0000950129-07-001105 Sample Contracts

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 • Helix Energy Solutions Group 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”).

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