1 EXHIBIT 4.6 FORM OF SUBORDINATED INDENTUREOceaneering International Inc • August 25th, 2000 • Oil & gas field services, nec • New York
EXHIBIT 4.04 AMENDED AND RESTATED CREDIT AGREEMENT ($250,000,000 REVOLVING LOAN FACILITY WITH ACCORDION TO $300,000,000) DATED AS OF JANUARY 2, 2004Credit Agreement • March 9th, 2004 • Oceaneering International Inc • Oil & gas field services, nec • Texas
EXHIBIT 10.02 August 15, 2001 Mr. John R. Huff Chairman and Chief Executive Officer Oceaneering International, Inc. 11911 FM 529 Houston, TX 77041 Re: Service Agreement ("Agreement") Dear Mr. Huff: Oceaneering International, Inc. (the "Company")...Service Agreement • March 27th, 2002 • Oceaneering International Inc • Oil & gas field services, nec • Texas
EXHIBIT 4.01 CREDIT AGREEMENT ($100,000,000 REVOLVING LOAN FACILITY WITH ACCORDION TO $125,000,000) DATED AS OF JULY 1, 2003Credit Agreement • August 13th, 2003 • Oceaneering International Inc • Oil & gas field services, nec • Texas
TABLE OF CONTENTSNote Purchase Agreement • November 12th, 1998 • Oceaneering International Inc • Oil & gas field services, nec • New York
AMONG OCEANEERING INTERNATIONAL, INC., AS BORROWER,Loan Agreement • June 28th, 2000 • Oceaneering International Inc • Oil & gas field services, nec • Texas
1 EXHIBIT 4.5 FORM OF SENIOR INDENTUREIndenture • August 25th, 2000 • Oceaneering International Inc • Oil & gas field services, nec • New York
andRights Agreement • November 20th, 2001 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
1 EXHIBIT 4.05 LOAN AGREEMENT ($50,000,000 TERM LOAN) DATED AS OF MARCH 30, 2000Loan Agreement • October 24th, 2000 • Oceaneering International Inc • Oil & gas field services, nec • Texas
Option No. L-104 21,000 Shares OCEANEERING INTERNATIONAL, INC. 1996 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT THIS AGREEMENT is made as of the date set forth on the signature page hereof, between Oceaneering International, Inc., a Delaware...Agreement • November 6th, 1996 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
Morgan Guaranty Trust Company of New York, as Agent under the Credit Agreement referred to below 60 Wall Street New York, NY 10260Extension Agreement • June 24th, 1998 • Oceaneering International Inc • Oil & gas field services, nec • New York
The undersigned hereby agree to extend, effective April 12, 1998, the Revolving Credit Period under the Credit Agreement dated as of June 12, 1996 among Oceaneering International, Inc. (the "Borrower"), the Banks parties thereto and Morgan Guaranty Trust Company of New York, as agent (the "Credit Agreement") for one year to April 12, 1999. Terms defined in the Credit Agreement are used herein as therein defined.
Oceaneering International, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2018 • Oceaneering International Inc • Oil & gas field services, nec • New York
DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENTOceaneering International Inc • March 27th, 2002 • Oil & gas field services, nec
EXHIBIT 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of November 16, 2001 by and between Oceaneering International, Inc., a Delaware corporation (the "Company"), and _______________ ("Indemnitee")....Indemnification Agreement • March 27th, 2002 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
AWARD NO. B-119 14,188 SHARES OCEANEERING INTERNATIONAL, INC. FY99 BONUS RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made as of the date set forth on the signature page hereof, between Oceaneering International, Inc., a Delaware corporation...Agreement • October 24th, 2000 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
CREDIT AGREEMENT dated as of January 6, 2012 among OCEANEERING INTERNATIONAL, INC. as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Issuing Lender and Swing Line Lender, and THE LENDERS NAMED HEREIN as Lenders WELLS...Credit Agreement • January 10th, 2012 • Oceaneering International Inc • Oil & gas field services, nec • New York
This CREDIT AGREEMENT dated as of January 6, 2012 is among (a) Oceaneering International, Inc., a Delaware corporation (the “Borrower”), (b) the Lenders (as defined below), and (c) Wells Fargo Bank, National Association as Swing Line Lender (as defined below), Issuing Lender (as defined below), and as Administrative Agent (as defined below) for the Lenders.
NO. P-102 72,000 SHARES ----- ----------- OCEANEERING INTERNATIONAL, INC. 1999 RESTRICTED STOCK AWARD INCENTIVE AGREEMENT THIS AGREEMENT is made as of the date set forth on the signature page hereof, between Oceaneering International, Inc., a Delaware...Agreement • November 12th, 1999 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2023 • Oceaneering International Inc • Oil & gas field services, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated October 2, 2023 (this “Agreement”) is entered into between Oceaneering International, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
Option No. S-105 50,000 Shares NONQUALIFIED STOCK OPTION AWARD AGREEMENT OCEANEERING INTERNATIONAL, INC. (the "Company") hereby grants on SEPTEMBER 13, 2002 to JOHN R. HUFF (the "Optionee"), an employee of the Company or one of its subsidiaries, the...Nonqualified Stock Option Award Agreement • November 12th, 2002 • Oceaneering International Inc • Oil & gas field services, nec
LOAN AGREEMENT ($80,000,000 REVOLVING LOAN FACILITY) DATED AS OF OCTOBER 23, 1998 AMONG OCEANEERING INTERNATIONAL, INC., AS BORROWER, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS AGENT, LEAD ARRANGER AND BOOK MANAGER AND AS A LENDER, CITICORP USA,...Loan Agreement • November 12th, 1998 • Oceaneering International Inc • Oil & gas field services, nec • Texas
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 28th, 2020 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2020 NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of ____________________ shares of Common Stock (as defined in the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 27, 2020 (the “Award Date”), such number of shares being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:
NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENTNonemployee Director • February 27th, 2023 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the “Participant”), a nonemployee Director, regarding an award (this “Award”) of __________________ shares of Common Stock (as defined in the 2020 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective ____________________ (the “Award Date”), such number of shares being subject to adjustment as provided in Section 15 of the Plan and further subject to the following terms and conditions:
CREDIT AGREEMENT dated as of October 27, 2014 among OCEANEERING INTERNATIONAL, INC. as the Borrower,Credit Agreement • October 28th, 2014 • Oceaneering International Inc • Oil & gas field services, nec • New York
RESTRICTED STOCK AGREEMENT2013 Nonemployee Director • February 26th, 2013 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2013 Nonemployee Director Restricted Stock Agreement (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), a nonemployee Director, regarding an award (“Award”) of shares of Common Stock (as defined in the 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 22, 2013 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 23rd, 2015 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2015 Nonemployee Director Restricted Stock Agreement (this “Agreement”) is between Oceaneering International, Inc. (the “Company”) and JEROLD J. DESROCHE (the “Participant”), a nonemployee Director, regarding an award (“Award”) of shares of Common Stock (as defined in the 2010 Incentive Plan of Oceaneering International, Inc. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 19, 2015 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:
ContractNon-Employee Director Restricted Stock Agreement • February 24th, 2009 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2009 Non-Employee Director Restricted Stock Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and (the “Participant”), a non-employee Director, regarding an award (“Award”) of 8,000 shares of Common Stock (as defined in the 2005 Incentive plan of oceaneering international, inc. (the “Plan”), such Common Stock comprising this Award referred to herein as “Restricted Stock”) awarded to the Participant effective February 20, 2009 (the “Award Date”), such number of shares subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:
No. W-4870 27,667 Restricted Stock Units2019 Restricted Stock Unit Agreement • July 30th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2019 RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Charles W. Davison, Jr. (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “Award”) of 27,667 units (the “Restricted Stock Units”) each representing the right to receive one share of Common Stock under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective June 3, 2019 (the “Award Date”), such number of Restricted Stock Units being subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2011 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 6, 2011 by and between Oceaneering International, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
No. X-1996 9,300 Performance Units2019 Performance Unit Agreement • July 30th, 2019 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2019 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and Charles W. Davison, Jr. (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “2019 Performance Award”) of 9,300 units (the “Performance Units”), each representing an initial notional value of $100, under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective June 3, 2019 (the “Award Date”), and subject to the following terms and conditions:
Exhibit 10.20 Award No. B-109 11,148 Shares OCEANEERING INTERNATIONAL, INC. FY98 BONUS RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made as of the date set forth on the signature page hereof, between Oceaneering International, Inc., a Delaware...Agreement • June 28th, 1999 • Oceaneering International Inc • Oil & gas field services, nec • Delaware
No. X- Performance Units2020 Performance Unit Agreement • February 28th, 2020 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2020 PERFORMANCE UNIT AGREEMENT (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and ____________________ (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (this “2020 Performance Award”) of ____________________ units (the “Performance Units”), each representing an initial notional value of $100, under the SECOND AMENDED AND RESTATED 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 27, 2020 (the “Award Date”), and subject to the following terms and conditions:
SUPPLEMENTAL 2011 PERFORMANCE UNIT AGREEMENTSupplemental 2011 Performance Unit Agreement • May 9th, 2011 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This Supplemental 2011 Performance Unit Agreement (this “Agreement”) is between Oceaneering international, inc. (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“2011 Performance Award”) of ___ units (“Performance Units”), each representing an initial notional value of $100.00, under the 2010 Incentive plan of oceaneering international, inc. (the “Plan”), awarded to the Participant effective May 6, 2011 (the “Award Date”), and subject to the following terms and conditions:
Contract2013 Restricted Stock Unit Agreement • February 26th, 2013 • Oceaneering International Inc • Oil & gas field services, nec • Texas
This 2013 Restricted Stock Unit Agreement (this “Agreement”) is between OCEANEERING INTERNATIONAL, INC. (the “Company”) and (the “Participant”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of units (“Restricted Stock Units”) representing shares of Common Stock (as defined in the 2010 INCENTIVE PLAN OF OCEANEERING INTERNATIONAL, INC. (the “Plan”), awarded to the Participant effective February 22, 2013 (the “Award Date”), such number of Restricted Stock Units subject to adjustment as provided in Section 15 of the Plan, and further subject to the following terms and conditions:
OCEANEERING INTERNATIONAL, INC. AMENDED AND RESTATED 2002 RESTRICTED STOCK UNIT AWARD INCENTIVE AGREEMENT First AmendmentRestricted Stock Unit Award Incentive Agreement • December 19th, 2008 • Oceaneering International Inc • Oil & gas field services, nec
Oceaneering International, Inc., a Delaware corporation (the “Company”), and John R. Huff, having entered into the 2002 Amended and Restated Restricted Stock Unit Award Incentive Agreement (the “Agreement”), under the 2002 Incentive Plan of Oceaneering International, Inc., desire to amend the Agreement, effective as of the close of business on December 31, 2008, as follows:
Oceaneering International, Inc. 6.000% Senior Notes due 2028 Purchase AgreementRegistration Rights Agreement • September 22nd, 2023 • Oceaneering International Inc • Oil & gas field services, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated October 2, 2023 (this “Agreement”) is entered into between Oceaneering International, Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
