AMENDMENT NO. 6 AND WAIVER TO CREDIT AGREEMENT

This Amendment No. 6 and Waiver to Credit Agreement, dated as of November 1, 2013 (this "Sixth 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.

Reference is made to the Credit Agreement dated as of April 26, 2011 (as amended by Amendment No. 1 dated October 7, 2011, Amendment No. 2 dated July 9, 2012, Amendment No. 3 dated September 19, 2012, Amendment No. 4 dated November 2, 2012, Amendment No. 5 dated May 31, 2013, and as otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the lenders from time to time party thereto (collectively, the "Lenders" and individually, a "Lender") and the Administrative Agent.

The Borrower has notified the Administrative Agent that the Consolidated Fixed Charge Coverage Ratio of the Borrower may be less than 1.05 to 1.00 as at the last day of the fiscal quarter ending September 30, 2013, which would constitute an Event of Default under Section 8.01(b) of the Credit Agreement with respect to Section 7.11(a) of the Credit Agreement (the "Financial Covenant Default" and together with any Default or Event of Default that would arise solely (a) from any failure of the Borrower to give notice of the Financial Covenant Default pursuant to Section 6.03(a) of the Credit Agreement or (b) from any breach of the representation and warranty contained in Section 5.07 of the Credit Agreement that would arise solely from the existence of the Financial Covenant Default, the "Subject Default").

In connection with the foregoing, the Borrower has requested, and the Lenders and the Administrative Agent have agreed, to amend the Credit Agreement and grant certain waivers with respect to the Subject Default as set forth herein.

THEREFORE, in connection with the foregoing and for other good and valuable consideration, the Borrower, the Lenders, and the Administrative Agent hereby agree as follows:

(a) Consolidated Fixed Charge Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage Ratio to be less than the following amounts at any time during each of the following corresponding periods:

(b)            Exhibit D (Form of Compliance Certificate) to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit D attached hereto.

Section 3.  Waiver.  The Lenders hereby waive the Subject Default, which waiver, in the case of the Subject Default, shall be effective as of the date of occurrence of the Subject Default.  This waiver is limited to the extent described herein and shall not be construed to be a waiver of any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement or any of the Loan Documents or a waiver of any Default or Event of Default that may have occurred or may hereafter occur (other than the Subject Default).  Without limiting the foregoing, failure to observe or perform any agreement contained in Section 7.11(a) of the Credit Agreement, as amended above, shall constitute a Default and Event of Default.

Section 4.   Representations and Warranties.  The Borrower represents and warrants that (a) the execution, delivery, and performance of this Sixth Amendment by each Loan Party are within the corporate or equivalent power and authority of such Loan Party and have been duly authorized by all necessary corporate or other organizational action, (b) this Sixth Amendment and the Credit Agreement, as amended hereby, constitute legal, valid, and binding obligations of each Loan Party that is a party hereto or thereto, enforceable against such Loan Party in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general applicability affecting the enforcement of creditors' rights and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); (c) the representations and warranties of the Borrower and each other Loan Party contained in the Credit Agreement, as amended hereby, and in each Loan Document are true and correct in all material respects as of the date of this Sixth Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Security Documents are valid and subsisting and secure the Obligations.

Section 5.   Effect on Loan Documents.  Except as amended hereby, the Credit Agreement and all other Loan Documents remain in full force and effect as originally executed.  Except as expressly provided in Section 3 hereof, nothing herein shall act as a waiver of any of the Administrative Agent's or any Lender's rights under the Loan Documents as amended, including the waiver of any Default or Event of Default, however denominated.  The Borrower acknowledges and agrees that this Sixth Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement.  This Sixth Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Sixth Amendment may be a Default or Event of Default under the other Loan Documents.

Section 6.  Effectiveness.  This Sixth Amendment and the amendments and waivers contemplated hereby shall become effective, and the Credit Agreement shall be amended as provided for herein, upon the satisfaction of the following conditions:

(a)            the Administrative Agent (or its counsel) shall have received counterparts hereof duly executed and delivered by a duly authorized officer of the Borrower, each Subsidiary Guarantor, and by the Lenders whose consent is required to effect the amendments and waivers contemplated hereby;

(b)            the Administrative Agent shall have received, or shall concurrently receive (i) for the account of each Lender that has delivered an executed counterpart of this Sixth Amendment to the Administrative Agent by 2:00 p.m., central time, on October 30, 2013, a work fee equal to 18.75 basis points on the amount of such executing Lender's Revolving Credit Commitment then in effect and the aggregate outstanding amount of its Term Loans, and (ii) for the account of the applicable Person, payment of all other fees payable in connection with this Sixth Amendment;

Section 7.  Reaffirmation of Subsidiary Guaranty and Security Documents.  By its signature hereto, each Subsidiary Guarantor represents and warrants that (a) such Subsidiary Guarantor has no defense to the enforcement of the Subsidiary Guaranty, and that according to its terms the Subsidiary Guaranty will continue in full force and effect to guaranty the Borrower's obligations under the Credit Agreement and the other amounts described in the Subsidiary Guaranty following the execution of this Sixth Amendment and (b) the Liens created under the Security Documents to which such Subsidiary Guarantor is a party are valid and subsisting and will continue in full force and effect to secure the Borrower's obligations under the Credit Agreement and the other amounts described in such Security Documents following the execution of this Sixth Amendment.

Section 9.  Miscellaneous.  The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Sixth Amendment.  This Sixth Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered electronically and by telecopier.

Section 10.           ENTIRE AGREEMENT.  THIS SIXTH AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

EXECUTED as of the first date above written.

CAL DIVE INTERNATIONAL, INC.
By:	/s/ Brent Smith
Name:	Brent Smith
Title:	CFO
CAL DIVE OFFSHORE CONTRACTORS, INC., a Delaware corporation AFFILIATED MARINE CONTRACTORS, INC., a Delaware corporation FLEET PIPELINE SERVICES, INC., a Delaware corporation GULF OFFSHORE CONSTRUCTION, INC., a Delaware corporation CDI RENEWABLES, LLC, a Delaware limited liability company
By:	/s/ Brent Smith
Name:	Brent Smith
Title:	CFO
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Don B. Pinzon
Name:	Don B. Pinzon
Title:	Vice President
BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer
By:	/s/ John Schuessler
Name:	John Schuessler
Title:	Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and Lender
By:	/s/ Ronald F. Bentien, Jr.
Name:	Ronald F. Bentien, Jr.
Title:	Senior Vice President
BNP PARIBAS, as Co-Syndication Agent and Lender
By:	/s/ Louis-Valentin Neaud
Name:	Louis-Valentin Neaud
Title:	Director
By:	/s/ Eric Dulcire
Name:	Eric Dulcire
Title:	Director
DNB NOR BANK ASA, as Co-Documentation Agent and Lender
By:	/s/ Anders Platou
Name:	Anders Platou
Title:	Senior Vice President
By:	/s/ Cathleen Buckley
Name:	Cathleen Buckley
Title:	Senior Vice President
NATIXIS, as Co-Documentation Agent and Lender
By:	/s/ Kenyatta Gibbs
Name:	Kenyatta Gibbs
Title:	Director
By:	/s/ Stuart Murray
Name:	Stuart Murray
Title:	Managing Director
THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ John Frazell
Name:	John Frazell
Title:	Director
SCOTIABANC INC., as a Lender
By:	/s/ J.F. Todd
Name:	J.F. Todd
Title:	Managing Director
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Peter Hart
Name:	Peter Hart
Title:	Vice President
AMEGY BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Brian Duncan
Name:	Brian Duncan
Title:	Senior Vice President
CAPITAL ONE, N.A., as a Lender
By:	/s/ Don Backer
Name:	Don Backer
Title:	SVP
COMPASS BANK, as a Lender
By:	/s/ Claude R. Markham
Name:	Claude R. Markham
Title:	Vice President