0000950129-06-000610 Sample Contracts

AGREEMENT AND PLAN OF MERGER AMONG CAL DIVE INTERNATIONAL, INC. (“PARENT”), AND REMINGTON OIL AND GAS CORPORATION (“COMPANY”) January 22, 2006

Merger Agreement • January 25th, 2006 • Cal Dive International Inc • Oil & gas field services, nec • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 25th, 2006
• Company
  Cal Dive International Inc
• Industry
  Oil & gas field services, nec
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (as amended, supplemented or modified from time to time, this “Agreement”) is made and entered into as of January 22, 2006, by and among CAL DIVE INTERNATIONAL, INC., a Minnesota corporation (“Parent”), and REMINGTON OIL AND GAS CORPORATION, a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • January 25th, 2006 • Cal Dive International Inc • Oil & gas field services, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 25th, 2006
• Company
  Cal Dive International Inc
• Industry
  Oil & gas field services, nec
• Jurisdiction
  Delaware

This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of January 24, 2006, by and among CAL DIVE INTERNATIONAL, INC., a Minnesota corporation (“Parent”), CAL DIVE MERGER — DELAWARE, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and REMINGTON OIL AND GAS CORPORATION, a Delaware corporation (the “Company”).