0001364100-14-000006 Sample Contracts

PERFORMANCE SHARE UNIT AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN
Performance Share Unit Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and «Name_» (the "Award Recipient").

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RESTRICTED STOCK AGREEMENT UNDER THE CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN
Restricted Stock Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

THIS AGREEMENT (the "Agreement") is effective as of January 22, 2014 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive"), and _______________ (the "Award Recipient").

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 31, 2013 and entered into by and among CAL DIVE INTERNATIONAL, INC., a Delaware corporation ("CDII"), CAL DIVE OFFSHORE CONTRACTORS, INC., a Delaware corporation ("CDOCI"), AFFILIATED MARINE CONTRACTORS, INC., a Delaware corporation ("AMCI"), FLEET PIPELINE SERVICES, INC., a Delaware corporation ("FPSI"), GULF OFFSHORE CONSTRUCTION, INC., a Delaware corporation ("GOCI") and CDI RENEWABLES, LLC, a Delaware limited liability company ("CRL" and, together with CDII, CDOCI, AMCI, FPSI and GOCI, collectively, the "Borrower"), the lenders party hereto and ABC FUNDING, LLC, a Delaware limited liability company, as Administrative Agent (the "Administrative Agent"), and is made with reference to that certain Credit Agreement, dated as of June 27, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), by and among the Borrower, the Lenders (as defined in therein), a

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • New York

This Amendment No. 3 to Credit Agreement, dated as of September 19, 2012 (this "Third Amendment"), is entered into by CAL DIVE INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the lenders party to the Credit Agreement described below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer.

CAL DIVE INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN
Restricted Stock Agreement • March 11th, 2014 • Cal Dive International, Inc. • Oil & gas field services, nec • Texas

THIS AGREEMENT (the "Agreement") is effective as of December 12, 2013 by and between Cal Dive International, Inc., a Delaware corporation ("Cal Dive") and __________ (the "Award Recipient").

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