0000950129-05-003272 Sample Contracts

300,000,000 AGGREGATE PRINCIPAL AMOUNT CAL DIVE INTERNATIONAL, INC. Registration Rights Agreement dated March 30, 2005
Registration Rights Agreement • April 4th, 2005 • Cal Dive International Inc • Oil & gas field services, nec • New York

REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2005, between Cal Dive International, Inc. a Minnesota company (together with any successor entity, herein referred to as the “Company”) and Banc of America Securities LLC, as representative of the Initial Purchasers (the “Initial Purchasers”), under the Purchase Agreement (as defined below).

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240,000,000 AGGREGATE PRINCIPAL AMOUNT CAL DIVE INTERNATIONAL, INC. 3.25 % CONVERTIBLE SENIOR NOTES DUE 2025 Purchase Agreement dated March 23, 2005
Cal Dive International Inc • April 4th, 2005 • Oil & gas field services, nec • New York

BANC OF AMERICA SECURITIES LLC As Representative of the several Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, New York 10019

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