AMENDMENT NO. 7 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO SECURITY AGREEMENT AND AMENDMENT NO. 1 TO GUARANTYCredit Agreement • May 12th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
CAL DIVE INTERNATIONAL, INC. as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of July 18, 2012 5.00% CONVERTIBLE SENIOR NOTES DUE 2017Indenture • July 18th, 2012 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
INDENTURE dated as of July 18, 2012 among Cal Dive International, Inc., a Delaware corporation (“Company”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (“Trustee”).
CREDIT AGREEMENTCredit Agreement • July 3rd, 2013 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT ("Agreement") is entered into as of June 27, 2013, among CAL DIVE INTERNATIONAL, INC., a Delaware corporation ("CDII"), CAL DIVE OFFSHORE CONTRACTORS, INC. ("CDOCI"), a Delaware corporation, AFFILIATED MARINE CONTRACTORS, INC. ("AMCI"), a Delaware corporation, FLEET PIPELINE SERVICES, INC. ("FPSI"), a Delaware corporation, GULF OFFSHORE CONSTRUCTION, INC. ("GOCI"), a Delaware corporation and CDI RENEWABLES, LLC, a Delaware limited liability company ("CRL" and together with CDII, CDOCI, AMCI, FPSI and GOCI, collectively the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent.
Cal Dive International, Inc. Common Stock UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC J.P. Morgan Securities Inc.Underwriting Agreement • November 7th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019
CREDIT AGREEMENT Dated as of November 20, 2006 among CDI VESSEL HOLDINGS LLC, as the Borrower, CAL DIVE INTERNATIONAL, INC., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, AMEGY BANK NATIONAL...Credit Agreement • November 29th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 20, 2006, among CDI VESSEL HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2009 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
CREDIT SUISSE SECURITIES (USA) LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several Underwriters
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2006, is entered into by and between Cal Dive International, Inc., a Delaware corporation (including its successors, the “Company”), and Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”).
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • November 2nd, 2011 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Severance and Change of Control Agreement (“Agreement”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and John R. Abadie, Jr. (the “Executive”) is dated as of January 1, 2011 (the “Agreement Date”).
AMENDMENT NO. 1 TO SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • March 2nd, 2011 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Amendment No. 1 to Severance and Change of Control Agreement (“Amendment No. 1”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and Quinn J. Hébert (the “Executive”) is dated as of January 1, 2009 (the “Effective Date”).
RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc.Restricted Stock Award Agreement • December 16th, 2009 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Restricted Stock Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company”) and _____________ (“Employee”) effective as of ________ __, 20__ (“Grant Date”), pursuant to the Cal Dive International, Inc. 2006 Long Term Incentive Plan, (the “Plan”), which is incorporated by reference herein in its entirety.
PERFORMANCE SHARE UNIT AWARD AGREEMENT Cal Dive International, Inc. Amended and RestatedPerformance Share Unit Award Agreement • March 8th, 2013 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Performance Share Unit Award Agreement (the "Agreement") is made by and between Cal Dive International, Inc. ("Company" or "DVR") and __________ ("Employee") effective as of December 11, 2012 ("Grant Date"), pursuant to the Cal Dive International" Inc. Amended and Restated 2006 Long Term Incentive Plan, (the "Plan"), which is incorporated by reference herein in its entirety.
EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Employment Agreement (the “Agreement”) is made, effective as of the 1st day of November, 2005 (the “Effective Date”), between Cal Dive International, Inc., a Minnesota corporation, (“Company”), and Quinn J. Hébert (“Employee”), an individual residing at 4112 Swarthmore, Houston 77005.
TAX MATTERS AGREEMENT BY AND BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC. Dated as of December 14, 2006Tax Matters Agreement • March 1st, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Tax Matters Agreement (this “Agreement”) is entered into as of December 14, 2006, by and between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Parent”), and Cal Dive International, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Cal Dive”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 11, 2007 BY AND AMONG CAL DIVE INTERNATIONAL, INC., CAL DIVE ACQUISITION, LLC AND HORIZON OFFSHORE, INC.Merger Agreement • June 12th, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2007 (this “Agreement”), is by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation (“Cal Dive”), CAL DIVE ACQUISITION LLC, a Delaware limited liability company and wholly owned subsidiary of Cal Dive (“Merger Sub”), and HORIZON OFFSHORE, INC., a Delaware corporation (the “Company”).
LIMITED WAIVER AND AGREEMENTLimited Waiver and Agreement • November 7th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Limited Waiver and Agreement dated as of July 17, 2014 (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer.
RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc.Restricted Stock Award Agreement • March 2nd, 2011 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This Restricted Stock Award Agreement (the “Agreement”) is made by and between Cal Dive International, Inc. (“Company”) and __________ (“Director”) effective as of December 9, 2010 (“Grant Date”), pursuant to the Cal Dive International,, Inc. 2006 Long Term Incentive Plan, (the “Plan”), which is incorporated by reference herein in its entirety.
CORPORATE SERVICES AGREEMENT DATED DECEMBER 14, 2006 BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC.Corporate Services Agreement • March 1st, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This CORPORATE SERVICES AGREEMENT, dated to be effective as of December 14, 2006 (this “Agreement”), is made by and between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), and Cal Dive International, Inc., a Delaware corporation (“Cal Dive”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.
MASTER AGREEMENT BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC. Dated , 2006Master Agreement • August 4th, 2006 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
This MASTER AGREEMENT, dated , 2006 (this “Agreement”), is made between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”) and Cal Dive International, Inc., a Delaware corporation and as of the date hereof, an indirect, wholly-owned subsidiary of Helix (“Cal Dive”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.
THIRD LIMITED WAIVER AND AGREEMENTThird Limited Waiver and Agreement • November 7th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Third Limited Waiver and Agreement dated as of July 28, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the "Administrative Agent").
PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLANPerformance Share Unit Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and «Name_» (the "Award Recipient").
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • June 4th, 2013 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Amendment No. 5 to Credit Agreement, dated as of May 31, 2013 (this "Fifth Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer.
FOURTH LIMITED WAIVER AND AGREEMENTFourth Limited Waiver and Agreement • November 7th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Fourth Limited Waiver and Agreement dated as of August 8, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the "Administrative Agent").
RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLANRestricted Stock Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas
THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and _______________ (the "Award Recipient").
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 8th, 2013 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This First Supplemental Indenture, dated as of April 26, 2013 (this "Supplemental Indenture"), is entered into by and among Cal Dive International, Inc., a Delaware corporation (the "Company"), each subsidiary guarantor under the Indenture referred to below (the "Subsidiary Guarantors"), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the "Trustee"), under the Indenture referred to below.
AMENDMENT NO. 2 TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 17th, 2008 • Cal Dive International, Inc. • Oil & gas field services, nec
This Amendment No. 2 to Restricted Stock Award Agreement (the “Agreement”) is made by and among Cal Dive International, Inc. (the “Company”) and Quinn J. Hébert, Scott T. Naughton, G. Kregg Lunsford and Lisa Manget Buchanan (each an “Employee,” and collectively “Employees”) effective as of December 11, 2008, pursuant to the Amended and Restated Cal Dive International, Inc. 2006 Long Term Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety.
CREDIT AGREEMENT Dated as of December 11, 2007 among CAL DIVE INTERNATIONAL, INC. and CDI VESSEL HOLDINGS LLC, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DNB NOR BANK ASA, THE BANK OF NOVA SCOTIA,...Credit Agreement • December 17th, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 11, 2007, among CDI VESSEL HOLDINGS LLC, a Delaware limited liability company (“CDI Vessel”), CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Parent”, and together with CDI Vessel, the “Borrowers”, and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
LIMITED WAIVER AND AGREEMENTLimited Waiver and Agreement • November 7th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Limited Waiver and Agreement dated as of July 17, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the "Administrative Agent").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of April 30, 2014 and entered into by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation ("CDII"), CAL DIVE OFFSHORE CONTRACTORS, INC., a Delaware corporation ("CDOCI"), AFFILIATED MARINE CONTRACTORS, INC., a Delaware corporation ("AMCI"), FLEET PIPELINE SERVICES, INC., a Delaware corporation ("FPSI"), GULF OFFSHORE CONSTRUCTION, INC., a Delaware corporation ("GOCI") and CDI RENEWABLES, LLC, a Delaware limited liability company ("CRL" and, together with CDII, CDOCI, AMCI, FPSI and GOCI, collectively, the "Borrower"), the lenders party hereto and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (the "Administrative Agent"), and is made with reference to that certain Credit Agreement, dated as of June 27, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), by and among the Borrower, the Lenders (as defined in therein), and
Cal Dive International, Inc. $75,000,000 Aggregate Principal Amount 5.00% Convertible Senior Notes Due 2017 PURCHASE AGREEMENT dated July 12, 2012 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith IncorporatedPurchase Agreement • July 18th, 2012 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
AMENDMENT NO. 1 TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 29th, 2008 • Cal Dive International, Inc. • Oil & gas field services, nec
This Amendment No. 1 to Restricted Stock Award Agreement (the “Agreement”) is made by and among Cal Dive International, Inc. (the “Company”) and Quinn J. Hébert, Scott T. Naughton, G. Kregg Lunsford and Lisa Manget Buchanan (each an “Employee,” and collectively “Employees”) effective as of December 19, 2007, pursuant to the Amended and Restated Cal Dive International, Inc. 2006 Long Term Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety.
AMENDMENT NO. 2 TO SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • September 16th, 2010 • Cal Dive International, Inc. • Oil & gas field services, nec
This Amendment No. 2 to Severance and Change of Control Agreement (“Amendment No. 2”) between Cal Dive International, Inc., a Delaware corporation (the “Company”), and _______________ (the “Executive”) is dated as of September 10, 2010 (the “Effective Date”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 1st, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Amendment No. 1 to Credit Agreement, dated as of December 15, 2006, (this “Amendment”), is entered into by CDI VESSEL HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent in such capacity (the “Administrative Agent”), Swing Line Lender and L/C Issuer.
LIMITED WAIVER AND AGREEMENTLimited Waiver and Agreement • November 7th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Limited Waiver and Agreement dated as of July 21, 2014, (this "Waiver"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower party hereto, the lenders party to the Credit Agreement described below, and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the "Administrative Agent").
INTERCREDITOR AGREEMENT Dated as of May 9, 2014 Among CAL DIVE INTERNATIONAL, INC., as Borrower, Certain Subsidiaries of the Borrower party hereto,Intercreditor Agreement • December 16th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 8th, 2012 • Cal Dive International, Inc. • Oil & gas field services, nec • New York
This Amendment No. 4 to Credit Agreement, dated as of November 2 2012 (this “Fourth Amendment”), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.
