Directors of the Company.



     “Non-U.S. Person” means a Person who is not a U.S. Person.



     “Notes” has the meaning stated in the second paragraph of this Indenture and more
particularly means any Notes authenticated and delivered under this Indenture. For all purposes of
this Indenture:



     (a) the term “Notes” shall include all Additional Notes issued hereunder and any
Exchange Notes to be issued and exchanged for any Notes pursuant to an applicable Registration
Rights Agreement and this Indenture; and



     (b) (i) all Exchange Notes that are issued and exchanged for the Initial Notes and (ii) all
Additional Notes issued hereunder and Exchange Notes that are issued and exchanged for such
Additional Notes, shall be treated as a single class.



     “Obligations” means, in respect to a reference Indebtedness, any principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing such Indebtedness.



     “Offering Memorandum” means the final Offering Memorandum, dated December 18, 2007
relating to the Initial Notes.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person or in the case of a Person that is a partnership that has no such officers, any such officer
of a general partner of such Person.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by at
least two Officers of the Company, one of whom must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of Section 12.05 hereof.



     “Oil and Gas Business” means the business of exploiting, exploring for, developing,
acquiring, operating, producing, processing, gathering, marketing, storing, selling, hedging,
treating, swapping, refining and transporting hydrocarbons and other related energy businesses.



     “Oil and Gas Liens” means (i) Liens on any specific property or any interest therein,
construction thereon or improvement thereto to secure all or any part of the costs incurred for
surveying, exploration, drilling, extraction,



22









 







development, operation, production, construction, alteration, repair or improvement of, in,
under or on such property and the plugging and abandonment of wells located thereon (it being
understood that, in the case of oil and gas producing properties, or any interest therein, costs
incurred for “development” shall include costs incurred for all facilities relating to such
properties or to projects, ventures or other arrangements of which such properties form a part or
which relate to such properties or interests); (ii) Liens on an oil or gas producing property to
secure obligations incurred or guarantees of obligations incurred in connection with or necessarily
incidental to commitments for the purchase or sale of, or the transportation or distribution of,
the products derived from such property; (iii) Liens arising under partnership agreements, oil and
gas leases, overriding royalty agreements, net profits agreements, production payment agreements,
royalty trust agreements, incentive compensation programs for geologists, geophysicists and other
providers of technical services to the Company or a Restricted Subsidiary, master limited
partnership agreements, farm-out agreements, farm-in agreements, division orders, contracts for the
sale, purchase, exchange, transportation, gathering or processing of oil, gas or other
hydrocarbons, unitizations and pooling designations, declarations, orders and agreements,
development agreements, operating agreements, production sales contracts, area of mutual interest
agreements, gas balancing or deferred production agreements, injection, repressuring and recycling
agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements,
and other agreements which are customary in the Oil and Gas Business; provided, however, in all
instances that such Liens are limited to the assets that are the subject of the relevant agreement,
program, order or contract; (iv) Liens arising in connection with Production Payments and Reserve
Sales; and (v) Liens on pipelines or pipeline facilities that arise by operation of law.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable
to the Trustee that meets the requirements of Section 12.05 hereof. Except as otherwise provided
in this Indenture, the counsel may be an employee of, or counsel to, the Company, any Subsidiary of
the Company or the Trustee.



     “Pari Passu Indebtedness” means any Indebtedness of the Company or a Guarantor that is
pari passu in right of payment to the Notes or a Guarantee, as the case may be.



     “Pari Passu Offer” means an offer by the Company or a Guarantor to purchase all or a
portion of Pari Passu Indebtedness to the extent required by this Indenture or other agreement or
instrument pursuant to which such Pari Passu Indebtedness was issued or incurred.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with
respect to DTC, shall include Euroclear and Clearstream).



23









 





     “Permitted Business” means any of the Oil and Gas Business and the Contracting
Services Business.



     “Permitted Business Investments” means Investments and expenditures made in the
ordinary course of, and of a nature that is or shall have become customary in, a Permitted Business
as a means of actively engaging therein through agreements, transactions, interests or arrangements
which permit one to share risks or costs, comply with regulatory requirements regarding local
ownership or satisfy other objectives customarily achieved through the conduct of Permitted
Business jointly with third parties.



     “Permitted Investment” means



     (1) Investments (i) in the Company, (ii) in any Restricted Subsidiary or (iii) in any Person
which, as a result of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or
consolidated with or into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or any Restricted Subsidiary;



     (2) Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5)
and (6) of paragraph (b) of Section 4.07 hereof;



     (3) Investments in any of the Notes or Exchange Notes (as the case may be);



     (4) Cash Equivalents;



     (5) Investments in property, plant and equipment used in the ordinary course of business and
Permitted Business Investments;



     (6) any security or other Investments received or Investment made as a result of the receipt
of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
Section 4.11 hereof;



     (7) Investments in existence on the date of the Indenture;



     (8) Investments acquired in exchange for the issuance of Capital Stock of the Company (other
than Disqualified Stock of the Company);



     (9) Investments in prepaid expenses, negotiable instruments held for collection and lease,
utility and worker’s compensation, performance and other similar deposits provided to third parties
in the ordinary course of business;



     (10) relocation allowances for, and advances and loans to, employees, officers and directors
(including, without limitation, loans and advances the net cash proceeds of which are used solely
to purchase Capital Stock of the Company in connection with restricted stock or employee stock
purchase plans, or to exercise stock received pursuant thereto or other incentive plans in a
principal



24









 







amount not to exceed the aggregate exercise or purchase price), or loans to refinance
principal and accrued interest or any such loans; provided that the aggregate outstanding principal
amount of such loans, advances and allowances shall not exceed at any time $10.0 million;



     (11) any Investments (i) consisting of extensions of credit in the nature of accounts
receivable or notes receivable arising from the grant of trade credit in the ordinary course of
business and (ii) received in settlement or compromise of receivables or other obligations that
were obtained in the ordinary course of business, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy, workout or insolvency of any trade creditor or
customer;



     (12) other Investments in the aggregate amount outstanding at any one time of up to the
greater of (x) $100.0 million and (y) 2.5% of Consolidated Net Tangible Assets; and



     (13) guarantees received with respect to any Permitted Investment listed above.



     In connection with any assets or property contributed or transferred to any Person as an
Investment, such property and assets shall be equal to the Fair Market Value at the time of
Investment, without regard to subsequent changes in value.



     “Permitted Lien” means:



     (1) any Lien existing as of the date of this Indenture securing Indebtedness or obligations
existing on the date of this Indenture and not otherwise referred to in this definition;



     (2) any Lien with respect to the Senior Credit Agreement or any other Credit Facilities so
long as the aggregate principal amount outstanding under the Senior Credit Agreement and all other
Credit Facilities does not exceed the principal amount which could be borrowed under clause (1) of
paragraph (b) of Section 4.07;



     (3) any Lien securing the Notes, the Guarantees, the Exchange Notes and the Guarantees for the
Exchange Notes and other obligations arising under the Indenture;



     (4) any Lien in favor of the Company or a Restricted Subsidiary;



     (5) any Lien arising by reason of:




     (A) any judgment, decree or order of any court, so long as such Lien is adequately
bonded and any appropriate legal proceedings which may have been duly initiated for the
review of such judgment, decree or



25









 







order shall not have been finally terminated or the period within which such
proceedings may be initiated shall not have expired;




     (B) taxes, assessments or governmental charges or claims that are not yet delinquent
or which are being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, provided that any reserve or other appropriate provision as will
be required in conformity with GAAP will have been made therefor;




     (C) security made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other types of social security;




     (D) good faith deposits in connection with tenders, leases and contracts (other than
contracts for the payment of Indebtedness);




     (E) zoning restrictions, easements, licenses, reservations, title defects, rights of
others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines,
and other similar purposes, provisions, covenants, conditions, waivers, restrictions on
the use of property or minor irregularities of title (and with respect to leasehold
interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or owner of the leased
property, with or without consent of the lessee), none of which materially impairs the use
of any parcel of property material to the operation of the business of the Company or any
Subsidiary or the value of such property for the purpose of such business;




     (F) deposits to secure public or statutory obligations, or in lieu of surety or
appeal bonds;




     (G) operation of law or contract in favor of mechanics, carriers, warehousemen,
landlords, materialmen, laborers, employees, suppliers and similar persons, incurred in
the ordinary course of business for sums which are not yet delinquent for more than 30
days or are being contested in good faith by negotiations or by appropriate proceedings
which suspend the collection thereof;




     (H) Indebtedness or other obligations of a Wholly Owned Restricted Subsidiary owing
to the Company or another Wholly Owned Restricted Subsidiary of the Company; or




     (I) normal depository arrangements with banks;



     (6) any Lien securing Acquired Debt created prior to (and not created in connection with, or
in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary; provided
that such Lien only secures the



26









 







assets acquired in connection with the transaction pursuant to which the Acquired Debt became
an obligation of the Company or a Restricted Subsidiary;



     (7) any Lien to secure performance bids, leases (including, without limitation, statutory and
common law landlord’s liens), statutory obligations, letters of credit and other obligations of a
like nature and incurred in the ordinary course of business of the Company or any Subsidiary and
not securing or supporting Indebtedness, and any Lien to secure statutory or appeal bonds;



     (8) any Lien securing Indebtedness permitted to be incurred pursuant to clause (6) or clause
(9) of paragraph (b) of Section 4.07, so long as none of such Indebtedness constitutes debt for
borrowed money;



     (9) any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred in
accordance with this Indenture (pursuant to clause (7) or (8) of paragraph (b) of Section 4.07) and
which are incurred or assumed to finance the acquisition, development or construction of real or
personal, moveable or immovable property; provided that such Liens only extend to such acquired,
developed or constructed property, such Liens secure Indebtedness in an amount not in excess of the
original purchase price or the original cost of any such assets or repair, addition or improvement
thereto, the incurrence of such Indebtedness is permitted by Section 4.07 hereof and such Lien is
incurred not more than 180 days after the later of the acquisition or completion of development or
construction of the property subject to such Lien;



     (10) leases and subleases of real property which do not materially interfere with the ordinary
conduct of the business of the Company or any of its Restricted Subsidiaries;



     (11)(A) Liens on property, assets or shares of stock of a Person at the time such Person
becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or any
of its Restricted Subsidiaries; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such other Person becoming a Restricted
Subsidiary or such merger or consolidation; provided further, that any such Lien may not extend to
any other property owned by the Company or any Restricted Subsidiary and assets fixed or
appurtenant thereto; and (B) Liens on property, assets or shares of capital stock existing at the
time of acquisition thereof by the Company or any of its Restricted Subsidiaries; provided,
however, that such Liens are not created, incurred or assumed in connection with, or in
contemplation of, such acquisition and do not extend to any property other than the property so
acquired;



     (12) Oil and Gas Liens and Contracting Services Liens, in each case which are not incurred in
connection with the borrowing of money;



     (13) Liens on the Capital Stock of any Unrestricted Subsidiary to the extent securing
Unrestricted Subsidiary Indebtedness;



27









 





     (14) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien
described in the foregoing clauses (1) through (13) so long as no additional collateral is granted
as security thereby;



     (15) in addition to the items referred to in clauses (1) through (14) above, Liens of the
Company and its Restricted Subsidiaries to secure Indebtedness in an aggregate amount at any time
outstanding which does not exceed the greater of $100.0 million and 5.0% of Consolidated Net
Tangible Assets as most recently determined at such time.



     Notwithstanding anything in clauses (1) through (15) of this definition, the term
“Permitted Liens” does not include any Liens resulting from the creation, incurrence,
issuance, assumption or guarantee of any Production Payments other than Production Payments that
are created, incurred, issued, assumed or guaranteed in connection with the financing of, and
within 180 days after, the acquisition of the properties or assets that are subject thereto.



     “Permitted MLP Securities” means equity securities (including incentive distribution
rights) of a master limited partnership (or limited liability company or similar business entity
with pass-through treatment for U.S. Federal income tax purposes) that has a class of equity
securities traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock
Market, provided that such master limited partnership (or other entity) is an Affiliate of the
Company.



     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to
refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:



     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged (plus all
accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith);



     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged;



     (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged
is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is
subordinated in right of payment to the



28









 







Notes on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged; and



     (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary that
is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged.



     “Person” means any individual, corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.



     “Predecessor Note” of any particular Note means every previous Note evidencing all or
a portion of the same Indebtedness as that evidenced by such particular Note; and any Note
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or stolen Note shall be
deemed to evidence the same Indebtedness as the lost, destroyed or stolen Note.



     “Preferred Stock” means, with respect to any Person, any Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends or distributions, or
as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of
such Person, over the Capital Stock of any other class in such Person.



     “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



     “Production Facility or Pipeline Assets” means (i) assets used primarily for
production gathering, transmission, transportation, storage, processing or treatment of natural
gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any
Person that has no substantial assets other than assets referred to in clause (i).



     “Production Payments” means, collectively, Dollar-Denominated Production Payments and
Volumetric Production Payments.



     “Production Payments and Reserve Sales” means the grant or transfer by the Company or
a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest,
production payment (whether volumetric or dollar denominated), partnership or other interest in oil
and gas properties, reserves or the right to receive all or a portion of the production or the
proceeds from the sale of production attributable to such properties where the holder of such
interest has recourse solely to such properties, production or proceeds of production, subject to
the obligation of the grantor or transferor to operate and maintain, or cause the subject interests
to be operated and maintained, in a reasonably prudent manner or other customary standard or
subject to the obligation of the grantor or transferor



29









 







to indemnify for environmental, title or other matters customary in the Oil and Gas Business,
including any such grants or transfers pursuant to incentive compensation programs on terms that
are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other
providers of technical services to the Company or a Restricted Subsidiary.



     “Property” means, with respect to any Person, any interest of such Person in any kind
of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock and other securities issued by any other Person (but excluding Capital Stock or other
securities issued by such first mentioned Person).



     “Purchase Money Obligation” means any Indebtedness secured by a Lien on assets related
to the business of the Company or any Restricted Subsidiary and any additions and accessions
thereto, which are purchased or constructed by the Company or any Restricted Subsidiary at any time
after the Notes are issued; provided that



     (1) the security agreement or conditional sales or other title retention contract pursuant to
which the Lien on such assets is created (collectively a “Purchase Money Security
Agreement”) shall be entered into within 180 days after the purchase or substantial completion
of the construction of such assets and shall at all times be confined solely to the assets so
purchased or acquired (together with any additions, accessions, and other related assets referred
to in the last sentence of the definition of “Lien”),



     (2) at no time shall the aggregate principal amount of the outstanding Indebtedness secured
thereby be increased, except in connection with the purchase of additions, improvements, and
accessions thereto and except in respect of fees and other obligations in respect of such
Indebtedness, and



     (3) (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined
on a per asset basis in the case of any additions and accessions) shall not at the time such
Purchase Money Security Agreement is entered into exceed 100% of the purchase price to the Company
of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely
to the assets so purchased or acquired (together with any additions, accessions, and other related
assets referred to in the last sentence of the definition of “Lien”).



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Qualified Capital Stock” of any Person means any and all Capital Stock of such Person
other than Disqualified Stock.



30









 





     “Qualified Exchangeable Sale” means the issuance of Capital Stock by Helix that would
constitute Qualified Capital Stock except solely due to the fact that it is exchangeable for common
stock of Cal Dive.



     “Qualified Interest Rate Agreement” means an Interest Rate Agreement with a bank or
other financial institution organized under the laws of the United States or any state thereof the
long-term U.S. dollar-denominated debt obligations of which are rated at least “AA” by S&P
and “Aa2” by Moody’s.



     “Registration Rights Agreement” means (i) the Registration Rights Agreement among the
Company, the Initial Guarantors and Banc of America Securities LLC, as representative of the
Initial Purchasers named therein, dated as of December 21, 2007, relating to the Initial Notes, and
(ii) with respect to any Additional Notes issued subsequent to the Issue Date, any registration
rights agreement entered into for the benefit of the holders of such Additional Notes, if any.



     “Regulation S” means Regulation S promulgated under the Securities Act.



     “Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation
S Permanent Global Note, as appropriate.



     “Regulation S Permanent Global Note” means a permanent global Note in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount at maturity of the Regulation S Temporary
Global Note upon expiration of the Restricted Period.



     “Regulation S Temporary Global Note” means a temporary global Note in the form of
Exhibit A2 hereto bearing the Global Note Legend, the Private Placement Legend and the Temporary
Regulation S Legend and deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of
the Notes initially sold in reliance on Rule 903 of Regulation S.



     “Responsible Officer,” when used with respect to the Trustee, means any officer within
the corporate trust department of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.



     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement
Legend.



31









 





     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



     “Restricted Period” means the 40-day distribution compliance period, as defined in
Rule 902(f) of Regulation S.



     “Restricted Subsidiary” means any Subsidiary of the Company that has not been
designated by the Board of Directors of the Company by a Board Resolution delivered to the Trustee
as an Unrestricted Subsidiary pursuant to and in compliance with Section 4.17 hereof.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “Rule 903” means Rule 903 promulgated under the Securities Act.



     “Rule 904” means Rule 904 promulgated under the Securities Act.



     “Sale Leaseback Transaction” means, with respect to the Company or any of its
Restricted Subsidiaries, any arrangement with any Person providing for the leasing by the Company
or any of its Restricted Subsidiaries of any principal property, acquired or placed into service
more than 180 days prior to such arrangement, whereby such property has been or is to be sold or
transferred by the Company or any of its Restricted Subsidiaries to such Person.



     “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated by the Commission thereunder.



     “Senior Credit Agreement” means that certain Credit Agreement dated as of July 3,
2006, among the Company, Bank of America N.A., as administrative agent, and the lender parties from
time to time party thereto, as such agreement, in whole or in part, in one or more instances, may
be amended, renewed, extended, increased, substituted, refinanced, restructured, replaced,
supplemented or otherwise modified from time to time (including, without limitation, any successive
renewals, extensions, increases, substitutions, refinancings, restructurings, replacements,
supplementations or other modifications of the foregoing).



     “Shelf Registration Statement” means a Shelf Registration Statement that may be filed
pursuant to a Registration Rights Agreement.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor to the rating agency business thereof.



32









 





     “Significant Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation
S-X promulgated by the Commission as in effect on the date of this Indenture.



     “Stated Maturity” means, when used with respect to any Indebtedness or any installment
of interest thereon, the dates specified in such Indebtedness as the fixed date on which the
principal of such Indebtedness or such installment of interest, as the case may be, is due and
payable.



     “Subordinated Indebtedness” means Indebtedness of the Company or a Guarantor
subordinated in right of payment to the Notes or a Guarantee, as the case may be.



     “Subsidiary” of a Person means



     (1) any corporation more than 50% of the outstanding voting power of the Voting Stock of which
is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries
of such Person, or by such Person and one or more other Subsidiaries thereof, or



     (2) any limited partnership of which such Person or any Subsidiary of such Person is a general
partner, or



     (3) any other Person in which such Person, or one or more other Subsidiaries of such Person,
or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the
outstanding partnership or similar interests or has the power, by contract or otherwise, to direct
or cause the direction of the policies, management and affairs thereof.



     “Successor Parent” with respect to any Person means any other Person more than 50% of
the total outstanding Voting Stock of which (measured by voting power rather than the number of
shares) is, at the time the first Person becomes a Subsidiary of such other Person,
“beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that a Person shall be deemed to have beneficial ownership of all shares that such Person has the
right to acquire, whether such right is exercisable immediately or only after the passage of time)
by one or more Persons that “beneficially owned” more than 50% of the total outstanding
Voting Stock of the first Person (measured by voting power rather than the number of shares)
immediately prior to the first Person becoming a Subsidiary of such other Person.



     “Temporary Regulation S Legend” means the legend set forth in Section 2.07(h) hereof,
which is required to be placed on the Regulation S Temporary Global Note.



33









 





     “Trade Accounts Payable” means accounts payable or other obligations of the Company or
any Restricted Subsidiary to trade creditors created or assumed by the Company or such Restricted
Subsidiary in the ordinary course of business in connection with the obtaining of goods or
services.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended, or any successor statute.



     “Trustee” means Wells Fargo Bank, National Association until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.



     “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and
are not required to bear the Private Placement Legend.



     “Unrestricted Global Note” means a permanent Global Note substantially in the form of
Exhibit A1 attached hereto that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing a series of Notes that do not
bear the Private Placement Legend.



     “Unrestricted Subsidiary” means (i) any Subsidiary of the Company (other than a
Guarantor) designated as such pursuant to and in compliance with Section 4.17 hereof, and (ii) any
Subsidiary of an Unrestricted Subsidiary, when it shall become such a Subsidiary.



     “Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means
Indebtedness of such Unrestricted Subsidiary



     (1) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly
liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on,
guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of
the Company or any Restricted Subsidiary to any Affiliate of the Company, in which case (unless the
incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the
Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such
Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted
Subsidiary, and



     (2) which, upon the occurrence of a default with respect thereto, does not result in, or
permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a
default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity;



34









 




provided that notwithstanding the foregoing, any Unrestricted Subsidiary may guarantee the Notes or
any Credit Facility.




     “U.S. Government Obligations” means (i) securities that are (a) direct obligations of
the United States of America for the payment of which the full faith and credit of the United
States of America is pledged or (b) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuer thereof; and (ii)
depositary receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in clause (i) above and
held by such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal or interest on any U.S. Government Obligation which is so specified
and held; provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal
or interest of the U.S. Government Obligation evidenced by such depositary receipt.



     “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.



     “Volumetric Production Payment” means a production payment that is recorded as a sale
in accordance with GAAP, whether or not the sale price must be recorded as deferred revenue,
together with all undertakings and obligations in connection therewith.



     “Voting Stock” of a Person means Capital Stock of such Person of the class or classes
pursuant to which the holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the Board of Directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class or classes shall have
or might have voting power by reason of the happening of any contingency).



     “Weighted Average Life to Maturity” means, as of the date of determination with
respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a)
the number of years from the date of determination to the date or dates of each successive
scheduled principal payment and (b) the amount of each such principal payment by (2) the sum of all
such principal payments.



     “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital
Stock of which is owned by the Company or one or more other Wholly Owned Restricted Subsidiaries
(other than directors’ qualifying shares or



35









 







shares required by applicable law to be held by a Person other than the Company or a
Subsidiary of the Company).



     Section 1.02. Other Definitions.



	 	 	 
	TERM	 	DEFINED IN SECTION
	“Act”

	 	 12.14o
	“Asset Sale Purchase Date”

	 	 4.11o
	“Authentication Order”

	 	 2.02o
	“Change of Control Offer”

	 	 4.19
	“Change of Control Purchase Date”

	 	 4.19o
	“Change of Control Purchase Notice”

	 	 4.19
	“Change of Control Purchase Price”

	 	 4.19
	“Covenant Defeasance”

	 	 8.03
	“Defeasance Redemption Date”

	 	 8.04
	“Designation”

	 	 4.17
	“Designation Amount”

	 	 4.17
	“DTC”

	 	 2.01
	“Event of Default”

	 	 6.01
	“Excess Proceeds”

	 	 4.11
	“Funds in Trust”

	 	 8.04
	“incur”

	 	 4.07
	“Legal Defeasance”

	 	 8.02
	“Paying Agent”

	 	 2.04
	“Permitted Consideration”

	 	 4.11
	“Permitted Debt”

	 	 4.07
	“Permitted Payment”

	 	 4.08
	“Prepayment Offer”

	 	 4.11
	“Prepayment Offer Notice”

	 	 4.11
	“Prepayment Offer Price”

	 	 4.11
	“Purchase Money Security Agreement”

	 	 1.01
	“Registrar”

	 	 2.04
	“Related Proceedings”

	 	 12.09
	“Restricted Payments”

	 	 4.08
	“Revocation”

	 	 4.17
	“Specified Courts”

	 	 12.09o
	“Surviving Entity”

	 	 5.01o
	“Surviving Guarantor Entity”

	 	 5.01o





Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture.




     All terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by Commission rule under the TIA have the meanings so assigned to them.



36









 





Section 1.04. Rules of Construction. Unless the context otherwise requires:





     (i) a term has the meaning assigned to it;




     (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (iii) words in the singular include the plural, and in the plural include the
singular;




     (iv) references to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement of successor sections or rules adopted by the Commission
from time to time;




     (v) all references herein to “interest” include the Additional Interest;




     (vi) “or” is not exclusive, and “including” means “including without limitation”,
“including but not limited to” or words of similar import; and




     (vii) the words “herein”, “hereof” and “hereunder” and words of similar import shall
be construed to refer to this Indenture in its entirety and not to any particular
provision hereof.



ARTICLE TWO

THE NOTES




Section 2.01.  Form And Dating.




     (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A1 or A2 hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of
its authentication. The Notes shall be issued in registered, global form without interest coupons
and only shall be in minimum denominations of $1,000 and integral multiples of $1,000 in excess
thereof.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, any Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note
Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached



37









 







thereto). Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee in accordance with instructions given by the
Holder thereof as required by Section 2.07 hereof.



     (c) Temporary Global Notes. To the extent required by Regulation S, Notes offered and
sold in reliance on Regulation S shall be issued initially in the form of the Regulation S
Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for The Depository Trust Company
(“DTC”), and registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall
be terminated upon the receipt by the Trustee of an Officers’ Certificate from the Company
certifying that the Restricted Period may be terminated in accordance with Regulation S and that
beneficial interests in the Regulation S Temporary Global Note are permitted to be exchanged for
beneficial interests in Regulation S Permanent Global Notes. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global
Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may
from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.



     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Cedel Bank” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.



     (e) Additional Notes. Notwithstanding anything else herein, with respect to any
Additional Notes issued subsequent to the date of this Indenture, when the context requires, (1)
all references in Article Two herein and elsewhere



38









 







in this Indenture to a Registration Rights
Agreement shall be to the registration rights agreement entered into with respect to such
Additional Notes, (2) any references in this Indenture to the Exchange Offer, Exchange Offer
Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term
related thereto shall be to such terms as they are defined in such Registration Rights Agreement
entered into with respect to such Additional Notes, (3) all time periods described in the Notes
with respect to the registration of such Additional Notes shall be as provided in such Registration
Rights Agreement entered into with respect to such Additional Notes, (4) any Additional Interest,
if set forth in such Registration Rights Agreement, may be paid to the Holders of the Additional
Notes immediately prior to the making or the consummation of the Exchange Offer regardless of any
other provisions regarding record dates herein and (5) all provisions of this Indenture shall be
construed and interpreted to permit the issuance of such Additional Notes and to allow such
Additional Notes to become fungible and interchangeable with the Initial Notes originally issued
under this Indenture (and Exchange Notes issued in exchange therefor). Indebtedness represented by
Additional Notes shall be subject to the covenants contained in this Indenture.



Section 2.02. Execution and Authentication.




     (a) Two Officers of the Company shall sign the Notes for the Company by manual or facsimile
signature.



     (b) The Trustee shall, upon a written order of the Company signed by two Officers of the
Company (an “Authentication Order”) delivered to the Trustee from time to time,
authenticate and deliver Notes for original issue without limit as to the aggregate principal
amount thereof, subject to compliance with Section 4.07, of which $ 550 million will be issued on
the date of this Indenture.



     (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue
(i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $
550 million or (ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange
Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on
the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in
accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement.



     (d) If an Officer whose signature is on a Note no longer holds that office at the time a Note
is authenticated, the Note shall nevertheless be valid.



     (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. Such
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.



39









 





     (f) The aggregate principal amount of Notes which may be authenticated and delivered under
this Indenture is unlimited.



     (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company.



Section 2.03. Methods of Receiving Payments on the Notes. If a Holder of Notes has
given wire transfer instructions to the Company at least 10 Business Days before payment is due,
the Company shall pay all principal, interest and premium, if any, on that Holder’s Notes in
accordance with those instructions. All other payments on Notes shall be made at the office or
agency of the Paying Agent and Registrar within the City and State of New York unless the Company
elects to make interest payments by check mailed to the Holders at their addresses set forth in the
register of Holders. Payments of interest to the Trustee as Paying Agent, if the Trustee then acts
as Paying Agent, with respect to any Interest Payment Date (as defined in the Notes) shall be made
by the Company in immediately available funds for receipt by the Trustee no later than 1:00 p.m.
New York Time on such Interest Payment Date.



Section 2.04. Registrar and Paying Agent.




     (a) The Company shall maintain an office or agency in the City of New York where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and an office or
agency in the City of New York where Notes may be presented for payment (“Paying Agent”)
which initially will be the office of the Trustee located at 1445 Ross Avenue, 2nd
Floor, Dallas, Texas 75202. The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without
prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.



     (b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes.



     (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes.



40









 




Section 2.05. Paying Agent to Hold Money in Trust. The Company shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust
for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of
principal or premium, if any, or interest on the Notes, and shall notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or one of its Subsidiaries) shall have no
further liability for the money. If the Company or any of its Subsidiaries acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.



Section 2.06. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of all
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes
and the Company shall otherwise comply with TIA Section 312(a).



Section 2.07. Transfer and Exchange.




     (a) Transfer and Exchange of Global Notes. A Global Note may be transferred, as a
whole and not in part, by the Depositary to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Company within 90 days after the date of such notice
from the Depositary; (ii) the Company in its sole discretion determines that the Global
Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee, the Trustee, in turn, notifies Participants of their
right to withdraw their beneficial interests from the Global Notes, and such Participants elect to
withdraw their beneficial interests; provided that in no event shall the Regulation S Temporary
Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of
the preceding events in (i), (ii) or (iii) above, Definitive



41









 







Notes shall be issued in such names as
the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or
Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.07; however, beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.07(b), (c) or (f) hereof.



     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend and
any Applicable Procedures; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global
Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than a “distributor” (as defined in Rule 902(d) of Regulation S)).
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.
Except as may be required by any Applicable Procedures, no written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in
this Section 2.07(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial interests in the
Global Notes that are not subject to Section 2.07(b)(i) above, the transferor of such
beneficial interest must deliver to the Registrar either (A)(1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial interest
to be transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account to be
credited with such




42











 






increase or (B)(1) if permitted under Section 2.07(a) hereof, a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged and (2)
instructions given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above; provided that in no event shall Definitive Notes be
issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary
Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by
the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with
Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained in the
Letter of Transmittal delivered by the Holder of such beneficial interests in the
Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal
amount at maturity of the relevant Global Notes pursuant to Section 2.07(i) hereof.




     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A
beneficial interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted Global Note if
the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar
receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial
interest in the 144A Global Note, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (1) thereof
or, if permitted by the Applicable Procedures, item (3) thereof; or




     (B) if the transferee shall take delivery in the form of a beneficial
interest in the Regulation S Temporary Global Note or Regulation S Permanent
Global Note, as the case may be, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (2)
thereof.




     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note
for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in
any Restricted Global Note may be exchanged by any Holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery



43









 







thereof in the form of a beneficial interest in an Unrestricted Global Note if the
exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with an applicable Registration Rights Agreement and the holder of the
beneficial interest, in the case of an exchange, or the transferee, in the case
of a transfer, makes any and all certifications required in the applicable Letter
of Transmittal (or is deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration Rights
Agreement;




     (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with an applicable Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with an applicable Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or




     (2) if the Holder of such beneficial interest in a Restricted
Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note, a certificate from such Holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in clause (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.



     If any such transfer is effected pursuant to clause (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with



44









 







Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to clause (B) or (D) above.




     (v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note
for Beneficial Interests in a Restricted Global Note Prohibited. Beneficial interests
in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take
delivery thereof in the form of, a beneficial interest in a Restricted Global Note.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




     (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes. Subject to Section 2.07(a) hereof, if any Holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar
of the following documentation:




     (A) if the Holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in
an offshore transaction (as defined in Section 902(h) of Regulation S) in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144 under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to the Company or any
of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or



45









 






     (F) if such beneficial interest is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.07(i) hereof, and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section
2.07(c)(i) shall be registered in such name or names and in such authorized denomination
or denominations as the Holder of such beneficial interest shall instruct the Registrar
through instructions from the Depositary and the Participant or Indirect Participant. The
Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are
so registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.




     (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive
Notes. Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof, a beneficial interest in
the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or
transferred to a Person who takes delivery thereof in the form of a Definitive Note prior
to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except
in the case of a transfer pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 903 or Rule 904.




     (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. Subject to Section 2.07(a) hereof, a Holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted
Definitive Note or may transfer such beneficial interest to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with an applicable Registration Rights Agreement and the holder of the
beneficial interest, in the case of an exchange, or the transferee, in the case
of a transfer, makes any and all certifications required in the applicable Letter
of Transmittal (or is deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration Rights
Agreement;



46









 






     (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with an applicable Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with an applicable Registration Rights
Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a
Definitive Note that does not bear the Private Placement Legend, a
certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or




     (2) if the Holder of such beneficial interest in a Restricted
Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a Definitive Note that
does not bear the Private Placement Legend, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;


and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     Upon satisfaction of any of the conditions of any of the clauses of this Section 2.07(c)(iii),
the Company shall execute and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the
Private Placement Legend in the appropriate principal amount to the Person designated by the holder
of such beneficial interest in instructions delivered to the Registrar by the Depositary and the
applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall
reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(i), the aggregate
principal amount of the applicable Restricted Global Note.




     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who



47









 







takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.07(i) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in
the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names
and in such authorized denomination or denominations as the Holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to
the Persons in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the
Private Placement Legend.



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




     (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:




     (A) if the Holder of such Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in
item (2)(b) thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction (as defined in Rule 902(k) of Regulation S) in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144



48









 







under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to the Company
or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or




     (F) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the
case of clause (C) above, the Regulation S Global Note.




     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of a Restricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with an applicable Registration Rights Agreement and the Holder, in
the case of an exchange, or the transferee, in the case of a transfer, makes any
and all certifications required in the applicable Letter of Transmittal (or is
deemed to have made such certifications if delivery is made through the
Applicable Procedures) as may be required by such Registration Rights Agreement;




     (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with an applicable Registration Rights Agreement;




     (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with an applicable Registration Rights
Agreement;




     (D) such Restricted Definitive Note is Freely Tradable at the time of such
transfer; or




     (E) the Registrar receives the following:



49









 






     (1) if the Holder of such Definitive Notes proposes to exchange
such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer
such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




and, in each such case set forth in this clause (E), if the Registrar so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.




     Upon satisfaction of any of the conditions of any of the clauses of this Section
2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note.




     (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for
a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and
increase or cause to be increased in a corresponding amount the aggregate principal amount
of one of the Unrestricted Global Notes pursuant to Section 2.07(j) hereof;




     (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial
Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may
not be exchanged for, or transferred to Persons who take delivery thereof in the form of,
beneficial interests in a Restricted Global Note.




     (v) Issuance of Unrestricted Global Notes. If any such exchange or transfer
from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet
been issued, the Company



50









 







shall issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.07(e).




     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of Persons who
take delivery thereof in the form of a Restricted Definitive Note if the Registrar
receives the following:




     (A) if the transfer shall be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications in item (2) thereof; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the
form of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with an applicable Registration Rights Agreement and the Holder, in
the case of an exchange, or the transferee, in the case of a transfer, makes any
and all certifications required in the applicable Letter of Transmittal (or is



51









 







deemed to have made such certifications if delivery is made through the
Applicable Procedures) as may be required by such Registration Rights Agreement;




     (B) any such transfer is effected pursuant to a Shelf Registration Statement
in accordance with an applicable Registration Rights Agreement;




     (C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with an applicable Registration Rights
Agreement;




     (D) such Restricted Definitive Note is Freely Tradable at the time of such
transfer; or




     (E) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder
in the form of Exhibit B hereto, including the certifications in item
(4) thereof;




and, in each such case set forth in this clause (E), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.




     Upon satisfaction of the conditions of any of the clauses of this Section
2.07(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the Company
shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the
appropriate aggregate principal amount to the Person designated by the Holder of such
prior Restricted Definitive Note in instructions delivered to the Registrar by such
Holder.



52









 






     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request
to register such a transfer, the Registrar shall register the Unrestricted Definitive
Notes pursuant to the instructions from the Holder thereof.



     (f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with an
applicable Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (A) one
or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of the beneficial interests in the applicable Restricted Global Notes (1) tendered for
acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal
(or are deemed to have made such certifications if delivery is made through the Applicable
Procedures) as may be required by such Registration Rights Agreement and (2) accepted for exchange
in such Exchange Offer and (B) Unrestricted Definitive Notes in an aggregate principal amount equal
to the aggregate principal amount of the Restricted Definitive Notes tendered for acceptance by
Persons who made the foregoing certifications and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a
corresponding amount the aggregate principal amount of the applicable Restricted Global Notes, and
the Company shall execute and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate and deliver to the Persons designated by the Holders of
Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate aggregate
principal amount. Any Notes that remain outstanding after the consummation of an Exchange Offer,
and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class
of securities under this Indenture.



     (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




     (i) Private Placement Legend. Except as permitted below, each Global Note
and each Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION



53









 







IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE
LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME
OF SUCH TRANSFER), (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
IN COMPLIANCE WITH RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE
ISSUER, THE TRUSTEE, THE REGISTRAR AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
(E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IS COMPLETED AND DELIVERED BY
THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS



54









 




“OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.




     Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this
Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) (and any note not
required by law to have such a legend), shall not bear the Private Placement Legend. In addition,
at such time as beneficial interests in the Restricted Global Notes are Freely Tradable, the
Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate and deliver one or more Unrestricted Global Notes in
exchange for each outstanding Restricted Global Note in the appropriate principal amount.
Simultaneously with the authentication of such Unrestricted Global Notes, the Trustee shall cancel
the Restricted Global Notes.



     In addition, the foregoing legend may be adjusted for future issuances in accordance with
applicable law.




     (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:




THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS
NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE,

(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



     (h) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note
shall bear a legend in substantially the following form:




THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN).



     (i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for



55









 







Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in
whole and not in part, each such Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take
delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.



     (j) General Provisions Relating to Transfers and Exchanges.




     (i) To permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order
or at the Registrar’s request.




     (ii) No service charge shall be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.06, 4.11, 4.19 and 9.05 hereof).




     (iii) The Registrar shall not be required to register the transfer of or exchange any
Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part.




     (iv) All Global Notes and Definitive Notes issued upon any registration of transfer
or exchange of Global Notes or Definitive Notes shall be the valid and legally binding
obligations of the Company, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.




     (v) The Company shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange
any Note so selected for redemption in whole or in part, except the



56









 







unredeemed portion of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a record date and the next succeeding interest payment
date.




     (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.




     (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance
with the provisions of Section 2.02 hereof.




     (viii) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.07 to effect a registration of
transfer or exchange may be submitted by facsimile with the original to follow by first
class mail or delivery service.



Section 2.08. Replacement Notes.




     (a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to their satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company,
an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may charge for their
expenses in replacing a Note. If, after the delivery of such replacement Note, a bona fide
purchaser of the original Note in lieu of which such replacement Note was issued presents for
payment or registration such original Note, the Trustee shall be entitled to recover such
replacement Note from the Person to whom it was delivered or any Person taking therefrom, except a
bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the Company, the Trustee
and any Agent in connection therewith.



     (b) Subject to the provisions of the final sentence of the preceding paragraph, every
replacement Note is an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.






57









 






Section 2.09. Outstanding Notes.




     (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.



     (b) If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a protected
purchaser.



     (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.



     (d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate
of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.


Section 2.10. Treasury Notes. In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so
disregarded.



Section 2.11. Temporary Notes. (a) Until certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive
Notes but may have variations that the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.




     (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.


Section 2.12. Cancellation. The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall


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dispose of canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record retention
requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be
delivered to the Company. The Company may not issue new Notes to replace Notes that they have paid
or that have been delivered to the Trustee for cancellation.



Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on the record date for
the interest payment or a subsequent special record date, in each case at the rate provided in the
Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment date, provided
that no such special record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of the Company) shall
mail or cause to be mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.



Section 2.14. CUSIP Numbers. The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change
in the “CUSIP” numbers.



Section 2.15. Additional Interest. If Additional Interest is payable by the Company
pursuant to an applicable Registration Rights Agreement and paragraph 1 of the Notes, no later than
15 days prior to the proposed payment date for such Additional Interest, the Company shall deliver
to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that
is payable and (ii) the date on which such interest is payable pursuant to Section 4.01 hereof. If
the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall
deliver to the Trustee an Officers’ Certificate setting forth the details of such payment.




Section 2.16. Issuance of Additional Notes.



     (a) The Company shall be entitled, subject to its compliance with Article Four hereof, to
issue Additional Notes under this Indenture.



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     (b) With respect to any Additional Notes, the Company shall set forth in a Board Resolution
and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the
following information:




     (i) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (ii) the issue price, the issue date and the CUSIP and/or ISIN number of such
Additional Notes; and




     (iii) whether such Additional Notes shall be subject to the restrictions on transfer
set forth in Section 2.07 hereof relating to Restricted Global Notes and Restricted
Definitive Notes.



ARTICLE THREE

REDEMPTION AND PREPAYMENT



Section 3.01. Notice to Trustee. If the Company elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at
least 45 days (unless the Trustee consents to a shorter period) before a redemption date, an
Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.



Section 3.02. Selection of Notes to Be Redeemed.




     (a) If less than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and reasonable. In the case of a
Redemption of the Notes pursuant to Section 3.07(b) hereof the Trustee shall select the Notes to be
redeemed on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the
procedures of DTC or any other depositary). In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than
60 nor more than 90 days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.



     (b) The Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the principal amount at
maturity thereof to be redeemed. No Notes in amounts of $1,000 or less shall be redeemed in part.
The Trustee may select for redemption portions of the principal of Notes that have denominations
larger than



60









 







$1,000. Notes and portions of Notes selected shall be in amounts of $1,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are
to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of Notes called for
redemption.



Section 3.03. Notice of Redemption.




     (a) At least 30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address and send a copy to the Trustee at the same time.



     The notice shall identify the Notes (including CUSIP number(s)) to be redeemed and shall
state:




     (i) the redemption date;




     (ii) the redemption price;




     (iii) if any Note is being redeemed in part, the portion of the principal amount at
maturity of such Note to be redeemed and that, after the redemption date upon surrender of
such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the
original Note shall be issued in the name of the Holder thereof upon cancellation of the
original Note;




     (iv) the name and address of the Paying Agent;




     (v) that Notes called for redemption must be surrendered to the Paying Agent to
collect the redemption price and become due on the date fixed for redemption;




     (vi) that, unless the Company defaults in making such redemption payment, interest,
if any, on Notes called for redemption ceases to accrue on and after the redemption date;




     (vii) the paragraph of the Notes and/or section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and




     (viii) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     (b) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that



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the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless the Trustee shall have agreed to a shorter period), an Officers’
Certificate requesting that the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner
provided herein shall be presumed to have been given, whether or not the Holder receives such
notice.


Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in
accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable
on the redemption date at the redemption price. A notice of redemption may not be conditional other
than in the case of a Change of Control Offer pursuant to 4.19 hereof.



Section 3.05. Deposit of Redemption Price. (a) Prior to 1:00 p.m. New York Time on the
Business Day that is the redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.




     (b) If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be paid to the Holder in
whose name such Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal,
from the redemption date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part,
the Company shall issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No
Notes in denominations of $1,000 or less shall be redeemed in part.



Section 3.07. Optional Redemption.




     (a) After January 15, 2012, the Company may redeem all or a portion of the Notes, on not less
than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or whole multiples of $1,000 in
excess thereof at the following redemption prices (expressed as percentages of the principal
amount), set forth below plus accrued and unpaid interest, if any, thereon, to the applicable



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redemption date (subject to the rights of holders of record on relevant record dates
to receive interest due on an interest payment date), if redeemed during the twelve-month
period beginning on January 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Redemption Price
	 
	2012
	 	 	104.750	%
	2013
	 	 	102.375	%
	2014 and thereafter
	 	 	100	%






     (b) In addition, at any time and from time to time prior to January 15, 2011, the Company may
use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the
aggregate principal amount of Notes issued under this Indenture (including the principal amount of
any Additional Notes issued under this Indenture) at a redemption price equal to 109.5% of the
aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the
redemption date (subject to the rights of holders of record on relevant record dates to receive
interest due on an interest payment date); provided that this redemption provision shall not be
applicable with respect to any transaction that results in a Change of Control. At least 65% of the
aggregate principal amount of Notes (including the principal amount of any Additional Notes issued
under this Indenture) must remain outstanding immediately after the occurrence of such redemption.
In order to effect this redemption, the Company must mail a notice of redemption no later than 60
days after the closing of the related Equity Offering and must complete such redemption within 90
days of the closing of the Equity Offering.



     (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


Section 3.08. Mandatory Redemption. The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.



Section 3.09. Application of Trust Money. All money deposited with the Trustee pursuant
to Section 3.05 shall be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the
extent required by law.





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ARTICLE FOUR

COVENANTS




Section 4.01. Payment of Notes.




     (a) The Company shall pay or cause to be paid the principal of, premium, if any, and interest
on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Company or
one of its Subsidiaries, holds as of 1:00 p.m. New York Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay all principal,
premium, if any, and interest on the Notes then due. If a payment date is not a Business Day,
payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue
on such payment for the intervening period. The Company shall pay Additional Interest, if any, on
the dates of its choosing in the amounts and in the manner set forth in the Registration Rights
Agreement.



     (b) The Company shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate then in effect on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful.



Section 4.02. Maintenance of Office or Agency.




     (a) The Company shall maintain an office or agency (which may be an office of the Trustee or
an agent of the Trustee, Registrar or co-Registrar) where Notes may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.



     (b) The Company may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.



     (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.04 of this Indenture.



Section 4.03. Reports.




     (a) Whether or not required by the rules and regulations of the Commission, so long as any
Notes are outstanding, the Company shall file with



64









 







the Commission and furnish to the Holders of Notes all quarterly and annual financial
information required to be contained in a filing with the Commission on Forms 10-Q and 10-K,
including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and, with respect to the annual consolidated financial statements only, a report thereon by the
Company’s independent auditors.



     (b) For so long as any of the Notes remain outstanding, the Company and the Guarantors shall
furnish to the Holders of the Notes and Guarantees and to prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act.



     (c) The Company shall be deemed to have furnished such reports to the Trustee and the Holders
of Notes if it has filed such reports with the Commission using the EDGAR filing system and such
reports are publicly available.



Section 4.04. Compliance Certificate.




     (a) The Company shall deliver to the Trustee, on or before a date not more than 90 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture and further stating, as to
each such Officer signing such certificate, that to the best of his or her knowledge, the Company
has kept, observed, performed and fulfilled its obligations under this Indenture and is not in
default in the performance or observance of any of the material terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default shall have occurred and be continuing,
describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto). To the extent required
under the TIA, each Guarantor shall also deliver to the Trustee an Officers’ Certificate meeting
the requirement of this paragraph (a) with respect to such Guarantor.



     (b) If required under Section 314(a) of the TIA, the year-end financial statements delivered
pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s
independent public accountants (which shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements, nothing has come
to their attention that would lead them to believe that the Company has violated any provisions of
this Article Four or Article Five hereof or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain knowledge of any such
violation.



65









 





     (c) The Company shall, so long as any of the Notes are outstanding, notify the Trustee on or
before the thirtieth day after it has knowledge of the occurrence and continuance of any Default
and on or promptly thereafter, deliver to the Trustee an Officers’ Certificate specifying such
Default and what action the Company is taking or proposes to take with respect thereto.



Section 4.05. Taxes.




     The Company shall pay, and shall cause each of their respective Significant Subsidiaries to
pay, prior to delinquency, any material taxes, assessments, and governmental levies except such as
are contested in good faith and by appropriate proceedings or where the failure to effect such
payment would not have a material adverse effect on the Company and its Restricted Subsidiaries,
taken as a whole.



Section 4.06. Stay, Extension and Usury Laws.




     The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.



Section 4.07. Incurrence of Indebtedness and Issuance of Disqualified Stock.




     (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or
indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively,
“incur”), any Indebtedness (including any Acquired Debt and the issuance of Disqualified
Stock), unless such Indebtedness is incurred by the Company or any Guarantor and, in each case, the
Company’s Consolidated Fixed Charge Coverage Ratio for the most recently-ended four full fiscal
quarters for which internal financial statements are available immediately preceding the incurrence
of such Indebtedness taken as one period is at least equal to or greater than 2.5:1.



     (b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth
below, the Restricted Subsidiaries may incur each and all of the following (collectively, the
“Permitted Debt”):




     (1) Indebtedness of the Company or any Guarantors (whether as borrowers or
guarantors) under one or more Credit Facilities in an aggregate principal amount at any
one time outstanding not to exceed the



66









 







greater of (x) $900.0 million, which amount shall be permanently reduced by the amount of
Net Available Cash from Asset Sales applied by the Company or any Restricted Subsidiary
thereof to permanently repay any such Indebtedness, and not subsequently reinvested in
Additional Assets, to the extent permitted pursuant to Section 4.11 hereof, and (y) 20.0%
of Consolidated Net Tangible Assets;




     (2) Indebtedness of the Company or any Guarantor pursuant to the Notes (excluding any
Additional Notes) and any Guarantee of the Notes, and the related Exchange Notes and
Guarantees to be issued pursuant to the Registration Rights Agreement;




     (3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the date
of this Indenture, and not otherwise referred to in this definition of “Permitted
Debt”;




     (4) intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that:




     (a) if the Company or any Guarantor is the obligor on such
Indebtedness, and such Restricted Subsidiary is not a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full
in cash of all Obligations with respect to the Notes, in the case of the
Company, or the Guarantee, in the case of a Guarantor; and




     (b) any subsequent issuance or transfer of Capital Stock that
results in any such Indebtedness being held by a Person other than the
Company or a Restricted Subsidiary thereof (other than pursuant to a
Credit Facility) and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary thereof, shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted
Subsidiary, as the case may be, that was not permitted by this clause
(4);




     (5) guarantees by the Company or any Guarantor of (i) any Indebtedness of the Company
or any of the Guarantors which is permitted to be incurred under this Indenture and (ii)
Indebtedness of Restricted Subsidiaries or joint ventures in which the Company or any
Guarantor owns Capital Stock in an aggregate principal amount at any one time outstanding
not to exceed $150.0 million;




     (6) (a) obligations pursuant to Interest Rate Agreements which constitute
Indebtedness, but only to the extent such obligations do



67









 







not, on a net basis, exceed 105% of the aggregate principal amount of the Indebtedness
covered by such Interest Rate Agreements; (b) obligations under currency exchange
contracts and related hedging arrangements entered into in the ordinary course of
business, which constitute Indebtedness, and (c) obligations pursuant to hedging
arrangements (including, without limitation, swaps, caps, floors, collars, options and
similar agreements) entered into in the ordinary course of business for the purpose of
mitigating against risks encountered in a Permitted Business, in each case which
constitute Indebtedness;




     (7) Indebtedness of the Company or any Restricted Subsidiary represented by Capital
Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions) or
Purchase Money Obligations or other Indebtedness incurred or assumed in connection with
the acquisition, construction, improvement or development of real or personal, movable or
immovable, property in each case incurred for the purpose of financing, refinancing,
renewing, defeasing or refunding all or any part of the purchase price or cost of
acquisition, construction, improvement or development of property used in the business of
the Company or its Subsidiaries; provided that the aggregate principal amount incurred by
the Company or any Restricted Subsidiary pursuant to this clause (7) outstanding at any
time shall not exceed the greater of (x) $100.0 million and (y) 2.5% of Consolidated Net
Tangible Assets; provided further that the principal amount of any Indebtedness permitted
under this clause (7) did not in each case at the time of incurrence exceed the Fair
Market Value, as determined by the Company in good faith, of the acquired or constructed
asset or improvement so financed;




     (8) if the Company could incur $1.00 of additional Indebtedness pursuant to paragraph
(a) above after giving effect to such Incurrence, Indebtedness of any Foreign Subsidiary
represented by Capital Lease Obligations (whether or not incurred pursuant to sale and
leaseback transactions) or Purchase Money Obligations or other Indebtedness incurred or
assumed in connection with the acquisition, construction, improvement or development of
real or personal, movable or immovable, property in each case incurred for the purpose of
financing, refinancing, renewing, defeasing or refunding all or any part of the purchase
price or cost of acquisition construction, improvement or development of property used in
the business of the Company or its Subsidiaries; provided further that the principal
amount of any Indebtedness permitted under this clause (8) did not in each case at the
time of incurrence exceed the Fair Market Value, as determined by the Company in good
faith, of the acquired or constructed asset or improvement so financed;




     (9) Indebtedness of the Company or any Restricted Subsidiary under (a) one or more
standby letters of credit issued by or for the account of the Company or a Restricted
Subsidiary in the ordinary course of



68









 







business and (b) other letters of credit, surety, bid, performance, appeal or similar
bonds, bankers’ acceptances, completion guarantees or similar instruments; provided that,
in each case contemplated by this clause (9), upon the drawing of such letters of credit
or other instrument, such obligations are reimbursed within 60 days following such
drawing; provided, further, that with respect to clauses (a) and (b), such Indebtedness is
not in connection with the borrowing of money or the obtaining of advances or credit;




     (10) Indebtedness incurred by any Foreign Subsidiary solely for the working capital
purposes of such Foreign Subsidiary or any of its Subsidiaries;




     (11) obligations relating to oil or gas balancing positions arising in the ordinary
course of business;




     (12) Indebtedness of the Company to the extent the net proceeds thereof are promptly
deposited to defease or satisfy the Notes (or Exchange Notes, as applicable) pursuant to
Article Eight or Article Eleven;




     (13) Indebtedness of the Company or any Restricted Subsidiary arising from agreements
for indemnification or purchase price adjustment obligations or similar obligations,
earn-outs or other similar obligations or from guarantees or letters of credit, surety
bonds or performance bonds securing any obligation of the Company or a Restricted
Subsidiary pursuant to such an agreement, in each case incurred or assumed in connection
with the acquisition or disposition of any business, assets or Capital Stock of a
Restricted Subsidiary or a Person that, contemporaneous with such acquisition or
disposition, becomes a Restricted Subsidiary;




     (14) Permitted Refinancing Indebtedness of the Company or any Restricted Subsidiary
issued in exchange for, or the net proceeds of which are used to renew, extend,
substitute, refund, refinance or replace, any Indebtedness, including any Disqualified
Stock, incurred pursuant to paragraph (a) of this Section 4.07 and clauses (2), (3), (14)
and (15) of paragraph (b) of this Section 4.07;




     (15) if the Company could incur $1.00 of additional Indebtedness pursuant to
paragraph (a) of this Section 4.07 after giving effect to such incurrence, (x) Acquired
Debt and (y) Indebtedness of any MLP Entity;




     (16) a Qualified Exchangeable Sale; and




     (17) Indebtedness of the Company or any Restricted Subsidiary in addition to that
described in clauses (1) through (16) above, and any



69









 







renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so
long as the aggregate principal amount of all such Indebtedness outstanding at any one
time in the aggregate shall not exceed the greater of (x) $100.0 million and (y) 2.5% of
Consolidated Net Tangible Assets.



     (c) For purposes of determining compliance with this Section 4.07, in the event that an item
of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this
Section 4.07, the Company in its sole discretion shall, at any time, classify or, from time to
time, reclassify all or any portion of such item of Indebtedness and only be required to include
the amount of such Indebtedness as one of such types (or to divide such Indebtedness between two or
more of such types); provided that Indebtedness under a Credit Facility which was incurred on or
prior to, and outstanding on (after giving effect to the application of proceeds of Notes of each
series), the Issue Date, and any renewals, extensions, substitutions, refundings, refinancings or
replacements thereof, shall be deemed to have been incurred pursuant to clause (1) of paragraph (b)
of this Section 4.07 rather than paragraph (a) of this Section 4.07.



     (d) Indebtedness permitted by this Section 4.07 need not be permitted solely by reference to
one provision permitting such Indebtedness but may be permitted in part by one such provision and
in part by one or more other provisions of this Section 4.07 permitting such Indebtedness.



     (e) Accrual of interest, accretion or amortization of original issue discount and the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the
accretion or payment of dividends on any Disqualified Stock or Preferred Stock in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to
be an incurrence of Indebtedness for purposes of this Section 4.07; provided, in each such case,
that the amount thereof as accrued shall be included as required in the calculation of the
Consolidated Fixed Charge Coverage Ratio of the Company.



     (f) For purposes of determining compliance with any dollar-denominated restriction on the
incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal
amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was incurred.



     (g) If Indebtedness is secured by a letter of credit that serves only to secure such
Indebtedness, then the total amount deemed incurred pursuant to such Indebtedness and such letter
of credit shall be equal to the greater of (x) the principal of the Indebtedness so secured by such
letter of credit and (y) the amount that may be drawn under such letter of credit.



     (h) The amount of Indebtedness issued at a price less than the amount of the liability thereof
shall be determined in accordance with GAAP.



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Section 4.08. Restricted Payments.




     (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly:




     (1) pay any dividend on, or make any distribution to holders of, any shares of the
Company’s Capital Stock (other than dividends or distributions payable solely in shares of
the Company’s Qualified Capital Stock or in options, warrants or other rights to acquire
            shares of such Qualified Capital Stock);




     (2) purchase, redeem, defease or otherwise acquire or retire for value, the Company’s
Capital Stock or options, warrants or other rights to acquire such Capital Stock;




     (3) make any principal payment on, or repurchase, redeem, defease, retire or
otherwise acquire for value, prior to any scheduled principal payment, sinking fund
payment or maturity, any Subordinated Indebtedness, except a purchase, repurchase,
redemption, defeasance or retirement within one year of final maturity thereof;




     (4) pay any dividend or distribution on any Capital Stock of any Restricted
Subsidiary to any Person (other than (a) to the Company or any of its Wholly Owned
Restricted Subsidiaries or any Guarantor or (b) dividends or distributions made by a
Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted
Subsidiary); or




     (5) make any Investment in any Person (other than any Permitted Investments);


(any of the foregoing actions described in clauses (1) through (5) above, other than any such
action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”)
(the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of
the assets proposed to be transferred), unless





     (1) immediately after giving effect to such proposed Restricted Payment on a pro
forma basis, no Default or Event of Default shall have occurred and be continuing and such
Restricted Payment shall not be an event which is, or after notice or lapse of time or
both, would be, an “event of default” under the terms of the Senior Credit Agreement;




     (2) immediately after giving effect to such Restricted Payment on a pro forma basis,
the Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) under
paragraph (a) of Section 4.07 hereof; and



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     (3) after giving effect to the proposed Restricted Payment, the aggregate amount of
all such Restricted Payments made after the date of this Indenture (excluding Restricted
Payments permitted by clauses (2), (3), (4), (5), (7), (8) and (10) of paragraph (b) of
this Section 4.08) and all Designation Amounts does not exceed the sum of:




     (A) 50% of the aggregate Consolidated Net Income of the Company accrued on a
cumulative basis during the period beginning on the first day of the Company’s
fiscal quarter beginning with the fiscal quarter in which the Issue Date occurs
and ending on the last day of the Company’s last fiscal quarter ending prior to
the date of the Restricted Payment (or, if such aggregate cumulative Consolidated
Net Income shall be a loss, minus 100% of such loss);




     (B) the aggregate Net Cash Proceeds, or the Fair Market Value of property
other than cash, received after the date of this Indenture by the Company either
(1) as capital contributions in the form of common equity to the Company or (2)
from the issuance or sale (other than to any of its Subsidiaries) of Qualified
Capital Stock of the Company or any options, warrants or rights to purchase such
Qualified Capital Stock of the Company (except, in each case, to the extent such
proceeds are used to purchase, redeem or otherwise retire Capital Stock or
Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph
(b) below) (and excluding the Net Cash Proceeds from the issuance of Qualified
Capital Stock financed, directly or indirectly, using funds borrowed from the
Company or any Subsidiary until and to the extent such borrowing is repaid);




     (C) the aggregate Net Cash Proceeds received after the date of this
Indenture by the Company (other than from any of its Subsidiaries) upon the
exercise of any options, warrants or rights to purchase Qualified Capital Stock
of the Company (and excluding the Net Cash Proceeds from the exercise of any
options, warrants or rights to purchase Qualified Capital Stock financed,
directly or indirectly, using funds borrowed from the Company or any Subsidiary
until and to the extent such borrowing is repaid);




     (D) the aggregate Net Cash Proceeds received after the date of this
Indenture by the Company from the conversion or exchange, if any, of debt
securities or Disqualified Stock of the Company or its Restricted Subsidiaries
into or for Qualified Capital Stock of the Company plus, to the extent such debt
securities or Disqualified Stock were issued after the date of this Indenture,
the aggregate of Net Cash Proceeds from their original issuance (and excluding
the Net Cash Proceeds from the



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conversion or exchange of debt securities or Disqualified Stock financed,
directly or indirectly, using funds borrowed from the Company or any Subsidiary
until and to the extent such borrowing is repaid);




     (E) (a) in the case of the disposition of, or a reduction in, any Investment
constituting a Restricted Payment (including any Investment in an Unrestricted
Subsidiary) made after the date of this Indenture, an amount (to the extent not
included in Consolidated Net Income) equal to the amount received with respect to
such Investment, less the cost of the disposition of such Investment and net of
taxes, and




     (b) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary (as long as the designation of such Subsidiary as an
Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value
of the Company’s interest in such Subsidiary at the time of such redesignation;
and




     (F) any amount which previously qualified as a Restricted Payment on account
of any guarantee entered into by the Company or any Restricted Subsidiary;
provided that such guarantee has not been called upon and the obligation arising
under such guarantee no longer exists.



     (b) Notwithstanding the foregoing, and in the case of clauses (2) through (8), (10) and (11)
of this Section 4.08(b), so long as no Default or Event of Default is then continuing or
immediately after giving effect thereto would exist, the foregoing provisions shall not prohibit
the following actions (each of clauses (1) through (11) being referred to as a “Permitted
Payment”):




     (1) (i) the payment of any dividend within 60 days after the date of declaration
thereof, if at such date of declaration such payment was permitted by the provisions of
paragraph (a) of this Section 4.08 and such payment shall have been deemed to have been
paid on such date of declaration and shall not have been deemed a “Permitted
Payment” for purposes of the calculation required by paragraph (a) of this Section
4.08 and (ii) the payment of any dividends or distributions by the Company to the holders
of its Disqualified Stock; provided that such Disqualified Stock is issued on or after the
Issue Date in accordance with paragraph (a) of this Section 4.07 hereof;




     (2) the purchase, repurchase, redemption, or other acquisition or retirement for
value of any shares of any class of Capital Stock of the Company in exchange for
(including any such exchange pursuant to the exercise of a conversion right or privilege
in connection with which cash is paid in lieu of the issuance of fractional shares or
scrip), or out of the



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Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other
than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company; provided
that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock
shall be excluded from subclause (B) of the second clause (3) of paragraph (a) of this
Section 4.08;




     (3) the purchase, repurchase, redemption, defeasance, satisfaction and discharge,
retirement or other acquisition for value or payment of principal of any Subordinated
Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a
substantially concurrent issuance and sale for cash (other than to any Subsidiary of the
Company) of any Qualified Capital Stock of the Company, provided that the Net Cash
Proceeds from the issuance of such shares of Qualified Capital Stock shall be excluded
from subclause (B) of the second clause (3) of paragraph (a) of this Section 4.08;




     (4) the purchase, repurchase, redemption, defeasance, satisfaction and discharge,
retirement, refinancing, acquisition for value or payment of principal of any Subordinated
Indebtedness (other than Disqualified Stock) through the substantially concurrent issuance
of Permitted Refinancing Indebtedness;




     (5) any purchase, redemption, retirement, defeasance or other acquisition for value
of any Subordinated Indebtedness pursuant to the provisions of such Subordinated
Indebtedness upon a Change of Control or an Asset Sale after the Company shall have
complied with Section 4.19 or Section 4.11 hereof, as the case may be, and repurchased all
Notes validly tendered for payment in connection with the Change of Control Offer or Asset
Sale Offer, as the case may be;




     (6) (i) the repurchase, redemption, retirement or other acquisition for value of any
Capital Stock of the Company held by any current or former officers, directors,
consultants or employees of the Company or any of its Subsidiaries (or permitted
transferees of such current or former officers, directors, consultants or employees)
pursuant to the terms of agreements (including employment agreements) or plans approved by
the Company’s Board of Directors, including any management equity plan or stock option
plan or management or employee benefit plan, agreement or trust, (ii) repurchases of
Capital Stock deemed to occur upon the cashless exercise of stock options, (iii) the
forfeiture of Capital Stock of the Company in order to satisfy Federal withholding tax
obligations and (iv) the repurchases of Capital Stock of the Company on (x) a bi-annual
basis in the amount of such Capital Stock purchased at such times by the Company’s
employees under the Company’s Employee Stock Option Purchase Plan and (y) an annual basis
in an amount equal to the amount of Capital Stock issued to employees of the Company and
its wholly owned subsidiaries during such year pursuant to the Company’s



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Long Term Incentive Plan; provided, however, that the aggregate amount of Restricted
Payments pursuant to subclauses (i), (iii) and (iv) of this subparagraph (6) will not, in
the aggregate, exceed $5.0 million in any calendar year (with unused amounts carried over
to succeeding calendar years);




     (7) loans made to officers, directors or employees of the Company or any Restricted
Subsidiary approved by the Board of Directors in an aggregate amount not to exceed $10.0
million outstanding at any one time, the proceeds of which are used solely (A) to purchase
common stock of the Company in connection with a restricted stock or employee stock
purchase plan, or to exercise stock options received pursuant to an employee or director
stock option plan or other incentive plan, in a principal amount not to exceed the
exercise price of such stock options or (B) to refinance loans, together with accrued
interest thereon, made pursuant to item (A) of this clause (7);




     (8) Restricted Payments in the aggregate not exceeding 50% of the aggregate Net Cash
Proceeds received after the date of this Indenture by the Company from any Excluded Asset
Sale or Qualified Exchangeable Sale (in each case, other than to any of its Subsidiaries
and excluding the Net Cash Proceeds from any Excluded Asset Sale or Qualified Exchangeable
Sale financed, directly or indirectly, using funds borrowed from the Company or any
Subsidiary until and to the extent such borrowing is repaid); provided that (i)
immediately after giving effect to such Restricted Payment on a pro forma basis, the
Company’s Consolidated Leverage Ratio is less than 2.5 to 1 and (ii) the Notes are rated
at least “B+” by S&P, and “B3” by Moody’s at the time such Restricted Payment is made and
all times from the date of public announcement of the Company’s intent to make such
Restricted Payment until the earlier of (x) affirmation of ratings meeting such
requirements after such public announcement by each of S&P and Moody’s and (y) the end of
the 20 day period following such public notice (which 20 day period shall be extended so
long as the rating of the Notes is under publicly announced consideration for downgrade by
either of such rating agencies);




     (9) the purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations or business combinations or conversion of convertible or
exchangeable securities of debt or equity issued by the Company;




     (10) the declaration and payment of dividends on the Company’s Series A-1 Cumulative
Convertible Preferred Stock and Series A-2 Cumulative Convertible Preferred; and



75









 






     (11) Restricted Payments not exceeding $25.0 million in the aggregate.



     (c) In determining whether any Restricted Payment is permitted by this Section 4.08, the
Company may allocate or reallocate all or any portion of such Restricted Payment among the clauses
(1) through (11) of the preceding paragraph (b) this Section 4.08 or among such clauses and the
paragraph (a) of this Section 4.08 including the second set of clauses (1), (2) and (3) thereof;
provided that at the time of such allocation or reallocation, all such Restricted Payments, or
allocated portions thereof, and all prior Restricted Payments would be permitted under the various
provisions of the foregoing covenant. The amount of all Restricted Payments (other than cash) shall
be the Fair Market Value on the date of the transfer, incurrence or issuance of such non-cash
Restricted Payment.



Section 4.09. Transactions With Affiliates.




     (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, directly or indirectly, enter into any transaction or series of related transactions
(including, without limitation, the sale, purchase, exchange or lease of assets, property or
services) with or for the benefit of any Affiliate of the Company (other than the Company or a
Restricted Subsidiary or Guarantor) unless such transaction or series of related transactions is
entered into in good faith and




     (1) such transaction or series of related transactions is on terms that are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than those
that would be available in a comparable transaction in arm’s-length dealings with a party
who is not an Affiliate of the Company,




     (2) with respect to any transaction or series of related transactions involving
aggregate consideration in excess of $10.0 million (other than any transaction or series
of related transactions between the Company or any Restricted Subsidiaries on the one hand
and Cal Dive or any of its Subsidiaries on the other hand), the Company delivers an
Officers’ Certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (1) of this Section 4.09(a),




     (3) with respect to any transaction or series of related transactions involving
aggregate consideration in excess of $25.0 million (other than any transaction or series
of related transactions between the Company or any Restricted Subsidiaries on the one hand
and Cal Dive or any of its Subsidiaries on the other hand), such transaction or series of
related transactions has been approved by a majority of the Disinterested Directors of the
Board of Directors of the Company, or in the event there is only one Disinterested
Director, by such Disinterested Director, or



76









 






     (4) with respect to any transaction or series of related transactions involving
aggregate consideration in excess of $75.0 million (other than any transaction or series
of related transactions between the Company or any Restricted Subsidiaries on the one hand
and Cal Dive or any of its Subsidiaries on the other hand), the Company delivers to the
Trustee a written opinion of an investment banking firm of national standing or other
recognized independent expert with experience appraising the terms and conditions of the
type of transaction or series of related transactions for which an opinion is required
stating that the transaction or series of related transactions is fair to the Company or
such Restricted Subsidiary from a financial point of view;



     (b) However, paragraph (a) of this Section 4.09 shall not apply to:




     (1) employment benefit, compensation and award arrangements, programs and plans with
any employee, consultant, officer or director of the Company or any Restricted Subsidiary,
including under any employment agreement, equity option or equity incentive plans or
insurance, deferred compensation or retirement plans, and customary indemnification
arrangements with employees, consultants, officers or directors of the Company or any
Restricted Subsidiary, in each case entered into in the ordinary course of business;




     (2) the payment of reasonable and customary fees to directors and consultants of the
Company or any of its Restricted Subsidiaries who are not employees of the Company or any
of its Affiliates;




     (3) loans or advances to officers, directors and employees of the Company or any
Restricted Subsidiary made in the ordinary course of business in an aggregate amount not
to exceed $1.0 million outstanding at any one time;




     (4) any Restricted Payments or Permitted Payments made in compliance with Section
4.08 hereof;




     (5) any transactions undertaken pursuant to any contracts in existence on the Issue
Date (as in effect on the Issue Date) and any renewals, replacements or modifications of
such contracts (pursuant to new transactions or otherwise) on terms no less favorable to
the holders of the Notes than those in effect on the Issue Date;




     (6) any transactions between the Company or any Restricted Subsidiary on the one hand
and any Person deemed to be an Affiliate solely because a director or executive officer of
such Person is also a director of the Company or a Restricted Subsidiary, on the other
hand; provided that such director abstains from voting as a director of the



77









 







Company or the Restricted Subsidiary, as applicable, in connection with the approval
of the transaction; and




     (7) any transaction with a joint venture or similar entity which would be subject to
this covenant solely because the Company or a Restricted Subsidiary owns an equity
interest in or otherwise controls such joint venture or similar entity.



Section 4.10. Liens.




     (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, (i) create or incur, in order to secure any Indebtedness, any Lien of any
kind, other than Permitted Liens, upon any property or assets (including any intercompany notes) of
the Company or any Restricted Subsidiary owned on the date of this Indenture or acquired after the
date of this Indenture, or (ii) assign or convey, in order to secure any Indebtedness, any right to
receive any income or profits therefrom, other than Permitted Liens, in each case unless the Notes
(or a Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with
(or, in the case of Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Notes shall have with respect to such Subordinated Indebtedness) the Indebtedness
secured by such Lien.



     (b) Notwithstanding the foregoing, any Lien, assignment or conveyance securing the Notes or a
Guarantee granted pursuant to paragraph (a) of this Section 4.10 shall be automatically and
unconditionally released and discharged upon: (i) any sale, exchange or transfer to any Person not
an Affiliate of the Company of the property or assets secured by such Lien,
(ii) any sale, exchange or transfer to any Person not an Affiliate of the Company of all of the
Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the
assets of, any Restricted Subsidiary creating such Lien, or (iii) with respect to any Lien,
assignment or conveyance securing a Guarantee, the release of such Guarantee in accordance with
this Indenture.



Section 4.11. Asset Sales.




     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any
Asset Sale, other than an Excluded Asset Sale or Qualified Exchangeable Sale, unless (i) the
Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such
Asset Sale and (ii) at least 75% of the consideration paid to the Company or such Restricted
Subsidiary in connection with such Asset Sale is in the form of cash, Cash Equivalents, Liquid
Securities, Exchanged Properties (including pursuant to asset swaps) or the assumption by the
purchaser of liabilities of the Company (other than liabilities of the Company that are by their
terms subordinated to the Notes) or liabilities of any Guarantor that made such Asset



78









 







Sale (other than liabilities of a Guarantor that are by their terms subordinated to such
Guarantor’s Guarantee), or any combination of the foregoing, in each case as a result of which the
Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities, or,
solely in the case of any Asset Sale of Production Facility or Pipeline Assets, Permitted MLP
Securities; provided, that any Asset Sale pursuant to a condemnation, appropriation or other
similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other
enforcement of a Lien incurred not in breach of Section 4.10 hereof or exercise by the related
lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure
shall not be required to satisfy the conditions set forth in clauses (i) and (ii) of this paragraph
(a) (“Permitted Consideration”).



     (b) Within 365 days after the receipt by the Company or a Restricted Subsidiary of Net
Available Cash from an Asset Sale, other than an Excluded Asset Sale or Qualified Exchangeable
Sale, such Net Available Cash may be applied by the Company or such Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Pari
Passu Indebtedness of the Company or a Restricted Subsidiary), to




     (1) prepay or repay Indebtedness of the Company under any Credit Facility;




     (2) reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary) or make capital expenditures in a Permitted Business; or




     (3) purchase Notes, or purchase or repay on a permanent basis other Indebtedness
(excluding (i) any Subordinated Indebtedness and
(ii) any Notes or other Indebtedness owned by the Company or an Affiliate of the Company);


provided, that the Company or the applicable Restricted Subsidiary will be deemed to have complied
with clause (2) of this paragraph (b) if, within 365 days of such Asset Sale, the Company or such
Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or
Investment, or a binding agreement with respect to an expenditure or Investment, in compliance with
such clause (2), and that expenditure or Investment is substantially completed within a date one
year and six months after the date of such Asset Sale, and; provided further, that if any Net Cash
Proceeds from such Asset Sale attributable to Capital Stock, property, assets or rights used in or
constituting part of the Contracting Services Business of the Company or any Restricted Subsidiary,
other than Production Facility or Pipeline Assets, is applied pursuant to clause (2) of this
paragraph (b) to reinvest in Additional Assets or make capital expenditures in the Oil and Gas
Business, then at least an equal amount of Net Cash Proceeds from such Asset Sale shall be used to
reinvest in Additional Assets or make capital expenditures in the Contracting Services Business
within such




79









 







365 day (or one year and six months, as the case may be) period. Pending the final application of
any such Net Available Cash, the Company may temporarily reduce Indebtedness under any Credit
Facility or otherwise expend or invest such Net Available Cash in any manner that is not prohibited
by this Indenture.




     (c) Any Net Available Cash from an Asset Sale, other than an Excluded Asset Sale or Qualified
Exchangeable Sale, not applied in accordance paragraph (b) of this Section 4.11 within 365 days (or
within one year and six months as the case may be) from the date of such Asset Sale shall
constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0
million, the Company will be required to make an offer to purchase Notes having an aggregate
principal amount equal to the aggregate amount of Excess Proceeds (the “Prepayment Offer”)
at a purchase price equal to 100% of the principal amount of such Notes plus accrued and unpaid
interest, if any, to the Asset Sale Purchase Date (as defined in paragraph (d) of this Section
4.11) in accordance with the procedures (including prorating in the event of over subscription) set
forth in this Indenture, but, if the terms of any Pari Passu Indebtedness require that a Pari Passu
Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be
prorated between the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate
outstanding principal amounts of the Notes and such Pari Passu Indebtedness, and the aggregate
principal amount of Notes for which the Prepayment Offer is made shall be reduced accordingly. If
the aggregate principal amount of Notes tendered by Holders thereof exceeds the amount of available
Excess Proceeds, then such Excess Proceeds will be allocated pro rata according to the principal
amount of the Notes tendered and the Trustee will select the Notes to be purchased in accordance
with this Indenture. To the extent that any portion of the amount of Excess Proceeds remains after
compliance with the second sentence of this paragraph (c) and provided that all Holders of Notes
have been given the opportunity to tender their Notes for purchase as described in paragraph (d) of
this Section 4.11 in accordance with this Indenture, the Company and its Restricted Subsidiaries
may use such remaining amount for purposes not prohibited by this Indenture and the amount of
Excess Proceeds will be reset to zero.



     (d) Within 30 days after the 365th day following, or the date one year and six months
following, the date of an Asset Sale (as the case may be), the Company shall, if it is obligated to
make an offer to purchase the Notes pursuant to paragraph (c) of this Section 4.11, send a written
Prepayment Offer notice, by first-class mail, to the Holders of the Notes (the “Prepayment
Offer Notice”), accompanied by such information regarding the Company and its Subsidiaries as
the Company believes will enable such Holders of the Notes to make an informed decision with
respect to the Prepayment Offer. The Prepayment Offer Notice will state, among other things:




     (1) that the Company is offering to purchase Notes pursuant to the provisions of this
Indenture;



80









 






     (2) that any Note (or any portion thereof) accepted for payment (and duly paid on the
Asset Sale Purchase Date) pursuant to the Prepayment Offer shall cease to accrue interest
on the Asset Sale Purchase Date;




     (3) that any Notes (or portions thereof) not properly tendered will continue to
accrue interest;




     (4) the purchase price and purchase date, which shall be, subject to any contrary
requirements of applicable law, no less than 30 days nor more than 60 days after the date
the Prepayment Offer Notice is mailed (the “Asset Sale Purchase Date”);




     (5) the aggregate principal amount of Notes to be purchased;




     (6) a description of the procedure which Holders of Notes must follow in order to
tender their Notes and the procedures that Holders of Notes must follow in order to
withdraw an election to tender their Notes for payment; and




     (7) all other instructions and materials necessary to enable Holders to tender Notes
pursuant to the Prepayment Offer.



     (e) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws or regulations thereunder to the extent such
laws and regulations are applicable in connection with the purchase of Notes as described above. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
relating to the Prepayment Offer, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.11 by
virtue thereof.



     (f) Holders electing to have Notes purchased hereunder will be required to surrender such
Notes at the address specified in the notice prior to the Asset Sale Purchase Date. Holders will be
entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.11 if
the Company receives, not later than one Business Day prior to the Asset Sale Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth (i) the name of the Holder, (ii)
the certificate number of the Note in respect of which such notice of withdrawal is being
submitted, (iii) the principal amount of the Note (which shall be $1,000 or whole multiples of
$1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be
withdrawn, (iv) a statement that such Holder is withdrawing his election to have such principal
amount of such Note purchased, and (v) the principal amount, if any, of such Note (which shall be
$1,000 or whole multiples of $1,000 in excess thereof) that remains subject to the original
Prepayment Offer Notice and that has been or will be delivered for purchase by the Company.



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     (g) The Company shall (i) not later than the Asset Sale Purchase Date accept for payment Notes
or portions thereof (in amounts of $1,000 or whole multiples of $1,000 in excess thereof) tendered
pursuant to the Prepayment Offer, (ii) not later than 1:00 p.m. (New York time) on the Asset Sale
Purchase Date deposit with the Trustee or with a Paying Agent an amount of money in same day funds
sufficient to pay the aggregate Prepayment Offer Price, as the case may be, of all the Notes or
portions thereof (in amounts of $1,000 or whole multiples of $1,000 in excess thereof) which are to
be purchased on that date and (iii) not later than 1:00 p.m. (New York time) on the Asset Sale
Purchase Date, as the case may be, deliver to the Paying Agent an Officers’ Certificate stating the
Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail
or deliver to Holders of Notes so accepted payment in an amount equal to the Prepayment Offer Price
of the Notes purchased from each such Holder, and the Company shall execute and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed
or delivered by the Paying Agent at the Company’s expense to the Holder thereof. For purposes of
this Section 4.11, the Company shall choose a Paying Agent which shall not be the Company.



     The Trustee and the Paying Agent shall return to the Company, upon its request, any cash that
remains unclaimed for two years after an Asset Sale Purchase Date, together with interest, if any,
thereon (subject to Section 7.01(f)), held by them for the payment of the Prepayment Offer Price,
as the case may be; and the Holder of such tendered and accepted Note shall thereafter look only to
the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such cash, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Company cause to be published once in The New York Times and The Wall
Street Journal (national edition) or send to each Holder entitled to such money notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such notification or publication, any unclaimed balance of such money then
remaining shall be repaid to the Company; provided, further however, that (x) to the extent that
the aggregate amount of cash deposited by the Company with the Trustee in respect of a Prepayment
Offer, as the case may be, exceeds the aggregate Prepayment Offer Price of the Notes or portions
thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless
otherwise directed by the Company in writing, promptly after the Business Day following the Asset
Sale Purchase Date, as the case may be, the Trustee shall return any such excess to the Company
together with interest or dividends, if any, thereon (subject to Section 7.01(f)).



     (h) Notes to be purchased shall, on the Asset Sale Purchase Date, become due and payable at
the Prepayment Offer Price, as the case may be, and



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from and after such date (unless the Company shall default in the payment of the Prepayment
Offer Price) such Notes shall cease to bear interest. Such Prepayment Offer Price shall be paid to
such Holder promptly following the later of the Asset Sale Purchase Date and the time of delivery
of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof
in the manner required. Upon surrender of any such Note for purchase in accordance with the
foregoing provisions, such Note shall be paid by the Company at the Prepayment Offer Price;
provided, however, that installments of interest whose Stated Maturity is on or prior to the Asset
Sale Purchase Date shall be payable to the Person in whose name the Notes are registered as such on
the relevant record dates according to the terms and the provisions of Section 2.03; provided
further that Notes to be purchased are subject to proration in the event the Excess Proceeds are
less than the aggregate Prepayment Offer Price of all Notes tendered for purchase, with such
adjustments as may be appropriate by the Trustee so that only Notes in denominations of $1,000 or
whole multiples of $1,000 in excess thereof, shall be purchased. If any Note tendered for purchase
shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent
in accordance with paragraph (g) of this Section 4.11, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Asset Sale Purchase Date at the rate borne by
such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at
the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange
for, the portion of the principal amount of the Note so surrendered that is not purchased. The
Company shall publicly announce the results of the Prepayment Offer, as the case may be, on or as
soon as practicable after the Asset Sale Purchase Date.



Section 4.12. Issuances Of Guarantees By Restricted Subsidiaries.




     (a) The Company shall provide to the Trustee, on or prior to the 90th day after the date that
(i) any Person becomes a Restricted Subsidiary after the date of this Indenture other than an MLP
Entity or Kommandor LLC, (ii) any Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary, or (iii) any Restricted Subsidiary of the Company (which is not a Guarantor) becomes a
guarantor or obligor in respect of any Indebtedness of the Company or any of the Restricted
Subsidiaries (other than the guarantee by the Company of any Permitted Debt of Kommandor LLC), in
each case, a supplemental indenture to the Indenture, executed by such Restricted Subsidiary,
providing for a full and unconditional guarantee on a senior unsecured basis by such Restricted
Subsidiary



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of the Company’s obligations under the Notes and this Indenture to the same extent as that set
forth in this Indenture.



     (b) Notwithstanding the foregoing (i) no Foreign Subsidiary shall be required to execute any
such supplemental indenture unless such Foreign Subsidiary has guaranteed other Indebtedness of the
Company or of a Restricted Subsidiary that is not a Foreign Subsidiary, and (ii) no Non-Guarantor
Restricted Subsidiary (other than Cal Dive I-Title XI, Inc.) shall be required to execute any such
supplemental indenture if the Consolidated Net Worth of such Non-Guarantor Restricted Subsidiary,
together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries (other
than and without regard to Cal Dive I-Title XI, Inc.), as of such date, does not exceed in the
aggregate $25.0 million; provided, however, that to the extent the collective Consolidated Net
Worth of the Company’s Non-Guarantor Restricted Subsidiaries (other than and without regard to Cal
Dive I-Title XI, Inc.), as of the date of the creation of, acquisition of or Investment in a
Non-Guarantor Restricted Subsidiary, exceeds $25.0 million, the Company shall cause, within 60 days
after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and
deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of
Exhibit E hereto providing for a full and unconditional guarantee on a senior unsecured basis by
such Restricted Subsidiary of the Company’s obligations under the Notes and this Indenture to the
same extent as that set forth in such Indenture, such that the collective Consolidated Net Worth of
all remaining Non-Guarantor Restricted Subsidiaries (other than and without regard to Cal Dive
I-Title XI, Inc.) does not exceed $25.0 million provided, further, however, it is understood that
Cal Dive I-Title XI, Inc. will only become a Guarantor pursuant to clause (iii) of paragraph (a) of
this Section 4.12.



Section 4.13. Limitation on Issuances and Sales of Preferred Stock of Restricted
Subsidiaries.




     (a) The Company shall not permit any Restricted Subsidiary of the Company to issue, sell or
transfer any Preferred Stock of such Restricted Subsidiary, except for (1) Preferred Stock issued
or sold to, held by or transferred to the Company or a Wholly Owned Restricted Subsidiary or a
Guarantor, and (2) Preferred Stock issued by a Person prior to the time (A) such Person becomes a
Restricted Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a
Restricted Subsidiary merges with or into such Person; provided that such Preferred Stock was not
issued or incurred by such Person in anticipation of the type of transaction contemplated by
subclause (A), (B) or (C) of this paragraph (a). This paragraph (a) shall not apply upon the
acquisition of all the outstanding Capital Stock of such Restricted Subsidiary in accordance with
the terms of this Indenture.



     (b) The Company shall not permit any Person (other than the Company or a Wholly Owned
Restricted Subsidiary or a Guarantor) to acquire Preferred Stock of any Restricted Subsidiary from
the Company or any Restricted



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Subsidiary, except upon the acquisition of all the outstanding Capital Stock of such
Restricted Subsidiary in accordance with the terms of this Indenture.




Section 4.14. Dividend and other Payment Restrictions Affecting Restricted Subsidiaries.




     (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries
to, directly or indirectly, create or otherwise cause to come into existence or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:




     (1) pay dividends or make any other distribution on its Capital Stock to the Company
or any other Restricted Subsidiary;




     (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;




     (3) make loans or advances to the Company or any other Restricted Subsidiary; or




     (4) transfer any of its properties or assets to the Company or any other Restricted
Subsidiary.



     (b) However, paragraph (a) of this Section 4.14 shall not prohibit any encumbrance or
restriction created, existing or becoming effective under or by reason of:




     (1) any agreement (including the Senior Credit Agreement and the other Indenture) in
effect on the date of this Indenture;




     (2) any agreement or instrument with respect to a Restricted Subsidiary that is not a
Restricted Subsidiary of the Company on the date of the Indenture, in existence at the
time such Person becomes a Restricted Subsidiary of the Company and not incurred in
connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;
provided that such encumbrances and restrictions are not applicable to the Company or any
Restricted Subsidiary or the properties or assets of the Company or any Restricted
Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;




     (3) any agreement or instrument governing any Acquired Debt or other agreement of any
entity or related to assets acquired by or merged into or consolidated with the Company or
any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not
entered into in contemplation of the acquisition, merger or consolidation transaction, and
(B) is not applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets or subsidiaries of



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the Person, so acquired, so long as the agreement containing such restriction does
not violate any other provision of this Indenture;




     (4) any applicable law or any requirement of any regulatory body;




     (5) any agreement in relation to any Liens securing obligations or Indebtedness
(provided such Liens are otherwise permitted to be incurred under the provisions of
Section 4.10 hereof) that limit the right of the debtor to dispose of or otherwise
transfer the assets subject to such Liens;




     (6) provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Company or any Restricted Subsidiary, or restrictions in
licenses relating to the property covered thereby, or other encumbrances or restrictions
in agreements or instruments relating to specific assets or property that restrict
generally the transfers of such assets or property; provided, however, that such
encumbrances or restrictions do not materially impair the ability of the Company to make
scheduled payments on the Notes when due;




     (7) agreements with respect to asset or Capital Stock sales, which limit the transfer
of such assets or Capital Stock pending the closing of such sale;




     (8) shareholders’, partnership, joint venture and similar agreements entered into in
the ordinary course of business; provided, however, that such encumbrances or restrictions
do not apply to any Restricted Subsidiaries other than the applicable company,
partnership, joint venture or other entity; and provided, further, however, that such
encumbrances and restrictions do not materially impair the ability of the Company to make
scheduled payments on the Notes when due;




     (9) cash or other deposits, or net worth requirements or similar requirements,
imposed by suppliers or landlords under contracts entered into in the ordinary course of
business;




     (10) any other Credit Facility governing debt of the Company, any Guarantor or any
Foreign Subsidiary, permitted to be incurred under the provisions of Section 4.07 hereof
provided, however, that such encumbrances or restrictions (i) are not materially more
restrictive, taken as a whole, than those contained in the Senior Credit Agreement or (ii)
do not (except upon a default or event of default thereunder) restrict the payment of
dividends in an amount sufficient to materially impair the ability of the Company to make
scheduled payments on the Notes when due;




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     (11) restrictions of the nature described in clause (4) of paragraph (a) of this
Section 4.14 by reason of customary non-assignment provisions in contracts, agreements,
licenses and leases entered into in the ordinary course of business; and




     (12) any amendment, modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing of any agreement, requirement, provision, instrument
or document containing the encumbrances or restrictions in the foregoing clauses (1)
through (11), or in this clause (12); provided that the terms and conditions of any such
encumbrances or restrictions are no more restrictive in any material respect taken as a
whole than those under or pursuant to such agreement, requirement, provision, instrument
or document so affected.



Section 4.15. Sale Leaseback Transactions.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into
any Sale Leaseback Transaction; provided, that the Company or any of its Restricted Subsidiaries
may enter into a Sale Leaseback Transaction if:




     (1) the Company or such Subsidiary could have incurred Indebtedness in an amount
equal to the Attributable Indebtedness relating to such Sale Leaseback Transaction
pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in paragraph (a)
of Section 4.07 hereof;




     (2) the gross cash proceeds of such Sale Leaseback Transaction are at least equal to
the Fair Market Value of the property that is the subject of such Sale Leaseback
Transaction; and




     (3) the transfer of assets in such Sale Leaseback Transaction is permitted by, and
the Company applies the proceeds of such transaction in the same manner and to the same
extent as Net Available Cash and Excess Proceeds from an Asset Sale in compliance with,
Section 4.11 hereof.



Section 4.16. Lines of Business.




     Neither the Company nor any of its Restricted Subsidiaries will directly or indirectly engage
in any material respect in any line or lines of business activity other than that which is a
Permitted Business.



Section 4.17. Unrestricted Subsidiaries.




     Each of Cal Dive and its Subsidiaries shall initially be designated as an “Unrestricted
Subsidiary”. The Board of Directors of the Company may



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designate after the Issue Date any other Subsidiary as an “Unrestricted Subsidiary” under this
Indenture (a “Designation”) only if:



     (a) no Default or Event of Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;



     (b) (x) the Company would be permitted to make an Investment (other than a Permitted
Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to
paragraph (a) of Section 4.08 hereof in an amount (the “Designation Amount”) equal to the
greater of (1) the net book value of the Company’s interest in such Subsidiary calculated in
accordance with GAAP or (2) the Fair Market Value of the Company’s interest in such Subsidiary as
determined in good faith by the Company’s Board of Directors, or (y) the Designation Amount is less
than $1,000.



     (c) the Company would be permitted under this Indenture to incur $1.00 of additional
Indebtedness (other than Permitted Debt) pursuant to Section 4.07 hereof at the time of such
Designation (assuming the effectiveness of such Designation);



     (d) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary
of the Company which is not simultaneously being designated an Unrestricted Subsidiary;



     (e) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any
Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted
Subsidiary may provide a Guarantee for the Notes; and



     (f) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or
understanding at such time with the Company or any Restricted Subsidiary unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company or, in the event such condition is not satisfied, the value of such
agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a
Restricted Payment.



     In the event of any such Designation, the Company shall be deemed, for all purposes of this
Indenture, to have made an Investment equal to the Designation Amount that constitutes a Restricted
Payment pursuant to Section 4.08 hereof.



     The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time



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     (a) provide credit support for, guarantee or subject any of its property or assets (other than
the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any
Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness); provided, however, that this Section 4.17 shall not be deemed to prevent Permitted
Investments in Unrestricted Subsidiaries that are otherwise allowed under this Indenture, or



     (b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.



     For purposes of the foregoing, the Designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be deemed to be the Designation of all present and future
Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an
Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as
a Restricted Subsidiary.



     The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a
“Revocation”) if:



     (a) no Default or Event of Default shall have occurred and be continuing at the time of and
after giving effect to such Revocation;



     (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately
following such Revocation would, if incurred at such time, have been permitted to be incurred for
all purposes of this Indenture; and



     (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other
than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed
Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such
redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the
Company could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to
Section 4.07 hereof.



     All Designations and Revocations must be evidenced by a Board Resolution of the Board of
Directors of the Company delivered to the Trustee certifying compliance with the foregoing
provisions of this Section 4.17.



Section 4.18. Payments for Consent.




     Neither the Company nor any of its Restricted Subsidiaries shall, directly or indirectly, pay
or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder
of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid or is
paid to all



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Holders of Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



Section 4.19. Offer to Repurchase Upon a Change of Control.




     (a) If a Change of Control occurs, each Holder of Notes shall have the right to require that
the Company purchase all or any part (in amounts of $1,000 or whole multiples of $1,000 in excess
thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control
Offer”). In the Change of Control Offer, the Company shall offer to purchase all of the Notes,
at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to
101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date
of purchase (the “Change of Control Purchase Date”) (subject to the rights of holders of
record on relevant record dates to receive interest due on an interest payment date).



     (b) Within 30 days after any Change of Control or, at the Company’s option, prior to such
Change of Control but after it is publicly announced, the Company must notify the Trustee and give
written notice of the Change of Control (the “Change of Control Purchase Notice”) to each
Holder of Notes, by first-class mail, postage prepaid, at his address appearing in the security
register. The Change of Control Purchase Notice must state, among other things:




     (1) that a Change of Control has occurred or will occur and the date of such event;




     (2) the circumstances and relevant facts regarding such Change of Control, including
information with respect to pro forma historical income, cash flow and capitalization
after giving effect to such Change of Control;




     (3) the Change of Control Purchase Price and the Change of Control Purchase Date,
which shall be fixed by the Company on a Business Day no earlier than 30 days nor later
than 60 days from the date the notice is mailed, or such later date as is necessary to
comply with requirements under the Exchange Act; provided that the Change of Control
Purchase Date may not occur prior to the Change of Control;




     (4) that any Note not tendered will continue to accrue interest;




     (5) that, unless the Company defaults in the payment of the Change of Control
Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Purchase Date; and



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     (6) other procedures that a Holder of Notes must follow to accept a Change of Control
Offer or to withdraw acceptance of the Change of Control Offer.



     (c) Upon receipt by the Company of the proper tender of Notes, the Holder of the Note in
respect of which such proper tender was made shall (unless the tender of such Note is properly
withdrawn at least one Business Day prior to the Change of Control Purchase Date) thereafter be
entitled to receive solely the Change of Control Purchase Price with respect to such Notes. Upon
surrender of any such Note for purchase in accordance with the foregoing provisions, such Note
shall be paid by the Company at the Change of Control Purchase Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of Control Purchase
Date shall be payable to the Holders of such Notes, registered as such on the relevant Regular
Record Dates according to the terms and the provisions of Section 2.03. If any Note tendered for
purchase in accordance with the provisions of this Section 4.19 shall not be so paid upon surrender
thereof, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from
the Change of Control Purchase Date at the rate borne by such Note. Holders electing to have Notes
purchased will be required to surrender such Notes to the Paying Agent at the address specified in
the Change of Control Purchase Notice at least one Business Day prior to the Change of Control
Purchase Date. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent
at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so require,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Registrar or the Trustee, as the case may be, duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes
of any authorized denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not
purchased.



     (d) The Company shall (i) not later than the Change of Control Purchase Date, accept for
payment Notes or portions thereof tendered pursuant to the Change of Control Offer, (ii) not later
than 1:00 p.m. (New York time) on the Business Day following the Change of Control Purchase Date,
deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to
pay the aggregate Change of Control Purchase Price of all the Notes or portions thereof which have
been so accepted for payment and (iii) not later than 1:00 p.m. (New York time) on the Business Day
following the Change of Control Purchase Date, deliver to the Paying Agent an Officers’ Certificate
stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Change
of Control Purchase Price of the Notes purchased from each such Holder, and the Company shall
execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note
equal in principal



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amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be
promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof.
The Company will publicly announce the results of the Change of Control Offer on the Change of
Control Purchase Date. For purposes of this Section 4.19, the Company shall choose a Paying Agent
which shall not be the Company.



     (e) A tender made in response to a Change of Control Purchase Notice may be withdrawn if the
Company receives, not later than one Business Day prior to the Change of Control Purchase Date, a
telegram, telex, facsimile transmission or letter, specifying, as applicable:




     (1) the name of the Holder;




     (2) the certificate number of the Note in respect of which such notice of withdrawal
is being submitted;




     (3) the principal amount of the Note (which shall be $1,000 or whole multiples of
$1,000 in excess thereof) delivered for purchase by the Company as to which such notice of
withdrawal is being submitted;




     (4) a statement that such Holder is withdrawing his election to have such principal
amount of such Note purchased; and




     (5) the principal amount, if any, of such Note (which shall be $1,000 or whole
multiples of $1,000 in excess thereof) that remains subject to the original Change of
Control Purchase Notice and that has been or will be delivered for purchase by the
Company.



     (f) The Trustee and the Paying Agent shall return to the Company, upon its request, any cash
that remains unclaimed for two years after a Change of Control Purchase Date together with interest
or dividends, if any, thereon (subject to Section 7.01(f) hereof), held by them for the payment of
the Change of Control Purchase Price; and the Holder of such tendered and accepted Note shall
thereafter look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such cash, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to
make any such repayment, shall at the expense of the Company cause to be published once in The New
York Times and The Wall Street Journal (national edition) or send to each Holder entitled to such
money notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining shall be repaid to the Company; provided, further however,
that (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to
clause (ii) of paragraph (d) of this Section 4.19 exceeds the aggregate Change of Control Purchase
Price of the Notes or portions thereof to be purchased, then the Trustee



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shall hold such excess for the Company and (y) unless otherwise directed by the Company in
writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee
shall return any such excess to the Company together with interest, if any, thereon (subject to
Section 7.01(f) hereof).



     (g) The Company shall comply with the applicable tender offer rules, including Rule 14e-1
under the Exchange Act, and any other applicable securities laws or regulations in connection with
a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.19, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this Section 4.19 by
virtue of such conflict.



     (h) Notwithstanding the foregoing, the Company shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.



Section 4.20. Corporate Existence.




     Subject to Article Five, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence of the Company and each
Restricted Subsidiary; provided that the Company is not required to preserve any the existence of
any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Subsidiaries taken as a whole.



ARTICLE FIVE

SUCCESSORS




Section 5.01. Consolidation, Merger and Sale of Assets.




     (a) The Company will not, in a single transaction or through a series of related transactions,
consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to any Person or group
of Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or
series of transactions, if such transaction or series of transactions, in the aggregate, would
result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially
all of the properties and assets of the Company and its Restricted Subsidiaries on a Consolidated
basis to any other Person or group of Persons (other than the Company or a Guarantor), unless at
the time and after giving effect thereto:



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     (1) either (a) the Company will be the continuing corporation or (b) the Person (if
other than the Company) formed by such consolidation or into which the Company is merged
or the Person which acquires by sale, assignment, conveyance, transfer, lease or
disposition all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a
corporation, limited liability company or limited partnership (provided that in the event
the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity
that is a corporation or limited liability company shall execute a supplemental indenture
pursuant to which it shall become a co-obligor of the Surviving Entity’s obligations under
the Notes and this Indenture) duly organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and such Person
expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the
Trustee, all the obligations of the Company under the Notes and this Indenture, and the
Notes and this Indenture will remain in full force and effect as so supplemented (and any
Guarantees will be confirmed as applying to such Surviving Entity’s obligations);




     (2) immediately after giving effect to such transaction on a pro forma basis (and
treating any Indebtedness not previously an obligation of the Company or any of its
Restricted Subsidiaries which becomes the obligation of the Company or any of its
Restricted Subsidiaries as a result of such transaction as having been incurred at the
time of such transaction), no Default or Event of Default will have occurred and be
continuing;




     (3) except in the case of a merger of the Company with or into a Restricted
Subsidiary or a Restricted Subsidiary with or into the Company or any other Restricted
Subsidiary, or a sale, assignment, conveyance, transfer, lease or disposition of
properties or assets to the Company or one or more Restricted Subsidiaries, immediately
after giving effect to such transaction on a pro forma basis (on the assumption that the
transaction occurred on the first day of the four-quarter period for which financial
statements are available ending immediately prior to the consummation of such transaction
with the appropriate adjustments with respect to the transaction being included in such
pro forma calculation), the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) could incur $1.00 of additional Indebtedness
(other than Permitted Debt) under Section 4.07 hereof;




     (4) at the time of the transaction, each Guarantor, if any, unless it is the other
party to the transactions described above, will have by supplemental indenture confirmed
that its Guarantee shall apply to such Person’s obligations under this Indenture and the
Notes;



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     (5) at the time of the transaction, if any of the property or assets of the Company
or any of its Restricted Subsidiaries would thereupon become subject to any Lien, Section
4.10 hereof is complied with; and




     (6) at the time of the transaction, the Company or the Surviving Entity will have
delivered, or caused to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each to
the effect that such consolidation, merger, transfer, sale, assignment, conveyance,
transfer, lease or other transaction and the supplemental indenture in respect thereof
comply with this Indenture.



     (b) Except as provided under Section 10.04 hereof, each Guarantor will not, and the Company
will not permit a Guarantor to, in a single transaction or through a series of related
transactions, (x) consolidate with or merge with or into any other Person (other than the Company
or any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of Persons (other than the
Company or any other Guarantor) or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions if such transaction or series of transactions, in the
aggregate, in the case of clause (y) would result in a sale, assignment, conveyance, transfer,
lease or disposition of all or substantially all of the properties and assets of the Guarantor and
its Restricted Subsidiaries on a Consolidated basis to any other Person or group of Persons (other
than the Company or any Guarantor), unless at the time and after giving effect thereto:




     (1) either (a) the Guarantor or the Company will be the continuing Person in the case
of a consolidation or merger involving the Guarantor or (b) the Person (if other than the
Guarantor) formed by such consolidation or into which such Guarantor is merged or the
Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of
all or substantially all of the properties and assets of the Guarantor and its Restricted
Subsidiaries on a Consolidated basis (the “Surviving Guarantor Entity”) will be a
corporation, limited liability company, limited liability partnership, partnership, trust
or other entity duly organized and validly existing under the laws of the United States of
America, any state thereof or the District of Columbia and such Person expressly assumes,
by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the
obligations of such Guarantor under its Guarantee of the Notes and this Indenture, and
such Guarantee and this Indenture will remain in full force and effect;




     (2) immediately before and immediately after giving effect to such transaction on a
pro forma basis, no Default or Event of Default will have occurred and be continuing; and



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     (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity
will have delivered, or caused to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of
Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment,
conveyance, lease or other transaction and the supplemental indenture in respect thereof
comply with this Indenture;


provided, however, that this paragraph (b) shall not apply to any Guarantor whose Guarantee of the
Notes is unconditionally released and discharged in accordance with Section 10.04 hereof.




     (c) In the event of any transaction (other than a lease) described in and complying with the
conditions listed in paragraphs (a) and (b) of this Section 5.01 in which the Company or any
Guarantor, as the case may be, is not the continuing Person, the successor Person formed or
remaining or to which such transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company or such Guarantor, as the case may be, and the
Company or any Guarantor, as the case may be, shall be discharged (other than in a transaction that
results in the transfer of assets constituting or accounting for less than 95% of the consolidated
assets (as of the last balance sheet date available to the Company) of the Company or the
consolidated revenue of the Company (as of the last 12-month period for which financial statements
are available)) from all obligations and covenants under this Indenture and the Notes or its
Guarantee, as the case may be.



     (d) Notwithstanding the foregoing, the Company or any Guarantor may merge with an Affiliate of
it incorporated or organized solely for the purpose of reincorporating or reorganizing the Company
or Guarantor in another jurisdiction to realize tax or other benefits.



ARTICLE SIX

DEFAULTS AND REMEDIES




Section 6.01. Events of Default.




     An “Event of Default” will occur if:




     (1) there shall be a default in the payment of any interest on any Note when it
becomes due and payable, and such default shall continue for a period of 30 days;




     (2) there shall be a default in the payment of the principal of (or premium, if any,
on) any Note at its Maturity (upon acceleration, optional or mandatory redemption, if any,
required repurchase or otherwise);



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     (3) there shall be a default in the performance or breach of the provisions of
Article Five, the Company shall have failed to make or consummate a Prepayment Offer in
accordance with Section 4.11 hereof, or the Company shall have failed to make or
consummate a Change of Control Offer in accordance with Section 4.19 hereof;




     (4) there shall be a default in the performance, or breach, of any covenant or
agreement of the Company or any Guarantor under this Indenture or any Guarantee (other
than a default in the performance, or breach, of a covenant or agreement which is
specifically dealt with in clause (1), (2) or (3) of this Section 6.01) and such default
or breach shall continue for a period of 60 days after written notice has been given, by
certified mail,




     (1) to the Company by the Trustee or (2) to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the outstanding Notes;




     (5) (a) any default in the payment of the principal, premium, if any, or interest on
any Indebtedness shall have occurred under any of the agreements, indentures or
instruments under which the Company, any Guarantor or any other Significant Subsidiary
then has outstanding Indebtedness in excess of $25.0 million when the same shall become
due and payable in full and such default shall have continued after any applicable notice
or grace period and shall not have been cured or waived or such amount repaid, and, if not
already matured at its final maturity in accordance with its terms, the holder of such
Indebtedness shall have the right to accelerate such Indebtedness or (b) an event of
default as defined in any of the agreements, indentures or instruments described in clause
(a) of this clause (5) shall have occurred and the Indebtedness thereunder, if not already
matured at its final maturity in accordance with its terms, shall have been accelerated
and such acceleration shall not have been rescinded or such Indebtedness repaid;




     (6) any Guarantee shall for any reason cease to be, or shall for any reason be
asserted in writing by any Guarantor or the Company not to be, in full force and effect
and enforceable in accordance with its terms, except to the extent contemplated by this
Indenture and any such Guarantee;




     (7) one or more judgments, orders or decrees of any court or regulatory or
administrative agency for the payment of money in excess of $25.0 million (excluding
amounts covered by enforceable insurance policies issued by solvent insurance carriers),
either individually or in the aggregate, shall be rendered against the Company, any
Guarantor or any other Significant Subsidiary or any of their respective properties and
shall not be discharged and either (a) any creditor shall have commenced an enforcement
proceeding upon such judgment, order or decree or (b) there



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shall have been a period of 60 consecutive days during which a stay of enforcement of
such judgment or order, by reason of an appeal or otherwise, shall not be in effect;




     (8) the entry by a court having jurisdiction in the premise of (i) a decree or order
for relief in respect of the Company or any Significant Subsidiary, in an involuntary case
or proceeding under any Bankruptcy Law or (ii) a decree or order adjudging the Company or
any Significant Subsidiary, a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Significant Subsidiary, under any applicable Bankruptcy Law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order described in clause (i) or (ii) above
is unstayed and in effect for a period of 60 consecutive days; or




     (9) (i) the commencement by the Company or any Significant Subsidiary, of a voluntary
case or proceeding under any applicable Bankruptcy Law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or (ii) the consent by the Company, to the
entry of a decree or order for relief in respect of the Company or any Significant
Subsidiary, in an involuntary case or proceeding under any applicable Bankruptcy Law or to
the commencement of any bankruptcy or insolvency case or proceeding against the Company,
or (iii) the filing by the Company, of a petition or answer or consent seeking
reorganization or relief under any applicable Bankruptcy Law, or (iv) the consent by the
Company to the filing of such petition or to the appointment of or the taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or (v) the making by
the Company or any Significant Subsidiary, of a general assignment for the benefit of
creditors, or the admission by the Company or any Significant Subsidiary, in writing of
its inability to pay its debts generally as they become due.



Section 6.02. Acceleration.




     (a) If an Event of Default (other than as specified in clause (8) or clause (9) of Section
6.01 with respect to the Company) shall occur and be continuing with respect to this Indenture, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal
of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and upon
any such declaration, such principal, premium, if any, and interest shall become due and payable
immediately. If an



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Event of Default specified in clause (8) or clause (9) of Section 6.01 occurs and is
continuing with respect to the Company, then all the Notes shall ipso facto become due and payable
immediately in an amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any, to the date the Notes become due and payable, without any declaration or
other act on the part of the Trustee or any Holder of Notes. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the Holders of Notes by appropriate
judicial proceedings.



     (b) After a declaration of acceleration, but before a judgment or decree for payment of the
money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount
of Notes outstanding by written notice to the Company and the Trustee, on behalf of the Holders of
Notes, may rescind and annul such declaration and its consequences if:




     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A)
all sums paid or advanced by the Trustee under this Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
(B) all overdue interest on all Notes then outstanding, (C) the principal of, and premium,
if any, on any Notes then outstanding which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the Notes and (D) to
the extent that payment of such interest is lawful, interest upon overdue interest at the
rate borne by the Notes;




     (2) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; and




     (3) all Events of Default, other than the non-payment of principal of, premium, if
any, and interest on the Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in this Indenture.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



Section 6.03. Other Remedies.




     (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, or interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.



     (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a
Note in exercising any right or remedy accruing upon and during the continuance of an Event of
Default shall not impair



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the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.



Section 6.04. Waiver of Past Defaults.




     The Holders of not less than a majority in aggregate principal amount of the Notes
outstanding, by written notice to the Trustee and the Company, may on behalf of the Holders of all
outstanding Notes waive any existing Default or Event of Default under this Indenture and its
consequences, except a continuing Default or Event of Default (1) in the payment of the principal
of, premium, if any, or interest on any Note (which may only be waived with the consent of each
Holder of Notes affected) or (2) in respect of a covenant or provision which under this Indenture
cannot be modified or amended without the consent of the Holder of each Note affected by such
modification or amendment. The Company shall deliver to the Trustee an Officers’ Certificate
stating that the requisite percentage of Holders have consented to such waiver and attaching copies
of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes, respectively. This
Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent thereon.



Section 6.05. Control by Majority.




     Holders of a majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal
liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest.



Section 6.06. Limitation on Suits.




     (a) No holder of any of the Notes of any series has any right to institute any proceedings
with respect to this Indenture or any remedy thereunder, unless (1) such holder has previously
given the Trustee written notice that an Event of Default has occurred and is continuing, (2) the
holders of at least 25% in aggregate principal amount of the outstanding Notes of such series have
made written request to the Trustee to institute a proceeding or pursue a remedy,



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(3) such holders have offered reasonable security or indemnity to the Trustee to institute
such proceeding or pursue such remedy as Trustee under the Notes of such series and the Indenture,
(4) the Trustee has failed to institute such proceeding or pursue such remedy within 30 days after
receipt of such notice and such offer of security or indemnity, and (5) the Trustee, within such
30-day period, has not received directions inconsistent with such written request by holders of a
majority in aggregate principal amount of the outstanding Notes of such series.




     (b) The limitations set forth in paragraph (a) of this Section 6.06 do not, however, apply to
a suit instituted by a holder of a Note for the enforcement of the payment of the principal of,
premium, if any, or interest on such Note on or after the respective due dates expressed in such
Note.



Section 6.07. Rights of Holders of Notes to Receive Payment.




     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, or interest on such Note, on or after the respective
due dates expressed in such Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.



Section 6.08. Collection Suit by Trustee.




     If an Event of Default specified in clause (1) or (2) of Section 6.01 above occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount of overdue principal of, premium, if any,
interest remaining unpaid on the Notes and interest on overdue principal and premium, if any, and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.



Section 6.09. Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other securities or property
payable or deliverable on any such claims and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses,



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disbursements and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



Section 6.10. Priorities.




     (a) If the Trustee collects any money or other property pursuant to this Article Six, it shall
pay out the money and other property in the following order:



     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;



     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if
any, interest ratably, without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium, if any, and interest, respectively; and



     Third: to the Company or to such party as a court of competent jurisdiction shall direct.



     (b) The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



Section 6.11. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does not apply to a suit
by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a



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suit by Holders of more than ten percent in principal amount of the then outstanding Notes.



ARTICLE SEVEN

TRUSTEE




Section 7.01. Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing, and is actually known to the
Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform on their face to the requirements of this Indenture.



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (ii) the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.



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     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders unless such
Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction.



     (f) Money held in trust by the Trustee need not be segregated from other funds and need not be
held in an interest-bearing account, in each case except to the extent required by law or by any
other provision of this Indenture. The Trustee (acting in any capacity hereunder) shall not be
liable for interest on any money received by it hereunder unless the Trustee otherwise agrees in
writing with the Company.



Section 7.02. Certain Rights of Trustee.




     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.



     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.



     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of



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the Holders unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction.



     (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such
event is sent to the Trustee in accordance with Section 12.02 hereof, and such notice references
the Notes.



     (h) Subject to Section 7.01(b)(ii) hereof, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit.



     (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.



Section 7.03. Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the
same rights it would have if it were not Trustee. However, in the event that the Trustee acquires
any conflicting interest as described in the TIA, it must eliminate such conflict within 90 days,
apply to the Commission for permission to continue as Trustee with such conflict or resign as
Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to
Sections 7.10 and 7.11 hereof.



Section 7.04. Trustee’s Disclaimer.




     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, it shall not be accountable for the Company’s use of the proceeds from
the Notes or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes
or pursuant to this Indenture other than its certificate of authentication.




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Section 7.05. Notice of Default.



     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90
days after the Trustee gains knowledge of the Default or Event of Default unless such Default or
Event of Default shall have been cured or waived before the giving of such notice. Except in the
case of a Default or Event of Default in payment of principal of, premium or interest on any Note,
the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the Holders of the Notes.



Section 7.06. Reports by Trustee to Holders of the Notes.




     (a) Within 60 days after each May 15 beginning with the May 15 following the date hereof, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section 313(c).



     (b) A copy of each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the Commission and each stock exchange on which the Notes are listed
in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes
are listed on any stock exchange or any delisting thereof.



Section 7.07. Compensation and Indemnity.




     (a) The Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it
has been appointed as such, as Paying Agent and Registrar) from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder in accordance with a
written schedule provided by the Trustee to the Company. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon request for all reasonable and customary disbursements, advances and
reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its
services, except those resulting from its own negligent action, negligent failure to act or willful
misconduct. Such expenses shall include the reasonable and customary compensation, disbursements
and expenses of the Trustee’s agents and counsel.



     (b) The Company shall indemnify the Trustee in its capacity against any and all losses,
liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 7.07) and
defending itself against



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any claim (whether asserted by either of the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to its negligence or
bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be
obligated to pay the reasonable fees and expenses of such separate counsel only if the Company
fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on
the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably
determined by the Trustee. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.



     (c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture.



     (d) To secure the Company’s payment obligations in this section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction
and discharge of this Indenture.



     (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in clause (8) of Section 6.01 hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



Section 7.08. Replacement of Trustee.




     (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall
become effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08.



     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:




     (i) the Trustee fails to comply with Section 7.10 hereof;




     (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;



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     (iii) a custodian or public officer takes charge of the Trustee or its property; or




     (iv) the Trustee becomes incapable of acting.



     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



     (d) If a successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10%
in principal amount of the then outstanding Notes may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee.



     (e) If the Trustee, after written request by any Holder who has been a Holder for at least
three months, fails to comply with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.



Section 7.09. Successor Trustee by Merger, Etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another Person, the successor Person without any further act shall
be the successor Trustee.



Section 7.10. Eligibility; Disqualification.




     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has (or its corporate parent shall have) a combined
capital and surplus of



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at least $100.0 million as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).



Section 7.11. Preferential Collection of Claims Against Company.




     The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein.



ARTICLE EIGHT

DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in
this Article Eight.



Section 8.02. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to this Indenture all
outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged
with respect to their obligations under this Indenture and the Guarantees on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Notes and Guarantees,
respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) of this
Section 8.02, and shall be deemed discharged from the payment and performance of all other
obligations under this Indenture, the Notes and the Guarantees (and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or discharged hereunder:
(a) the rights of Holders of outstanding Notes to receive solely from Funds in Trust (as defined in
Section 8.04 hereof and as more fully set forth in such Section) payments in respect of the
principal of, premium, if any, and interest on such Notes when such payments are due, (b) subject
to clause (a) of this Section 8.02, the Company’s obligations with respect to such Notes under
Article Two and Section 4.02 hereof,



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(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this
Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.




Section 8.03. Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations, and each Restricted Subsidiary shall be released from its
obligations, under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.19, and 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company and each Restricted Subsidiary may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, Sections 6.01(3) through (7) shall not constitute Events of Default.



Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance.




     The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:



     (a) the Company must irrevocably deposit or cause to be deposited with the Trustee, in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the
Notes cash in United States dollars, U.S. Government Obligations, or a combination thereof
(“Funds in Trust”), in such amounts as, in the aggregate, will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm, to pay and discharge the principal of, premium, if any, and
interest on the outstanding Notes on the Stated Maturity (or the applicable redemption date), if at
or prior to electing either Legal Defeasance or Covenant



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Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of
the outstanding Notes on such redemption date, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date);



     (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an
opinion of independent counsel in the United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the Holders and Beneficial Owners of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;



     (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an
opinion of independent counsel in the United States reasonably acceptable to the Trustee confirming
that the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;



     (d) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit (other than an Event of Default or Default resulting from the incurrence of Indebtedness or
Liens securing such Indebtedness, all or a portion of the proceeds of which will be applied to such
deposit) or insofar as clause (8) or clause (9) of Section 6.01 is concerned, at any time during
the period ending on the 91st day after the date of deposit;



     (e) such deposit shall not result in a breach, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company, any Guarantor or any
Restricted Subsidiary is a party or by which it is bound or if such breach or default would occur,
which is not waived as of, or for all purposes, on or after, the date of such deposit;



     (f) such deposit shall not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended, unless
such trust shall be registered under such Act or exempt from registration thereunder;



     (g) the Company shall have delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee to the effect that (assuming no Holder of the Notes would be
considered an insider of the Company



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or any Guarantor under any applicable bankruptcy or insolvency law and assuming no intervening
bankruptcy or insolvency of the Company or any Guarantor between the date of deposit and the 91st
day following the deposit) after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally;



     (h) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of the Notes or any
Guarantee over the other creditors of the Company or any Guarantor with the intent of defeating,
hindering, delaying or defrauding creditors of the Company, any Guarantor or others; and



     (i) the Company will have delivered to the Trustee an Officers’ Certificate and an opinion of
counsel in the United States reasonably acceptable to the Trustee, each stating that all conditions
precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may
be, have been complied with.


Section 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




     (a) Subject to Section 8.06 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium and interest, but such money need not be segregated from other funds except to the extent
required by law.



     (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited
pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.



     (c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the request of the Company any money or non-callable
U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of
a nationally recognized firm of independent public accountants, investment bank, or appraisal firm
expressed in a written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the



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amount thereof that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.



Section 8.06. Repayment to the Company.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company upon its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Company cause to be published once, in The New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining shall be repaid to the Company.



Section 8.07. Reinstatement.




     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations to make the related payments
under this Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may
be; provided, however, that, if the Company make any payment of principal of, premium, if any, or
interest on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.



ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01. Without Consent of Holders of Notes.




     (a) Notwithstanding Section 9.02 hereof, the Company, any Guarantor, any other obligor under
the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes without the
consent of any Holder of a Note:



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     (1) to evidence the succession of another Person to the Company, a Guarantor, or any
other obligor under the Notes, and the assumption by any such successor of the covenants
of the Company, such Guarantor or such obligor in this Indenture and in the Notes and in
any Guarantee in accordance with Section 5.01 hereof;




     (2) to add to the covenants of the Company, any Guarantor or any other obligor under
the Notes for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company or any Guarantor or any other obligor under the Notes, as
applicable, in this Indenture, in the Notes or in any Guarantee;




     (3) to cure any ambiguity, or to correct or supplement any provision in this
Indenture, the Notes or any Guarantee which may be defective or inconsistent with any
other provision in this Indenture, the Notes or any Guarantee;




     (4) to make any provision with respect to matters or questions arising under this
Indenture, the Notes or any Guarantee, provided that such provisions shall not adversely
affect the interest of the Holders of the Notes in any material respect;




     (5) to add a Guarantor or additional obligor under this Indenture or permit any
Person to guarantee the Notes and/or obligations under this Indenture;




     (6) to release a Guarantor as provided in this Indenture;




     (7) to evidence and provide the acceptance of the appointment of a successor Trustee
under this Indenture;




     (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the
Trustee for the benefit of the Holders of the Notes as additional security for the payment
and performance of the Company’s and any Guarantor’s obligations under this Indenture, in
any property, or assets, including any of which are required to be mortgaged, pledged or
hypothecated, or in which a security interest is required to be granted to or for the
benefit of the Trustee pursuant to this Indenture or otherwise;




     (9) to provide for the issuance of Additional Notes under this Indenture in
accordance with the limitations set forth in this Indenture;




     (10) to conform the text of this Indenture, the Notes or the Guarantees to any
provision of the “Description of Notes” section of the Offering Memorandum;



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     (11) to comply with the rules of any applicable securities depositary;




     (12) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (13) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; or




     (14) to provide for the issuance of Exchange Notes and related Guarantees or
Additional Notes and related Guarantees.



     (b) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 12.04 and Section 9.06 hereof, the Trustee shall join
with the Company in the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under this Indenture or
otherwise.



Section 9.02. With Consent of Holders of Notes.




     (a) Except as provided below in this Section 9.02, the Company, any Guarantor, any other
obligor under the Notes and the Trustee may amend or supplement this Indenture or the Notes with
the consent of the Holders of at least a majority in aggregate principal amount of the Notes
(including Additional Notes, if any) then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided,
however, that no such modification or amendment may, without the consent of the Holder of each
outstanding Note affected thereby:




     (1) change the Stated Maturity of the principal of, or any installment of interest
on, or change to an earlier date any redemption date of, or waive a default in the payment
of the principal of, premium, if any, or interest on, any such Note except rescission of
acceleration of Notes by the holders of a majority in aggregate principal amount of such
Notes and a waiver of the payment default that resulted from such acceleration or reduce
the principal amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or change the coin or currency in which the principal of any such
Note or any premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the
case of redemption, on or after the redemption date);



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     (2) reduce the amounts required to be paid by the Company (or materially defer the
times at which the Company is required to pay such amounts) pursuant to a Prepayment Offer
in connection with any Asset Sale or Asset Sales in accordance with Section 4.11 hereof or
pursuant to a Change of Control Offer in the event of any Change of Control in accordance
with Section 4.19 hereof;




     (3) reduce the percentage in principal amount of such outstanding Notes, the consent
of whose Holders is required for any such amendment or supplemental indenture, or the
consent of whose Holders is required for any waiver or compliance with certain provisions
of this Indenture;




     (4) modify any of the provisions relating to supplemental indentures requiring the
consent of Holders or relating to the waiver of past defaults, except to increase the
percentage of such outstanding Notes required for such actions or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each such Note affected thereby;




     (5) voluntarily release, other than in accordance with this Indenture, the Guarantee
of any Guarantor; or




     (6) amend or modify any of the provisions of this Indenture in any manner which
subordinates the Notes issued hereunder in right of payment to any other Indebtedness of
the Company or which subordinates any Guarantee in right of payment to any other
Indebtedness of the Guarantor issuing any such Guarantee.



     (b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 90 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be canceled and of no further effect.



     (c) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of
Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and
Section 12.04 hereof, the Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or



116









 







supplemental indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.



     (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if
such consent approves the substance thereof.



     (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.



Section 9.03. Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental Indenture that complies with the TIA as then in effect.



Section 9.04. Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



Section 9.05. Notation on or Exchange of Notes.




     (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.



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Section 9.06. Trustee to Sign Amendments, Etc.




     The Trustee shall sign any amended or supplemental indenture or Note authorized pursuant to
this Article Nine if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. Neither the Company nor any Guarantor may sign an
amendment or supplemental indenture or Note or Guarantee until its Board of Directors or trustees
or sole member (or committee serving a similar function), as the case may be, approves it. In
executing any amended or supplemental indenture or Note, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.



ARTICLE TEN

GUARANTEES




Section 10.01. Guarantee.




     (a) Subject to this Article Ten, each of the Guarantors hereby, jointly and severally, fully
and unconditionally, guarantees, on a senior unsecured basis, to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of
the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on
the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful
(subject in all cases to any applicable grace period provided herein), and all other monetary
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.



     (b) The Guarantors hereby agree that, to the maximum extent permitted under applicable law,
their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or



118









 







any other circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Subject to Section 6.06 hereof, each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except
by complete performance of the obligations contained in the Notes and this Indenture.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either of the Company or the Guarantors, any amount paid by either to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.



     (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article Six hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee. Each Guarantor that makes a payment or distribution under its Guarantee
shall have the right to seek contribution from any non-paying Guarantor, in a pro rata amount based
on the net assets of each Guarantor determined in accordance with GAAP, so long as the exercise of
such right does not impair the rights of the Holders under the Guarantee.



     (e) In respect to its obligations under its Guarantee, each Guarantor agrees to be bound to,
and hereby covenants, with respect to itself, the covenant set forth in Section 4.06 hereof.



     (f) The Obligations of each Guarantor under its Guarantee pursuant to this Article Ten shall
rank equally in right of payment with other existing and future senior Indebtedness of such
Guarantor, and senior in right of payment to all existing and future Subordinated Indebtedness of
such Guarantor.



Section 10.02. Limitation on Guarantor Liability.




     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform



119









 







Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum
amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor,
and after giving effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to
its contribution obligations under this Article Ten, will result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law. Until such time as the Notes are paid in full, each Guarantor hereby waives
all rights of subrogation or contribution, whether arising by contract or operation of law
(including, without limitation, any such right arising under federal Bankruptcy Law) or otherwise
by reason of any payment by it pursuant to the provisions of this Article Ten. Each Guarantor that
makes a payment or distribution under its Guarantee will be entitled to a contribution from each
other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in
accordance with GAAP.



Section 10.03. Execution and Delivery of Guarantee.




     (a) To evidence its Guarantee set forth in Section 10.01, on the Issue Date each Initial
Guarantor shall be required to have a notation of such Guarantee substantially in the form included
in Exhibit E hereto endorsed by an Officer of such Initial Guarantor by manual or facsimile
signature on each Note authenticated and delivered by the Trustee.



     (b) Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall remain in
full force and effect notwithstanding any failure to endorse on each Note a notation of such
Guarantee.



     (c) If an Officer whose signature is on this Indenture or on the Guarantee no longer holds
that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed, the
Guarantee shall be valid nevertheless.



     (d) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.



     (e) Subsequent to the date of this Indenture, in the event a Restricted Subsidiary is required
by Section 4.12 hereof to guarantee the Company’s obligations under the Notes and this Indenture,
the Company shall cause such Restricted Subsidiary to execute a supplemental indenture to this
Indenture substantially in the form included in Exhibit E hereto and Guarantees in accordance with
Section 4.12 hereof and this Article Ten, to the extent applicable.



120









 





Section 10.04. Releases of Guarantors.




     (a) A Guarantor will be deemed automatically and unconditionally released and discharged from
all of its obligations under its Guarantee without any further action on the part of the Trustee or
any Holder of the Notes:




     (1) in connection with any sale or other disposition of all or substantially all of
the assets of such Guarantor (including by way of merger or consolidation) to one or more
Persons that are not (either before or after giving effect to such transaction) the
Company or a Restricted Subsidiary, if such sale or other disposition complies with
Sections 4.09 and 4.11 hereof;




     (2) in connection with any sale of all of the Capital Stock of a Guarantor to one or
more Persons that are not (either before or after giving effect to such transaction) the
Company or a Restricted Subsidiary, if such sale complies with Sections 4.09 and 4.11
hereof;




     (3) if the Company properly designates such Guarantor as a Non-Guarantor Restricted
Subsidiary and such Restricted Subsidiary is not required to issue a Guarantee of the
Notes pursuant to Section 4.12 hereof;




     (4) if the Company properly designates any Restricted Subsidiary that is a Guarantor
as an Unrestricted Subsidiary;




     (5) if a Guarantor under any Credit Facility is released from its Guarantee pursuant
to the terms of all Credit Facilities;




     (6) if the Notes are discharged in accordance with the procedures set forth in
Article Eight or Article Eleven hereof; or




     (7) upon the liquidation or dissolution of such Guarantor.


provided that any such release and discharge pursuant to clauses (1), (2), (4), (5) and (6) above
shall occur only to the extent that all obligations of such Guarantor under all of its guarantees
of, and under all of its pledges of assets or other security interests which secure any,
Indebtedness of the Company shall also terminate at such time.




     (b) Any Guarantor not released from its obligations under its Guarantee shall remain liable
for the full amount of principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article Ten.



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ARTICLE ELEVEN

SATISFACTION AND DISCHARGE




Section 11.01. Satisfaction and Discharge.



     This Indenture will be discharged and will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes as expressly provided for in
this Indenture) as to all outstanding Notes under this Indenture when:



     (a) either




     (1) all such Notes theretofore authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced or paid or Notes whose payment has been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust as provided for in this Indenture) have been
delivered to the Trustee for cancellation, or




     (2) all Notes not theretofore delivered to the Trustee for cancellation (a) have
become due and payable by reason of making of a notice of redemption or otherwise, (b)
will become due and payable at their Stated Maturity within one year, or (c) are to be
called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company;



     (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust an amount in United States dollars, U.S. Government Obligations, or
a combination thereof, sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and
accrued interest at such Maturity, Stated Maturity or redemption date;



     (c) no Default or Event of Default shall have occurred and be continuing on the date of such
deposit;



     (d) the Company or any Guarantor has paid or caused to be paid all other sums due and payable
under this Indenture by the Company and any Guarantor;



     (e) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of
counsel in the United States reasonably acceptable to the Trustee, each stating that all conditions
precedent under this Indenture relating to the satisfaction and discharge of this Indenture have
been complied with; and



122









 





     (f) the Company has delivered irrevocable instructions to the Trustee hereunder to apply any
deposited money described in clause (b) above to the payment of the Notes at Maturity, Stated
Maturity or the redemption date, as the case may be.


Section 11.02. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




     (a) Subject to Section 11.03 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect of principal,
premium and interest, but such money need not be segregated from other funds except to the extent
required by law.



     (b) Notwithstanding the above, the Trustee shall pay to the Company from time to time upon its
request any cash or U.S. Government Obligations held by it as provided in this Section 11.02 which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification delivered to the Trustee, are in excess of the amount thereof that would then
be required to be deposited to effect a satisfaction and discharge under this Article Eleven.



Section 11.03. Repayment to the Company.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed
for two years after such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, shall at the
expense of the Company cause to be published once in The New York Times or The Wall Street Journal
(national edition) or send to each Holder entitled to such money, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money then remaining shall
be repaid to the Company.



123









 





ARTICLE TWELVE

MISCELLANEOUS




Section 12.01. No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.



Section 12.02. Notices.




     (a) Any notice or communication by either of the Company or any Guarantor, on the one hand, or
the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested), facsimile or
overnight air courier guaranteeing next day delivery, to the others’ address:


If to the Company or any Guarantor:



Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Facsimile: (281) 618-0505

Attention: General Counsel



with copies to:



Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

Facsimile: (713) 651-5246

Attention: Arthur H. Rogers, Esq.



If to the Trustee:



Wells Fargo Bank, National Association

1455 Ross Avenue, 2nd Floor

Dallas, Texas 75202

Facsimile: (214) 777-4086

Attention: Patrick Giordano




     (b) The Company, the Guarantors or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.



     (c) All notices and communications (other than those sent to Holders) shall be deemed to have
been duly given: (i) at the time delivered by hand, if



124









 







personally delivered; (ii) five Business Days after being deposited in the mail, postage
prepaid, if mailed; (iii) when receipt acknowledged, if telecopied; (iv) and the next Business Day
after timely delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.



     (d) Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.



     (e) If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     (f) If the Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.



Section 12.03. Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).



Section 12.04. Certificate and Opinion as to Conditions Precedent.




     (a) Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:




     (i) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating
that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and




     (ii) to the extent required under Section 314 of the Trust Indenture Act, an Opinion
of Counsel in form and substance reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel (who may rely on such Officers’ Certificate as to matters of fact), all such
conditions precedent and covenants have been satisfied.





125









 






Section 12.05. Statements Required in Certificate or Opinion.




     (a) Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section
314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:




     (i) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (ii) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (iii) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been satisfied; and




     (iv) a statement as to whether or not, in the opinion of such Person, such condition
or covenant has been satisfied.



Section 12.06. Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.




     No director, officer, employee, manager, incorporator, member, partner or stockholder or other
owner of Capital Stock of the Company or any Restricted Subsidiary, as such, will have any
liability for any obligations of the Company, any Guarantor or any other Restricted Subsidiary
under the Notes, this Indenture or the Guarantees to which they are a party, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under
the federal securities laws, and it is the view of the Commission that such waiver is against
public policy.



Section 12.08. Governing Law.




     THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.




126









 




Section 12.09. Consent to Jurisdiction.







     Any legal suit, action or proceeding arising out of or based upon this Indenture or the
transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of
the United States of America located in the City of New York or the courts of the State of New York
in each case located in the City of New York (collectively, the “Specified Courts”), and each party
irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such party’s address set
forth above shall be effective service of process for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that a Related Proceeding
has been brought in an inconvenient forum.



Section 12.10. Trust Indenture Act Controls.




     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.



Section 12.11. Successors.




     All agreements of the Company in this Indenture and the Notes shall bind their successors. All
agreements of the Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 5.01
or 10.04.



Section 12.12. Severability.




     In case any provision in this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



Section 12.13. Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



Section 12.14. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in person or by
agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or
tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly
provided, such action shall become effective when such



127









 







instrument or instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company if made in the manner provided in this Section 12.14.



     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to such witness, notary or officer the execution
thereof. Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.



     (c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal
amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be
proved by the register of the Notes maintained by the Registrar as provided in Section 2.04 hereof.



     (d) If the Company shall solicit from the Holders of the Notes any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at their option,
by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding
TIA Section 316(c), such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith or the date of the most recent list of
Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not
later than the date such solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion
of the then outstanding Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that purpose the then
outstanding Notes shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than eleven months after
the record date.



128









 





     (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.



     (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so itself with regard to all or any part of the principal
amount of such Note or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.



     (g) For purposes of this Indenture, any action by the Holders which may be taken in writing
may be taken by electronic means or as otherwise reasonably acceptable to the Trustee.



Section 12.15. Benefit of Indenture.




     Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the
Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 12.16. Table of Contents, Headings, Etc.




     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




129









 








SIGNATURES




	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,      as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CANYON OFFSHORE, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CANYON OFFSHORE INTERNATIONAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




130









 





	 	 	 	 	 
	 	ENERGY RESOURCE TECHNOLOGY GOM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CKB PETROLEUM, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CKB & ASSOCIATES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	BOX BROTHERS REALTY INVESTMENTS      COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CB FARMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




131









 





	 	 	 	 	 
	 	BOX RESOURCES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELL OPS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




132









 





	 	 	 	 	 
	 	HELIX VESSEL HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NEPTUNE VESSEL HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	VULCAN MARINE HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	VULCAN MARINE TECHNOLOGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HELIX INGLESIDE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




133









 





	 	 	 	 	 
	 	HELIX OIL & GAS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,      as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




134












 





EXHIBIT A1




[Face of Note]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES ON



A1-1









 







ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO
THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE
RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A
PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT;
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR
AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.



			
	 	 	 
	No. [     ]
	 	CUSIP: [               ]

Principal Amount: $[          ]






A1-2









 






HELIX ENERGY SOLUTIONS GROUP, INC.




9.5% Senior Notes due 2016




     Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), which term
includes any successor under the Indenture hereinafter referred to, for value received, promises to
pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES
DOLLARS on January 15, 2016.


Interest Payment Dates: January 15 and July 15 of each year, commencing
July 15, 2008.



Regular Record Dates: January 1 and July 1 of each year.




     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Date of Issuance: December 21, 2007




     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC., a      Minnesota corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A1-3









 






	 	 	 	 	 



(Form of Trustee’s Certificate of Authentication)





     This is one of the 9.5% Senior Notes due 2016 described in the within-mentioned Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL      ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     Date:                                 &n
bsp;      



A1-4









 





[Reverse Side of Note]

HELIX ENERGY SOLUTIONS GROUP, INC.




9.5% Senior Notes due 2016




     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     1. Interest. The Company promises to pay interest on the principal amount of this
Note at 9.5% per annum from the date hereof until maturity [and shall pay Additional Interest, if
any, as provided in the Registration Rights Agreement, dated December 21, 2007† referred below].*
The Company shall pay interest [and Additional Interest, if any,]* semi-annually in arrears on
January 15 and July 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from
the most recent date to which interest has been paid on the Notes (or one or more Predecessor
Notes) or, if no interest has been paid, from and including the date of original issuance; provided
that if there is no existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be July 15, 2008.‡ The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate then in effect on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest [and Additional Interest]* (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If a payment
date is not a Business Day, payment may be made on the next succeeding day that is a Business Day,
and no interest shall accrue on such payment for the intervening period.



     [This Exchange Note was issued in connection with the Exchange Offer pursuant to which the
9.5% Senior Notes due 2016 in like principal amount were exchanged for Exchange Notes. The Exchange
Notes rank pari passu in right of payment with the Initial Notes. For any period in which the
Initial Note exchanged for this Exchange Note was outstanding, Additional Interest may be due and
owing on the Initial Note in connection with the Registration Rights Agreement.]**





 




			
	*	 	Not to be included for Exchange Notes.
	 
	‡	 	For Additional Notes, insert the appropriate interest payment date for those Additional
Notes.
	 
	**	 	For Exchange Notes




A1-5









 










     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest [and Additional Interest]*, if any) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the January 1 or July 1 immediately
preceding the Interest Payment Date, even if such Notes are canceled after such record date and on
or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with
respect to defaulted interest. [The Company shall pay all Additional Interest, if any, on the dates
of its choosing and in the amounts set forth in the Registration Rights Agreement.]* The Notes
shall be payable as to principal, premium, if any, and interest [and Additional Interest, if any,]*
at the office or agency of the Company maintained for such purpose, or, at the option of the
Company, payment of interest [and Additional Interest, if any,]* may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided that payment by wire
transfer of immediately available funds shall be required with respect to principal of and
interest, premium, if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of December
21, 2007 (the “Indenture”) among the Company, the Initial Guarantors and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued
provides that an unlimited amount of Additional Notes may be issued thereunder, subject to
compliance with the covenants therein.



     5. Optional Redemption. (a) After January 15, 2012, the Company may redeem all or a
portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000
or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as
percentages of the principal amount), set forth below plus accrued and unpaid interest, if any,
thereon, to the applicable redemption date (subject to the rights of holders of record on relevant
record dates to receive interest due on an interest payment date), if redeemed during the
twelve-month period beginning on January 15 of the years indicated below:



A1-6









 





	 	 	 	 	 
	Year	 	Redemption Price
	 
	2012
	 	 	104.750	%
	2013
	 	 	102.375	%
	2014 and thereafter
	 	 	100	%








 




			
	*	 	Not to be included for Exchange Notes.





     (b) In addition, at any time and from time to time prior to January 15, 2011, the Company may
use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the
aggregate principal amount of Notes issued under the Indenture (including the principal amount of
any Additional Notes issued under the Indenture) at a redemption price equal to 109.5% of the
aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the
redemption date (subject to the rights of holders of record on relevant record dates to receive
interest due on an interest payment date); provided that this redemption provision shall not be
applicable with respect to any transaction that results in a Change of Control. At least 65% of the
aggregate principal amount of Notes (including the principal amount of any Additional Notes issued
under the Indenture) must remain outstanding immediately after the occurrence of such redemption.
In order to effect this redemption, the Company must mail a notice of redemption no later than 60
days after the closing of the related Equity Offering and must complete such redemption within 90
days of the closing of the Equity Offering.



     6. Mandatory Redemption. The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     7. Repurchase at Option of Holders.



     (a) Upon the occurrence of a Change of Control, each Holder may require the Company to
purchase such Holder’s Notes in whole or in part in amounts of $1,000 or whole multiples of $1,000
in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of
Control Offer in accordance with the procedures set forth in the Indenture.



     (b) Under certain circumstances described in the Indenture, the Company will be required to
apply the proceeds of Asset Sales to the repayment of the Notes and/or Pari Passu Indebtedness.



     8. Selection and Notice of Redemption. If less than all of the Notes are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee
considers fair



A1-7









 







and reasonable. Redemptions pursuant to Section 3.07(b) of the Indenture shall be made on a
pro rata basis or on as nearly a pro rata basis as practicable (subject to the provisions of the
Depositary). In the event of partial redemption by lot, the particular Notes to be redeemed shall
be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called for redemption.
Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the
notice of redemption that relates to that Note will state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the
original Note will be issued in the name of the Holder thereof upon cancellation of the original
Note. Notes called for redemption become due on the date fixed for redemption. On and after the
redemption date, interest [and Additional Interest],* if any, shall cease to accrue on
Notes or portions of them called for redemption.



     9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000 in excess thereof. The transfer of
Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company is not required to transfer or exchange any Note
selected for redemption. Also, the Company is not required to transfer or exchange any Note for a
period of 15 days before a selection of Notes to be redeemed.



     10. Persons Deemed Owners. The registered Holder of a Note will be treated as its
owner for all purposes.



     11. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or
supplemented only as provided in the Indenture.



     12. Defaults. In the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization specified in the Indenture, with respect to the Company or
any Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of not less than 25% in principal amount of the then outstanding Notes may, and the
Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and
accrued interest on all Notes to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration,
such principal, premium, if any, and interest shall become due and payable immediately. The





 




			
	*	 	Not to be included for Exchange Notes.




A1-8









 









Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of principal or interest) if
it determines that withholding notice is in their interest. The Holders of not less than a majority
in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of
the Holders of all outstanding Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default of Event of Default (1) in the payment
of the principal of, premium, if any, or interest on any Note (which may only be waived with the
consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under
the Indenture cannot be modified or amended without the consent of the Holder of each Note affected
by such modification or amendment.




     13. Trustee Dealings with the Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



     14. No Recourse Against Others. No director, officer, employee, manager, incorporator,
member, partner or stockholder or other owner of Capital Stock of the Company, Guarantors or any
Restricted Subsidiary, as such, will have any liability for any obligations of the Company or the
Restricted Subsidiaries under the Notes, the Indenture or the Guarantees to which they are a party,
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be effective to waive
liabilities under the federal securities laws.



     15. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     16. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. [In addition to the rights provided to Holders under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes issued on the Issue Date shall have all the
rights set forth in the Registration Rights Agreement dated as of December 21, 2007+,
among the Company, the Guarantors and the parties named on the signature pages
thereof.]*



     17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the





 




			
	+	 	For Additional Notes, insert the date of the
Registration Rights Agreement for those Additional Notes.




A1-9









 









Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.




     18. Governing Law. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the conflicts of laws principles
thereof.



     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:


Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Facsimile: (281) 618-0505

Attention: General Counsel






 




			
	*	 	Not to be included for Exchange Notes.




A1-10









 










ASSIGNMENT FORM




     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this
	 	 
	 

	 	 





	 	 	 
	Note to:
	 	 
	 

	 	 
	(Insert assignee’s legal name)







	 	 	 
	 

	 	(Insert
	 


	 	 
	assignee’s soc. sec. or tax I.D. no.)









	 	 	 
	 
	 
	 	 
	 
	 

	 	(Print
	 


	 	 





or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 




to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                    




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears
	 

	 	 	 	on the face of this Note)





Signature Guarantee*:






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A1-11









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or
Section 4.19 of the Indenture, check the appropriate box below:



[ ] Section 4.11 [ ] Section 4.19




     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 or Section 4.19 of the Indenture, state the amount you elect to have purchased:



$                                       
; 




Date:                                      &
nbsp; 




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on
	 

	 	 	 	the face of this Note)






	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





Signature Guarantee*:                    






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A1-12









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 
	 	 	Amount of Decrease	 	 	Amount of Increase	 	 	Maturity of this	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Global Following	 
	 	 	at Maturity of this	 	 	at Maturity of this	 	 	such Decrease (or	 
	Date of Exchange	 	Global Note	 	 	Global Note	 	 	Increase)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





A1-13









 






EXHIBIT A2




[Face of Note]




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.



     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES ON



A2-1









 







ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES THAT IT WILL NOT PRIOR TO
THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE
RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A
PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT;
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE REGISTRAR
AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.



     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES



A2-2









 







GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
DEFINED HEREIN).



A2-3









 





			
	 	 	 
	 
	 	CUSIP: [                       

                   ]
	No. [     ]
	 	Principal Amount: $[ ]






HELIX ENERGY SOLUTIONS GROUP, INC.




9.5% Senior Notes due 2016




     Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), which term
includes any successor under the Indenture hereinafter referred to, for value received, promises to
pay to CEDE & CO., or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS
on January 15, 2016.


Interest Payment Dates: January 15 and July 15 of each year, commencing

July 15, 2008.



Regular Record Dates: January 1 and July 1 of each year.




     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Date of Issuance: December 21, 2007



A2-4









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC., a      Minnesota corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A2-5









 






	 	 	 	 	 



(Form of Trustee’s Certificate of Authentication)





     This is one of the 9.5% Senior Notes due 2016 described in the within-mentioned Indenture.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL      ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Date:                    




A2-6









 








[Reverse Side of Note]

HELIX ENERGY SOLUTIONS GROUP, INC.




9.5% Senior Notes due 2016





     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     1. Interest. The Company promises to pay interest on the principal amount of this Note
at 9.5% per annum from the date hereof until maturity [and shall pay Additional Interest, if any,
as provided in the Registration Rights Agreement, dated December 21, 2007† referred below].* The
Company shall pay interest [and Additional Interest, if any,]* semi-annually in arrears on January
15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most
recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if
no interest has been paid, from and including the date of original issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be July 15, 2008.‡ The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate then in effect on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest [and Additional Interest]* (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If a payment
date is not a Business Day, payment may be made on the next succeeding day that is a Business Day,
and no interest shall accrue on such payment for the intervening period.



     [This Exchange Note was issued in connection with the Exchange Offer pursuant to which the
9.5% Senior Notes due 2016 in like principal amount were exchanged for Exchange Notes. The Exchange
Notes rank pari passu in right of payment with the Initial Notes. For any period in which the
Initial Note exchanged for this Exchange Note was outstanding, Additional Interest may be due and
owing on the Initial Note in connection with the Registration Rights Agreement.]**





 




			
	†	 	For Additional Notes, insert the date of the Registration Rights Agreement for those
Additional Notes.
	 
	*	 	Not to be included for Exchange Notes.
	 
	‡	 	For Additional Notes, insert the appropriate interest payment date for those Additional
Notes.
	 
	**	 	For Exchange Notes




A2-7









 










     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest [and Additional Interest]*, if any) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the January 1 or July 1 immediately
preceding the Interest Payment Date, even if such Notes are canceled after such record date and on
or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with
respect to defaulted interest. [The Company shall pay all Additional Interest, if any, on the dates
of its choosing and in the amounts set forth in the Registration Rights Agreement.]* The Notes
shall be payable as to principal, premium, if any, and interest [and Additional Interest, if any,]*
at the office or agency of the Company maintained for such purpose, or, at the option of the
Company, payment of interest [and Additional Interest, if any,]* may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided that payment by wire
transfer of immediately available funds shall be required with respect to principal of and
interest, premium, if any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may
act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of December 21,
2007 (the “Indenture”) among the Company, the Initial Guarantors and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued
provides that an unlimited amount of Additional Notes may be issued thereunder, subject to
compliance with the covenants therein.



     5. Optional Redemption. (a) After January 15, 2012, the Company may redeem all or a
portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000
or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed as
percentages of the principal amount), set forth below plus accrued and unpaid interest, if any,
thereon, to the applicable redemption date (subject to the rights of holders of record on relevant
record dates to receive interest due on an interest payment date), if redeemed



A2-8









 







during the twelve-month period beginning on January 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Redemption Price
	 
	2012
	 	 	104.750	%
	2013
	 	 	102.375	%
	2014 and thereafter
	 	 	100	%








 




			
	*	 	Not to be included for Exchange Notes.





     (b) In addition, at any time and from time to time prior to January 15, 2011, the Company may
use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the
aggregate principal amount of Notes issued under the Indenture (including the principal amount of
any Additional Notes issued under the Indenture) at a redemption price equal to 109.5% of the
aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the
redemption date (subject to the rights of holders of record on relevant record dates to receive
interest due on an interest payment date); provided that this redemption provision shall not be
applicable with respect to any transaction that results in a Change of Control. At least 65% of the
aggregate principal amount of Notes (including the principal amount of any Additional Notes issued
under the Indenture) must remain outstanding immediately after the occurrence of such redemption.
In order to effect this redemption, the Company must mail a notice of redemption no later than 60
days after the closing of the related Equity Offering and must complete such redemption within 90
days of the closing of the Equity Offering.



     6. Mandatory Redemption. The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     7. Repurchase at Option of Holders.



     (a) Upon the occurrence of a Change of Control, each Holder may require the Company to
purchase such Holder’s Notes in whole or in part in amounts of $1,000 or whole multiples of $1,000
in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase, pursuant to a Change of
Control Offer in accordance with the procedures set forth in the Indenture.



     (b) Under certain circumstances described in the Indenture, the Company will be required to
apply the proceeds of Asset Sales to the repayment of the Notes and/or Pari Passu Indebtedness.



     8. Selection and Notice of Redemption. If less than all of the Notes are to be
redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in



A2-9









 







compliance with the requirements of the principal national securities exchange, if any, on
which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and reasonable. Redemptions pursuant to
Section 3.07(b) of the Indenture shall be made on a pro rata basis or on as nearly a pro rata basis
as practicable (subject to the provisions of the Depositary). In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 60 nor more than 90 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. Notices of redemption may not be conditional. If any
Note is to be redeemed in part only, the notice of redemption that relates to that Note will state
the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest [and Additional Interest]*, if any, shall
cease to accrue on Notes or portions of them called for redemption.



     9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons
in denominations of $1,000 and whole multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange any Note selected
for redemption. Also, the Company is not required to transfer or exchange any Note for a period of
15 days before a selection of Notes to be redeemed.



     10. Persons Deemed Owners. The registered Holder of a Note will be treated as its
owner for all purposes.



     11. Amendment, Supplement and Waiver. The Indenture or the Notes may be amended or
supplemented only as provided in the Indenture.



     12. Defaults. In the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization specified in the Indenture, with respect to the Company or
any Significant Subsidiary, all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is continuing, the Trustee or
the Holders of not less than 25% in principal amount of the then outstanding Notes may, and the
Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and
accrued interest on all Notes to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration,
such principal, premium, if any, and interest shall become due and payable immediately. The Trustee
may withhold from Holders of the Notes notice of any continuing Default



A2-10









 







or Event of Default (except a Default or Event of Default relating to the payment of principal
or interest) if it determines that withholding notice is in their interest. The Holders of not less
than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may
on behalf of the Holders of all outstanding Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default (1) in
the payment of the principal of, premium, if any, or interest on any Note (which may only be waived
with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of the Holder of each
Note affected by such modification or amendment.



     13. Trustee Dealings with the Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.





 




			
	*	 	Not to be included for Exchange Notes.





     14. No Recourse Against Others. No director, officer, employee, manager,
incorporator, member, partner or stockholder or other owner of Capital Stock of the Company or any
Restricted Subsidiary, as such, will have any liability for any obligations of the Company,
Guarantors or the Restricted Subsidiaries under the Notes, the Indenture or the Guarantees to which
they are a party, or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. The waiver may not
be effective to waive liabilities under the federal securities laws.



     15. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     16. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. [In addition to the rights provided to Holders under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes issued on the Issue Date shall have all the
rights set forth in the Registration Rights Agreement dated as of December 21, 2007†, among the
Company, the Guarantors and the parties named on the signature pages thereof.] *



     17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



A2-11









 





     18. Governing Law. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the conflicts of laws principles
thereof.



     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Facsimile: (281) 618-0505

Attention: General Counsel






 




			
	†	 	For Additional Notes, insert the date of the Registration Rights Agreement for those
Additional Notes.
	 
	*	 	Not to be included for Exchange Notes.




A2-12









 










ASSIGNMENT FORM




     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this
	 	 
	 

	 	 





	 	 	 
	Note to:
	 	 
	 

	 	 




(Insert assignee’s legal name)




	 	 	 
	 

	 	(Insert
	 


	 	 





assignee’s soc. sec. or tax I.D. no.)




	 	 	 
	 
	 
	 	 
	 
	 

	 	(Print
	 


	 	 





or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint
	 	 
	 

	 	 




to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                                      &
nbsp; 




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears
	 

	 	 	 	on the face of this Note)





Signature Guarantee*:






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A2-13









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or
Section 4.19 of the Indenture, check the appropriate box below:



[ ] Section 4.11 [ ] Section 4.19




     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 or Section 4.19 of the Indenture, state the amount you elect to have purchased:



$                                       
; 




Date:                    




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on
	 

	 	 	 	the face of this Note)






	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 





Signature Guarantee*:                    






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).




A2-14









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 
	 	 	Amount of Decrease	 	 	Amount of Increase	 	 	Maturity of this	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Global Following	 
	 	 	at Maturity of this	 	 	at Maturity of this	 	 	such Decrease (or	 
	Date of Exchange	 	Global Note	 	 	Global Note	 	 	Increase)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





A2-15









 






EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Facsimile: (281) 618-0505

Attention: General Counsel




Wells Fargo Bank, National Association

1455 Ross Avenue, 2nd Floor

Dallas, Texas 75202

Facsimile: (214) 777-4086

Attention: Patrick Giordano




     Re: 9.5% Senior Notes due 2016



     Reference is hereby made to the Indenture, dated as of December 21, 2007 (the “Indenture”),
among Helix Energy Solution Group, Inc., a Minnesota corporation (the “Company”), the Guarantors
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.



                          (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount at maturity of $          
in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:



[CHECK ALL THAT APPLY]



o 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or
a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the


B-1









 






Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on
the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.



o 2. Check if Transferee will take delivery of a beneficial interest in the Regulation S
Temporary Global Note, the Regulation S Permanent Global Note or a Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and any Person acting
on its behalf reasonably believed and believes that the Transferee was outside the United States or
(y) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed transfer is being made
prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person
or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S
Temporary Global Note and/or the Definitive Note and in the Indenture and the Securities Act.



o 3. Check and complete if Transferee will take delivery of a beneficial interest in a
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation
S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that (check one):




     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;



     or



     (b) o such Transfer is being effected to the Company or a subsidiary thereof;



     or



B-2









 





     (c) o such Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements of the Securities
Act.


o 4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note.




     (a) o Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.



     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



B-3









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                    




B-4









 








ANNEX A TO CERTIFICATE OF TRANSFER





     1. The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (A) OR (B)]



o (A) a beneficial interest in the:





	 	(i)	 	144A Global Note (CUSIP                     ); or
	 
	 	(ii)	 	Regulation S Global Note (CUSIP                     ); or




o (B) a Restricted Definitive Note.



2. After the Transfer the Transferee will hold:




[CHECK ONE]



o (A) a beneficial interest in the:





	 	(iv)	 	144A Global Note (CUSIP                     ); or
	 
	 	(v)	 	Regulation S Global Note (CUSIP                     ); or
	 
	 	(vi)	 	Unrestricted Global Note (CUSIP                     ); or






	o (B)	 	a Restricted Definitive Note; or
	 
	o (C)	 	an Unrestricted Definitive Note,




in accordance with the terms of the Indenture.





B-5









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Helix Energy Solutions Group, Inc.

400 N. Sam Houston Parkway E., Suite 400

Houston, Texas 77060

Facsimile: (281) 618-0505

Attention: General Counsel




Wells Fargo Bank, National Association

1455 Ross Avenue, 2nd Floor

Dallas, Texas 75202

Facsimile: (214) 777-4086

Attention: Patrick Giordano




     Re: 9.5% Senior Notes due 2016



     Reference is hereby made to the Indenture, dated as of December 21, 2007 (the “Indenture”),
among Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), the Guarantors
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.



                         (the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount at maturity of $                     in such Note[s] or interests (the “Exchange”). In
connection with the Exchange, the Owner hereby certifies that:



     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an



C-1









 







Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.



     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.



     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner
hereby certifies that



C-2









 







the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will
continue to be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.



     (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, with
an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                    





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EXHIBIT D




FORM OF NOTATION OF GUARANTEE





     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the
extent set forth in the Indenture, dated as of December 21, 2007 (the “Indenture”), among Helix
Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), the Guarantors and Wells
Fargo Bank, National Association, as trustee (the “Trustee”), and subject to the provisions in the
Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest on
the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee shall be
governed by and construed in accordance with the laws of the State of New York.



	 	 	 	 	 
	 	[Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                    




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EXHIBIT E




FORM OF GUARANTOR SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY GUARANTORS





     GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of
                    , among Helix Energy Solutions Group, Inc. (the “Company”), the Company’s subsidiaries
listed on Schedule A hereto (each, a “New Guarantor”), the Company’s subsidiaries listed on
Schedule B hereto (collectively the “Existing Guarantors”) and Wells Fargo Bank, National
Association, as trustee under the Indenture referred to below (the “Trustee”).



WITNESSETH




     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture (the
“Indenture”), dated as of December 21, 2007, providing for the issuance of 9.5% Senior Notes due
2016 (the “Notes”);



     WHEREAS, Section 9.01 of the Indenture provides that, without the consent of any Holders, the
Company and the Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may modify, supplement or amend the Indenture to add a Guarantor or
additional obligor under the Indenture or permit any Person to guarantee the Notes and/or
obligations under the Indenture;



     WHEREAS, each New Guarantor wishes to guarantee the Notes pursuant to the Indenture;



     WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors, the New Guarantors
and the Trustee have agreed to enter into this Guarantor Supplemental Indenture for the purposes
stated herein; and



     WHEREAS, all things necessary have been done to make this Guarantor Supplemental Indenture,
when executed and delivered by the Company, the Existing Guarantors and each New Guarantor, the
legal, valid and binding agreement of the Company, the Existing Guarantors and each New Guarantor,
in accordance with its terms.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:



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     (1) Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     (2) Guarantee. Each New Guarantor hereby guarantees the Indenture and the Notes related
thereto pursuant to the terms and conditions of Article Ten of the Indenture, such Article Ten
being incorporated by reference herein as if set forth at length herein (each such guarantee, a
“Guarantee”) and such New Guarantor agrees to be bound as a Guarantor under the Indenture as if it
had been an initial signatory thereto; provided that the New Guarantor can be released from its
Guarantee to the same extent as any other Guarantor under the Indenture.



     (3) GOVERNING LAW. THIS GUARANTOR SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PRINCIPLES THEREOF.



     (4) Counterparts. The parties may sign any number of copies of this Guarantor Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     (5) Effect of Headings. The section headings herein are for convenience only and shall not
affect the construction hereof.



     (6) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Guarantor Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Company,
Existing Guarantors and the New Guarantors.



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     IN WITNESS WHEREOF, the parties hereto have caused this Guarantor Supplemental Indenture to be
duly executed and attested, all as of the date first above written.



     Dated:



	 	 	 	 	 
	 	HELIX ENERGY SOLUTIONS GROUP, INC., a Minnesota      corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EACH GUARANTOR LISTED ON SCHEDULE A
HERETO
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EACH GUARANTOR LISTED ON SCHEDULE B HERETO
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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