0001193125-06-103505 Sample Contracts

AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 8th, 2006 • Acergy S.A. • Oil & gas field services, nec • Texas

This Amendment to Asset Purchase Agreement (the “Amendment”), dated as of November 1, 2005, is made by and among CAL DIVE INTERNATIONAL, INC., a Minnesota corporation (“CDI” or the “Buyer”), and STOLT OFFSHORE INC., a Louisiana corporation, S & H DIVING LLC, a Louisiana limited liability company and SCS SHIPPING LIMITED, an Isle of Man company (collectively, the “Sellers”). Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Unless otherwise specified, capitalized terms used herein shall have the meaning specified in the Asset Purchase Agreement (as defined below).

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AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 8th, 2006 • Acergy S.A. • Oil & gas field services, nec • Texas

This Amendment No. 2 to Asset Purchase Agreement (the “Amendment”), dated to be effective as of March 1, 2006, is made by and among CAL DIVE INTERNATIONAL, INC., a Minnesota corporation (“CDI” or the “Buyer”), and STOLT OFFSHORE INC., a Louisiana corporation, S & H DIVING LLC, a Louisiana limited liability company and SCS SHIPPING LIMITED, an Isle of Man company (collectively, the “Sellers”). Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Unless otherwise specified, capitalized terms used herein shall have the meaning specified in the Asset Purchase Agreement (as defined below).

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