GUARANTY FACILITY AGREEMENT

Part A: Specific Terms — Guarantee Facility

Part D: Power of Attorney/Signatures

Part B: Standard Terms — Guarantee Facility

Part E: Documentary Credit Application

Part C: Initial Conditions Precedent — Guarantee Facility

Name

Organisation number

Helix Energy Solutions Group Inc.

95-3409686

USD 20,000,000.

For the issuance of performance guarantees in connection with contract work in the UK and Norwegian North Sea (each a “ Guarantee ” and collectively the “ Guarantees ”)

364 days from the date of signing of the Agreement. The Guarantee Facility may be extended for successive 364-day periods through annual renewals as stipulated in Part B (Standard Terms – Guarantee Facility).

0.30% of Facility Amount, payable at signing of the Agreement.

0.20% of Facility Amount, payable at each 364-day extension of the Guarantee Facility as stipulated in Part B (Standard Terms – Guarantee Facility).

1.00% p.a. of the amount available to be drawn under, any of issued and outstanding Guarantees, but in no event less than USD 500 per Guarantee per annum. The Guarantee Commission is payable quarterly in arrears.

In the event that cash has been deposited in the Cash Collateral Account (as defined below) following from the Guarantee Facility not being extended through an annual review (as set out below), the Guarantee Commission shall be reduced to 0.30% p.a.

USD 500, payable on the issuance of the respective Guarantee.

Amounts due to Nordea shall be paid in accordance with the following wiring instructions:

Pay to:                CHASUS33

For the account of:      NDEAFIHH

Ref:                     Trade Finance Oslo — Helix Energy Solutions Group

The Guarantee Facility shall be available for the issuance of Guarantees with up to 3 years tenor on an unsecured basis, provided however that in the event the Guarantee Facility is not extended through an annual renewal as stipulated in Part B (Standard Terms – Guarantee Facility), cash in an amount equal to 105% of the aggregate amount available to be drawn under issued and outstanding Guarantees shall be deposited with the Bank no later than 7 days prior to the then applicable Maturity Date. Any unused commitment under the Guarantee Facility will terminate at the then applicable Maturity Date. In the event that cash has been deposited into the Cash Collateral Account (as defined below) as a

result of the foregoing, the Guarantee Commission shall be reduced to 0.30% p.a.

Cash deposited shall be held in an account with the Bank (the “ Cash Collateral Account ”), which account shall be pledged to the Bank and Guarantee Issuer as security for the Customer’s obligations under to the Agreement. The Cash Collateral Account shall be blocked for withdrawals by the Customer and accrue interest in accordance with prevailing market terms for similar accounts. Upon termination of all issued and outstanding Guarantees, satisfactory settlement of Customer’s obligations under the Agreement and termination of the Agreement in whole, any remaining balance in the Cash Collateral Account shall be returned to the Customer together with accrued interest thereon.

Funds held in the Cash Collateral Account shall be available to the Bank and the Guarantee Issuer for reimbursement of claims paid under issued Guarantees and unpaid commission, fees and reasonable charges and expenses payable under the Agreement, including, but not limited to, expenses for enforcement of the Agreement and any documents relating thereto.

Name:

Title:

Date:

Name:

Title:

Date:

A day on which banks are open for business of the nature required by this Agreement in Oslo, New York and (when the Guarantee lssuer is involved) Helsinki, and such other places which are contemplated by the transactions hereunder.

A stated beneficiary under a Guarantee issued under the Agreement.

Nordea Bank Norge ASA (organisation no NO 91 1 044 11 0).

Any circumstances described as such in Clause 10 (Default).

Any performance guarantee, including amendments thereto, issued or to be issued under the Agreement, as for the purpose set out in Part A (Specified Terms – Guarantee Facility).

The maximum amount for which the Guarantee Issuer is liable as stated in a Guarantee.

The date on which a Guarantee is issued.

The Guarantee Facility made available to the Customer pursuant to the Agreement.

Nordea Bank Finland PIc (organisation no 1680235-8).

A request from the Customer to the Bank to issue a Guarantee, substantially in the form set out in Part E (Documentary Credit Application).

The Guarantee Facility amount granted to the Customer pursuant to Clause 2 (Amount) to the extent not repaid, prepaid, cancelled or otherwise reduced pursuant to the Agreement.

Interbank Offered Rate is the rate (LIBOR/NIBOR/GBPIBOR/EURIBOR) of USD, NOK, GBP or EUR, calculated and determined according to market practice for the relevant currency for one month interest periods.

The date on which a Guarantee is issued.

364 days from the signing of the Agreement, subject to annual renewal. The Bank and/or the Guarantee lssuer will annually review the Guarantee Facility, the financial and operational situation of the Customer and other circumstances deemed relevant by the Bank and/or the Guarantee Issuer. The Bank will inform the Customer of the outcome of the review and whether the Guarantee Facility has been renewed for 364 days or for another period as decided by the Bank and the Guarantee issuer. In case of expiry of this Agreement the Customer shall pay all outstanding amounts under the Guarantee Facility within the Maturity Date, and/or the Customer shall deposit cash into a Cash Collateral Account as set out in Part A (Specific Terms — Guarantee Facility) or ensure that the Bank’s and the Guarantee Issuer’s obligations are taken over as agreed in Clause 10.2 iii) (Consequences of default).

Nordea Bank AB (publ) and any company, directly or indirectly, controlled by Nordea Bank AB (publ).

All and any documents entered into as security for any of the obligations of the Customer to the Bank and/or Guarantee lssuer under the Agreement and/or under Guarantees.

The available Facility Amount according to Part A (Specific Terms — Guarantee Facility), or the equivalent amount thereof in NOK, GBP or EUR. Exposure under issued and outstanding Guarantees shall be calculated monthly and in the event the aggregate USD equivalent amount available to be drawn under issued and outstanding Guarantees exceed the Facility Amount, cash covering such excess amount shall be deposited into the Cash Collateral Account and held as security by the Bank on behalf of the Guarantee Issuer.

The Guarantee lssuer decides at its own discretion whether to issue the requested Guarantee (with regard to the form and purpose). The Guarantee lssuer and/or the Bank shall inform the Customer without undue delay in case the Guarantee lssuer decides not to issue the requested Guarantee.

3.1

The Bank on behalf of the Guarantee lssuer shall receive the documentation required in Part C (Initial Conditions Precedent — Guarantee Facility) from the Customer, in form and substance acceptable to the Bank, not later than three (3) Business days prior to the requested Guarantee Date.

4.1

Subject to Clause 3 (Conditions Precedent), and the other terms and conditions of the Agreement, the Customer may request the issuance of a Guarantee when the following conditions have been duly fulfilled:

i)

The Bank, on behalf of the Guarantee Issuer, has received from the Customer a signed Documentary Credit Application attached to this Agreement. The Documentary Credit Application shall be signed by the Customer according to Part D (Power of Attorney/Signatures) of the Agreement.

ii)

The Bank and/or the Guarantee lssuer and the Customer have separately agreed on the terms for the Guarantee, including amount and expiry date.

iii)

Any other information or documents that the Bank might reasonably request.

5.1

The Bank, on behalf of the Guarantee Issuer, shall within 5 business days notify the Customer in writing of a Beneficiary’s demand for payment under a Guarantee.

6.1

If the Bank or the Guarantee lssuer receives a demand for payment under a Guarantee, and which corresponds to the wording of the Guarantee, the Bank and the Guarantee lssuer have the right to pay as follows:

i)

On-demand guarantees :

If the Guarantee is an on-demand guarantee, a standby letter of credit or other guarantee under which the Guarantee Issuer according to applicable law or agreement is obliged to pay upon receipt of the Beneficiary’s demand, the Customer shall pay to the Bank on the Bank’s first written demand and without protest, an amount corresponding to all amounts paid by the Bank and the Guarantee Issuer under the Guarantee.

ii)

Other guarantees :

If the Guarantee is not of the type described in Clause 6.2 i), the Customer shall pay to the Bank immediately upon the Bank’s or Guarantee Issuer’s payment to the Beneficiary an amount corresponding to all amounts paid by the Bank and the Guarantee Issuer under the Guarantee, but the Customer shall have the right to protest against the

iii) Indemnification for commission, fees, costs, interest, etc :
The Customer (and the Principal) shall cover guarantee commission, fees, costs, expenses, interest, etc and shall indemnify and keep indemnified the Bank and the Guarantee Issuer for all liabilities, costs, losses, damages and expenses that the Bank and/or Guarantee Issuer, acting in good faith, may at any time incur or sustain as a result of the issue of the Guarantee.

Payments mentioned above must (unless otherwise decided by the Bank and/or the Guarantee Issuer) be in same currency as the payment to the Beneficiary.

7.1

Security for all the Customer’s current and future obligations (conditional or unconditional) to the Bank and the Guarantee lssuer (incl. the Guarantees) under this Agreement is agreed in Part C (Initial Conditions Precedent — Guarantee Facility).