0000950129-07-001095 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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TAX MATTERS AGREEMENT BY AND BETWEEN HELIX ENERGY SOLUTIONS GROUP, INC. AND CAL DIVE INTERNATIONAL, INC. Dated as of December 14, 2006
Tax 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”).

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.

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit 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.

RESTRICTED STOCK AWARD AGREEMENT Cal Dive International, Inc. 2006 Long Term Incentive Plan
Restricted Stock Award Agreement • March 1st, 2007 • 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 «Name» (“Employee”) effective as of December 19, 2006 (“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.

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 1st, 2007 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

This Employee Matters Agreement (the “Agreement”), dated as of December 14, 2006, is between Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), and Cal Dive International, Inc., a Delaware corporation and wholly owned subsidiary of Helix (“Cal Dive”).

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