exhibit 10. 1 master agreement between helix energy solutions group, inc. and cal dive international, inc. dated, 2006 exhibit 10. 1 master agreement between helix energy solutions group, inc. and cal dive international, inc. dated, 2006 table of contents page article i definitions 2 1. 1 certain definitions 2 1. 2 other terms 8 article ii the separation 9 2. 1 transfer of cal dive assets ; assumption of cal dive liabilities 9 2. 2 cal dive assets 10 2. 3 cal dive liabilities 11 2. 4 termination of agreements 13 2. 5 governmental approvals and consents ; delayed transfer assets and liabilities 14 2. 6 novation of assumed cal dive liabilities 15 2. 7 novation of liabilities other than cal dive liabilities 16 2. 8 transfers of assets and assumption of liabilities 16 2. 9 transfer of excluded assets by cal dive ; assumption of excluded liabilities by helix 17 2. 10 disclaimer of representations and warranties 18 article iii intercompany transactions as of the closing date 19 3. 1 time and place of closing 19 3. 2 closing transactions 19 3. 3 amended and restated certificate of incorporation and amended and restated bylaws 20 3. 4 the initial public offering 20 3. 5 proceeds of initial public offering 20 3. 6 rescission 21 article iv financial and other information 21 4. 1 financial and other information 21 4. 2 agreement for exchange of information ; archives 28 4. 3 ownership of information 29 4. 4 compensation for providing information 29 4. 5 record retention 30 - i - table of contents page article i definitions 2 1. 1 certain definitions 2 1. 2 other terms 8 article ii the separation 9 2. 1 transfer of cal dive assets ; assumption of cal dive liabilities 9 2. 2 cal dive assets 10 2. 3 cal dive liabilities 11 2. 4 termination of agreements 13 2. 5 governmental approvals and consents ; delayed transfer assets and liabilities 14 2. 6 novation of assumed cal dive liabilities 15 2. 7 novation of liabilities other than cal dive liabilities 16 2. 8 transfers of assets and assumption of liabilities 16 2. 9 transfer of excluded assets by cal dive ; assumption of excluded liabilities by helix 17 2. 10 disclaimer of representations and warranties 18 article iii intercompany transactions as of the closing date 19 3. 1 time and place of closing 19 3. 2 closing transactions 19 3