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$325,000,000
 GLOBAL INDUSTRIES, LTD.
 2.75% Senior Convertible Debentures due 2027
 PURCHASE AGREEMENT
  Lehman Brothers Inc.,
  Company Agreement Initial Purchasers Firm Securities Indenture Trustee Additional Securities Securities (the
Underlying Securities) Common
Stock
 Purchase and Resale of the Securities Securities Act Preliminary Offering Memorandum Pricing Term
Sheet Offering Memorandum




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Pricing Disclosure Package
 Commission Exchange Act Section 13(a) or 15(d) of Exchange Act Reports
  
 2




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
 Exempt Resales Eligible
Purchasers QIBs
 Registration Rights Agreement Closing Date Transfer Restricted
Securities
 3




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Resale Registration Statement
 Representations, Warranties and Agreements of the Company
      provided
 provided
 4




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Free Writing Offering Document
  Material Adverse Effect
   5




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1939 Act
     6




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7




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8




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Permits
     9




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10




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11




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OFAC
  Purchase of the Securities by the Initial Purchasers, Agreements to Sell, Purchase and
Resell
 Purchase
Price Option Closing Date
 12




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13




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Delivery of the Securities and Payment Therefor Closing
Date
  DTC Global Securities
 Agreements of the Company
    14
         provided
 15
       provided
 provided
  16




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SM PORTAL Market SM
   Expenses
 17




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SM


Conditions to Initial Purchasers Obligations








initial letter bring-down letter 18




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SM




19



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Credit
Agreement Waiver
    20




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Indemnification and Contribution
 Blue Sky Application Marketing Materials provided
  21




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provided provided further provided provided
 22




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23




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Defaulting Initial Purchasers provided
  24




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Termination
 Reimbursement of Initial Purchasers Expenses
 Notices, etc
  25




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provided
 Persons Entitled to Benefit of Agreement
 Survival
 Definition of the Terms Business Day, Affiliate and Subsidiary
 Governing Law This Agreement shall be governed by and construed in accordance with the
laws of New York.
 No Fiduciary Duty
 26




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Counterparts
 Headings
 27




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Very truly yours,
GLOBAL INDUSTRIES, LTD.By

/s/  Peter S. AtkinsonName:
    Peter S. AtkinsonTitle:
    President and Chief Financial Officer Accepted:Lehman Brothers Inc.
Calyon Securities (USA) Inc.
Fortis Securities LLC
Natexis BleichroederBy Lehman Brothers Inc., as Authorized RepresentativeBy
    

/s/  Arlene
SalmonsonName:
    Arlene SalmonsonTitle:
    Vice President


28



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SCHEDULE I


PrincipalAmount ofFirm Securitiesto beInitial Purchasers
    
    PurchasedLehman Brothers Inc.
    
    $
    260,000,000Calyon Securities (USA) Inc.
    
    
    32,500,000Natexis Bleichroeder Inc.
    
    
    19,500,000Fortis Securities LLC
    
    
    13,000,000Total
    
    $
    325,000,000




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SCHEDULE II


$325,000,000
2.75% Senior Convertible Debentures due 2027


Issuer:
    
    Global Industries, Ltd.Common stock symbol:
    
    GLBLTitle of securities:
    
    2.75% Senior Convertible Debentures due 2027Aggregate principal amount offered:
    
    $325,000,000Principal amount per debenture:
    
    $1,000Issue price:
    
    100%Over-allotment option:
    
    $50,000,000Net proceeds:
    
    $318.1 million ($367.1 million if the initial purchasers exercise their option to purchase additional debentures in full)Annual interest rate:
    
    2.75% per annum accruing from July 27, 2007Conversion premium:
    
    32.50%Reference price:
    
    $26.78Conversion price:
    
    $35.48 per share of common stockConversion rate:
    
    28.1821 shares of common stock per $1,000 aggregate principal amount of debenturesInterest payment dates:
    
    February 1 and August 1Maturity:
    
    August 1, 2027Call feature:
    
    Issuer may redeem the debentures on or after August 1, 2014 at 100% of the principal amount plus accrued interestPut dates:
    
    Holders may require the issuer to repurchase all or a portion of their debentures on August 1, 2017 and August 1, 2022 at 100% of the principal amount plus accrued interestRanking:
    
    Senior unsecured, equal in right of payment with all of Global Industries, Ltd.'s existing and future senior unsecured indebtedness.Use of proceeds:
    
    Global Industries, Ltd. intends to use up to $75.0 million of the net proceeds to repurchase shares of its common stock, including shares sold short
by purchasers of the debentures, and the remainder of the net proceeds for general corporate purposes, which may include upgrading existing vessels,
vessel acquisitions, new vessel construction, including construction of the recently announced Global 1200, and acquisitions of industry-related businesses.Trade date:
    
    July 23, 2007Settlement date:
    
    July 27, 2007CUSIP:
    
                144A Senior Convertible Debenture due 2027: 379336 AD2                 144A Common Stock: 379336 209                  Senior Convertible Debenture due 2027: 379336 AE0Initial Purchasers:
    
    Lehman Brothers Inc. (Bookrunner)Calyon Securities (USA) Inc. (Co-manager)


II-1



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Fortis Securities LLC. (Co-manager)Natexis Bleichroeder Inc. (Co-manager)Adjustment to conversion rate upon a Non-Stock Change in Control:
    
    The following table sets forth the number of additional shares by which the conversion rate will be increased upon a conversion in connection with a
non-stock change of control occurring prior to August 1, 2014 based on the effective date of the change of control and the stock price paid per
share in the non-stock change of control:
 Effective Date
    
    Stock Price$26.78
    
    $30.00
    
    $35.48
    
    $40.00
    
    $50.00
    
    $60.00
    
    $70.00
    
    $80.00
    
    $90.00
    
    $100.00
    
    $110.00
    
    $120.00
    
    $130.0007/27/2007
    
    
    9.1591
    
    
    
    7.5439
    
    
    
    5.6369
    
    
    
    4.5696
    
    
    
    3.0743
    
    
    
    2.2125
    
    
    
    1.6671
    
    
    
    1.2966
    
    
    
    1.0323
    
    
    
    0.8355
    
    
    
    0.6843
    
    
    
    0.5654
    
    
    
    0.469908/01/2008
    
    
    8.8706
    
    
    
    7.2270
    
    
    
    5.3103
    
    
    
    4.2534
    
    
    
    2.8016
    
    
    
    1.9874
    
    
    
    1.4832
    
    
    
    1.1465
    
    
    
    0.9088
    
    
    
    0.7330
    
    
    
    0.5991
    
    
    
    0.4940
    
    
    
    0.409708/01/2009
    
    
    8.5095
    
    
    
    6.8345
    
    
    
    4.9104
    
    
    
    3.8696
    
    
    
    2.4771
    
    
    
    1.7238
    
    
    
    1.2705
    
    
    
    0.9751
    
    
    
    0.7691
    
    
    
    0.6192
    
    
    
    0.5053
    
    
    
    0.4161
    
    
    
    0.344808/01/2010
    
    
    8.1189
    
    
    
    6.3947
    
    
    
    4.4514
    
    
    
    3.4266
    
    
    
    2.1045
    
    
    
    1.4252
    
    
    
    1.0336
    
    
    
    0.7860
    
    
    
    0.6180
    
    
    
    0.4967
    
    
    
    0.4047
    
    
    
    0.3333
    
    
    
    0.276008/01/2011
    
    
    7.6703
    
    
    
    5.8713
    
    
    
    3.8937
    
    
    
    2.8880
    
    
    
    1.6599
    
    
    
    1.0781
    
    
    
    0.7651
    
    
    
    0.5768
    
    
    
    0.4528
    
    
    
    0.3642
    
    
    
    0.2981
    
    
    
    0.2463
    
    
    
    0.204508/01/2012
    
    
    7.1389
    
    
    
    5.2179
    
    
    
    3.1789
    
    
    
    2.2009
    
    
    
    1.1153
    
    
    
    0.6732
    
    
    
    0.4641
    
    
    
    0.3487
    
    
    
    0.2752
    
    
    
    0.2239
    
    
    
    0.1850
    
    
    
    0.1537
    
    
    
    0.128608/01/2013
    
    
    6.5114
    
    
    
    4.3505
    
    
    
    2.1747
    
    
    
    1.2519
    
    
    
    0.4402
    
    
    
    0.2220
    
    
    
    0.1494
    
    
    
    0.1150
    
    
    
    0.0936
    
    
    
    0.0775
    
    
    
    0.0651
    
    
    
    0.0549
    
    
    
    0.046108/01/2014
    
    
    6.1592
    
    
    
    3.3487
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
  
    
    between two stock price amounts on the table or the effective date is between two dates
on the table, the number of additional shares will be determined by
straight-line interpolation between the number of additional shares set forth for the
higher and lower stock price amounts and the two dates, as applicable, based on a 360-day
year;
    
    in excess of $130.00 per share (subject to adjustment), no additional shares will be
issued upon conversion;
    
    less than $26.78 per share (subject to adjustment), no additional shares will be issued
upon conversion.
      II-2




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SCHEDULE III
  III-1




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Exhibit A
 Form of Registration Rights Agreement
 A-1




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Exhibit B
 Company Counsel Opinion




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Exhibit C
 [Form of Opinion of Russell J. Robicheaux]




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Exhibit D
 [Form of Opinion of Myers & Alberga  Cayman Counsel]
  th




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Exhibit E


[Form of Lock-Up Agreements]






Lehman Brothers Inc.




Initial Purchasers Purchase Agreement Securities Stock Common Stock Company Offering







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Lock-Up Period


Lock-Up Letter
Agreement










[Signature page follows]


2



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Very truly yours,By:Name:Title:Dated: _______________ 3




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Schedule I
 
 1