Exhibit 10.2
 AMENDMENT NO. 4 AND WAIVER
 TO
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Effective
Date Parent Mexican Borrower Cayman Borrower Borrower Borrowers Administrative
Agent
 PRELIMINARY STATEMENTS
 Lenders Credit Agreement
 Section 6.15 Minimum Fixed Charge
Coverage Ratio Waiver Default
   ARTICLE I  DEFINITIONS
 1.01




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ARTICLE II  AMENDMENT
 2.01 Amendment to Section 1.01 (Restated Definitions) Section 1.01
 Alternate Base Rate means, for any day, a fluctuating rate of interest per
annum equal to the higher of (a) the Prime Rate in effect for such day, (b) the sum
of the Federal Funds Rate in effect for such day plus 1/2 of 1% per annum and (c) the
Eurodollar Reference Rate with respect to Interest Periods of one month as of 11:00
a.m. (London, England time) on such day plus 1/2 of 1% per annum.
 Applicable Margin means, (a) at any time during the period commencing on the
Fourth Amendment Effective Date and ending on the Cash Collateral Termination Date,
with respect to each Advance, each Letter of Credit and the Revolving Commitment
fee, 1.00% per annum and (b) at any time thereafter with respect to each Type of
Advance, each Letter of Credit, and the Revolving Commitment Fee, the percentage
rate per annum as set forth below for the Level in effect at such time:
 LEVEL
    
    LEVEL
    
    LEVELI
    
    II
    
    IIIEurodollar Advances and
Letter of Credit Fee
    
    
    2.000
    %
    
    
    2.750
    %
    
    
    3.500
    %Base Rate Advances
    
    
    1.500
    %
    
    
    2.250
    %
    
    
    3.000
    %Revolving Commitment Fee
    
    
    0.500
    %
    
    
    0.750
    %
    
    
    1.000
    %
 Collateral Shortfall Amount means, (a) during the period from the Fourth
Amendment Effective Date through the Cash Collateral Termination Date, 105% of the
outstanding principal amount of the Advances plus 105% of the Letter of Credit
Exposure and (b) after the Cash Collateral Termination Date, 105% of the Letter of
Credit Exposure, in each case, less the amount on deposit in the Cash Collateral
Account at such time which is free and clear of all rights and claims of third
parties and has not been applied against the Obligations.
 Consolidated EBITDA means, for any Person and its Subsidiaries calculated on
a consolidated basis for any period:
 (a) Consolidated Net Income for such period plus
 (b) to the extent deducted in determining Consolidated Net Income,
(i) Consolidated Interest Expense, (ii) foreign, federal, state, and local taxes on Net
Income net of credits, (iii) depreciation expense, (iv) amortization expense,
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(v) extraordinary non-operating charges incurred during the fiscal quarter
ending December 31, 2008 in no event exceeding $7,500,000, and (vi) fees and
expenses incurred in connection with this Agreement and the incurrence of other Debt
permitted under Section 6.02 minus
 (c) to the extent included in determining Consolidated Net Income,
extraordinary non-operating, non-cash charges related to the impairment of assets
and other gains or losses in connection with the sale or disposal of assets, each
net of related income taxes, all determined in accordance with GAAP.
 Fixed Charge Coverage Ratio means, for the Parent and its Subsidiaries on a
consolidated basis, as of the end of any fiscal quarter, for the then most-recently
ended four fiscal quarters, the ratio of (a) the Parents Consolidated EBITDA to (b)
the sum of (i) cash Consolidated Interest Expense, (ii) to the extent not included
in cash Consolidated Interest Expense, letter of credit fees, (iii) mandatory
scheduled principal payments on any Debt, (iv) Capital Expenditures relating solely
to dry-docking expenses of vessels of the Parent and its Subsidiaries, (v) Capital
Lease Obligations for the then most-recently ended four fiscal quarters, (vi)
repurchases of the common stock of the Parent (excluding up to $75,000,000.00 of the
amount of any such stock repurchases made in conjunction with the offering of the
Convertible Unsecured Debentures) and (vii) payments required to be made to any
holder of the Convertible Unsecured Debentures on any Debenture Prepayment Date; provided that, (x) for the fiscal quarter ending March 31, 2009, the Fixed
Charge Coverage Ratio shall be calculated for the fiscal quarters ending December
31, 2008 and March 31, 2009 multiplied by 2 and (y) for the fiscal quarter ending
June 30 , 2009, the Fixed Charge Coverage Ratio shall be calculated for the fiscal
quarters ending December 31, 2008, March 31, 2009 and June 30, 2009 multiplied by
4/3.
 Letter of Credit Exposure means, at any time, the sum of (a) the Dollar
Amount of the aggregate undrawn maximum face amount of each Letter of Credit at such
time and (b) the Dollar Amount of the aggregate unpaid amount of all Reimbursement
Obligations owing with respect to such Letters of Credit at such time.
 Level I, Level II and Level III and individually, a Level, shall mean the
applicable Fixed Charge Coverage Ratio set forth below:
 Level
    
    Fixed Charge Coverage RatioLevel III
    

£ 2.0Level II
    
    > 2.0 and £ 3.5Level I
    
    > 3.5
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For purposes of determining the Applicable Margin applicable from time-to-time under
this Agreement, the Fixed Charge Coverage Ratio (and corresponding Level) shall be
determined from the financial statements of the Parent and its Subsidiaries most
recently delivered pursuant to Section 5.05 and certified to Administrative Agent
and the Lenders in the Compliance Certificate required to be delivered by the Parent
in connection with such financial statements pursuant to Section 5. 05(d) . Any
change in the Applicable Margin shall be effective on the fifth Business Day
occurring after the date of receipt by the Administrative Agent of the financial
statements pursuant to Section 5.05. If at any time the Parent fails to deliver
such financial statements and Compliance Certificate within the times specified in
Section 5.05, Level III shall be deemed to be in effect until the fifth Business Day
after the Administrative Agent receives such financial statements.
 Leverage Ratio means, as of the last day of any fiscal quarter of the Parent,
the ratio of (a) (i) Consolidated Debt (excluding surety bonds, Performance Letters
of Credit, Documentary Letters of Credit and Contingent Obligations) as of such day minus (ii) the amount of Unencumbered Liquidity of the Borrowers and their
Subsidiaries which are Guarantors as of such day to the extent such amount exceeds
$25,000,000.00 to (b) the Parents Consolidated EBITDA for the four fiscal quarters
then ended; provided that, for purposes of calculating the Leverage Ratio
for the last fiscal quarter ending prior to the Cash Collateral Termination Date,
Unencumbered Liquidity of the Borrowers and their Subsidiaries which are Guarantors
shall be calculated giving effect to the release of cash collateral to occur on the
Cash Collateral Termination Date.
 2.02 Amendment to Section 1.01 (New Definitions) Section 1.01
 Adjusted Consolidated EBITDA means, for any Person and its Subsidiaries
calculated on a consolidated basis for any period, Consolidated EBITDA minus to the extent included in the calculation of Consolidated EBITDA for such period,
extraordinary non-operating charges incurred during the fiscal quarter ending
December 31, 2008.
 Cash Collateral Termination Date means the first day the Parent (a) has
maintained Adjusted Consolidated EBITDA greater than $0 for each of the two most
recently ended fiscal quarters, (b) has maintained aggregate Adjusted Consolidated
EBITDA during any consecutive period not exceeding four fiscal quarters from October
1, 2008 through the last day of the most recently ended
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fiscal quarter of at least $100,000,000, (c) has provided financial statements
pursuant to Section 5.05 and a Compliance Certificate evidencing compliance
with Sections 6.14 and 6.15 as of the last day of the most recently ended
fiscal quarter, and (d) has provided projections and a budget in form and substance
satisfactory to the Administrative Agent for the succeeding four fiscal quarter
period showing compliance with Sections 6.13, 6.14 and 6.15 .
 Fourth Amendment Effective Date means November 7, 2008.
 Unencumbered Liquidity means, for any Person, all cash and Liquid Investments
of such Person that are in a G20 currency and are readily available for use without
impairment, tax levy, or duty, excluding (a) auction rate securities, (b) cash
collateral deposited in the Cash Collateral Account and (c) cash collateral subject
to Liens permitted by Section 6.01(m) . For purposes of clarity,
Unencumbered Liquidity shall not include the unused amount of the Commitments
hereunder.
 2.03 Amendment to Section 2.03(c) Section 2.03(c) Event of Default described in Section 7. 01(a) has occurred and is
continuing, then Event of Default has occurred and is continuing, then at the option of the
Administrative Agent and the Issuing Bank,
 2.04 Amendment to Section 2.06(a) Section 2.06(a) described in Section 7.01(a)
 2.05 Amendment to Section 2.06(b) Section 2.06(b) described in Section 7.01(a)
 2.06 Amendment to Section 2.15(e) Section 2.15(e)
 (e) Cash Collateralization of Letters of Credit and Advances . During
the period from the Fourth Amendment Effective Date through the Cash Collateral
Termination Date, prior to the making of any Borrowing or the issuance, extension or
increase of any Letter of Credit, the Parent shall pay to the Administrative Agent
an amount equal to 105% of the principal amount of such Borrowing or 105% of the
Letter of Credit Exposure allocable to such Letter of Credit, as applicable, and in
Dollars to be held in the Cash Collateral Account and applied in accordance with
paragraph (g) below. In the event that any Letter of Credit with an expiration date
after the Maturity Date shall be outstanding 91 days before the Maturity Date, on
the 91st day before the Maturity Date the Parent shall pay to the Administrative
Agent an amount equal to 105% of the Letter of Credit Exposure allocable to such
Letter of Credit and in the currency of such Letter of Credit to be held in the Cash
Collateral Account and applied in accordance with paragraph (g) below. If currency
control or exchange regulations are imposed in the country which issues such
currency with the result that the Original Currency no longer exists or the
Borrowers are not able to
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make payment to the Administrative Agent for the account of any Issuing Bank or
the Lenders in such Original Currency, then all payments to be made by the Borrowers
hereunder in such currency shall instead be made when due in Dollars in an amount
equal to the Dollar Amount (as of the date of repayment) of such payment, it being
the intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations.
 2.07 Amendment to Section 2.15(g)(ii) Section 2.15(g)(ii)
 (ii) Funds held in the Cash Collateral Account shall be held as cash collateral
for obligations with respect to Letters of Credit and, during the period from the
Fourth Amendment Effective Date through the Cash Collateral Termination Date,
Advances and promptly applied by the Administrative Agent at the request of an
Issuing Bank to any reimbursement or other obligations under Letters of Credit that
exist or occur. During the period from the Fourth Amendment Effective Date through
the Cash Collateral Termination Date, to the extent that any surplus funds are held
in the Cash Collateral Account above the aggregate outstanding principal amount of
the Advances plus the Letter of Credit Exposure during the existence of an
Event of Default, the Administrative Agent may (A) hold such surplus funds in the
Cash Collateral Account as cash collateral for the Obligations or (B) apply such
surplus funds to the Obligations in accordance with Section 7.06 . After the
Cash Collateral Termination Date, to the extent that any surplus funds are held in
the Cash Collateral Account above the Letter of Credit Exposure during the existence
of an Event of Default the Administrative Agent may (A) hold such surplus funds in
the Cash Collateral Account as cash collateral for the Obligations or (B) apply such
surplus funds to the Obligations in accordance with Section 7.06 . If no
Default exists, the Administrative Agent shall release to the Parent at the Parents
written request any funds held in the Cash Collateral Account above (x) during the
period from the Fourth Amendment Effective Date through the Cash Collateral
Termination Date, 105% of the aggregate outstanding principal amount of the Advances plus 105% of the then current Letter of Credit Exposure and (y) after the
Cash Collateral Termination Date, 105% of the then current Letter of Credit
Exposure. On the Cash Collateral Termination Date, if no Default exists, the
Administrative Agent shall release to the Parent any funds held in the Cash
Collateral Account not required to be held in the Cash Collateral Account after the
Cash Collateral Termination Date pursuant to this Agreement.
 2.08 Amendment to Section 2.15(h) Section 2.15(h)
 (h) Determination of Dollar Amounts . The Administrative Agent will
determine the Dollar Amount of the face amount of or any drawing under each Letter
of Credit denominated in a currency other than Dollars on and as of the last
Business Day of each quarter and on any other Business Day elected by the
Administrative Agent in its discretion or upon instruction by the Majority
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Lenders. Each day upon or as of which the Administrative Agent determines
Dollar Amounts as described in the preceding sentence is herein described as a
Computation Date with respect to each Letter of Credit for which a Dollar Amount
is determined on or as of such day. If at any time during the period from the
Fourth Amendment Effective Date through the Cash Collateral Termination Date, a
Collateral Shortfall Amount exists (calculated, with respect to those Letters of
Credit denominated in Agreed Currencies other than Dollars, as of the most recent
Computation Date), the Parent shall immediately make deposits to the Cash Collateral
Account to the extent of the Collateral Shortfall Amount. If at any time after the
Cash Collateral Termination Date the Dollar Amount of the sum of the aggregate
principal amount of all outstanding Letter of Credit Obligations (calculated, with
respect to those Letter of Credit Obligations denominated in Agreed Currencies other
than Dollars, as of the most recent Computation Date) exceeds the Revolving
Commitments minus the sum of (i) the aggregate outstanding principal amount of the
Revolving Advances plus (ii) the aggregate outstanding principal amount of the
Swingline Advances, the Parent shall immediately make deposits to the Cash
Collateral Account to the extent of the Collateral Shortfall Amount.
 2.09 Amendment to Section 3.02 Section 3.02 and . ; and
 (c) if such Borrowing Date, date of Continuation or Conversion, or issuance,
extension or increase date of such Letter of Credit occurs during the period from
the Fourth Amendment Effective Date through the Cash Collateral Termination Date,
the amount of cash collateral held in the Cash Collateral Account is not less than
105% of the aggregate outstanding principal amount of the Advances plus 105%
of the Letter of Credit Exposure, after giving effect to the making of such
Borrowing or the issuance, extension or increase of such Letter of Credit.
 2.10 Amendment to Sections 5.05(e)and (f) Sections 5.05(e) and (f)
 (e) Unencumbered Liquidity . Within 5 days after the end of each month
ending prior to the Cash Collateral Termination Date, commencing with December 5,
2008 for the month ended November 30, 2008, a certificate signed by a Responsible
Officer of the Parent certifying (i) that Unencumbered Liquidity of the Borrowers
and their consolidated Subsidiaries has been greater than $100,000,000 at all times
during the previous month, (ii) the amount of Unencumbered Liquidity of the
Borrowers and their consolidated Subsidiaries as of the last day of such month along
with a list of the locations of such cash and Liquid Investments on such date and
(iii) the minimum Unencumbered Liquidity of the Borrowers and their consolidated
Subsidiaries during such month and the date such minimum occurred;
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(f) Contracts in a Loss Position . Within (i) 15 days after the end of
each month ending prior to the Cash Collateral Termination Date and (ii) upon the
request of the Administrative Agent, 15 days after the end of each fiscal quarter
ending after the Cash Collateral Termination Date, a report in form and substance
satisfactory to the Administrative Agent summarizing all of the contracts in a loss
position of the Parent and its Subsidiaries, and detailing individual contracts in a
loss position covering at least 75% of the aggregate amount of such losses,
including any individual contracts to the extent the loss for any such contract
exceeds $1,500,000 individually;
 2.11 Amendment to Section 6.01 Section 6.01 and . ; and
 (m) Liens on cash or Liquid Investments pledged to secure Debt permitted under Section 6.02(f) in an aggregate principal amount outstanding at any time not
to exceed $40,000,000.00.
 2.12 Amendment to Section 6.04(b) Section 6.04(b) and held with financial
institutions identified to the Administrative Agent and approved by the Administrative Agent in its
sole discretion
 2.13 Amendment to Section 6.07 Section 6.07 ; provided that, no such purchase shall be made during the
period from the Fourth Amendment Effective Date through the Cash Collateral Termination Date purchases by the Parent of its common stock
 2.14 Amendment to Section 6.13 Section 6.13
 Section 6.13 Leverage Ratio . The Parent shall not permit its Leverage
Ratio at the end of any fiscal quarter, commencing with the last fiscal quarter
ending prior to the Cash Collateral Termination Date, to be greater than 3.00 to
1.00.
 2.15 Amendment to Section 6.14 Section 6.14 The Parent shall not permit Consolidated Net Worth as of the last day
of any fiscal quarter The Parent shall not permit Consolidated Net Worth as of the last day
of any fiscal quarter, commencing with the earlier of (x) the fiscal quarter ending June 30, 2009
and (y) the last fiscal quarter ending prior to the Cash Collateral Termination Date
 2.16 Amendment to Section 6.15 Section 6.15
 Section 6.15 Minimum Fixed Charge Coverage Ratio . The Parent shall not
permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter, commencing
with the earlier of (a) the fiscal quarter ending June 30, 2009 and
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(b) the last fiscal quarter ending prior to the Cash Collateral Termination
Date, to be less than 1.25 to 1.00.
 2.17 Addition of Section 6.19 Section 6.19
 Section 6.19 Minimum Unencumbered Liquidity . During the period from
the Fourth Amendment Effective Date through the Cash Collateral Termination Date,
the Parent shall not permit Unencumbered Liquidity of the Borrowers and their
consolidated Subsidiaries to be less than $100,000,000 at any time.
 2.18 Amendment to Section 7.06 Section 7.06
 (d) Fourth, to the ratable payment of all outstanding Obligations, including
any secured Financial Contract Obligations of the Parent or any of its Subsidiaries
owing to any Lender or any Affiliate of a Lender then due and payable; and
 (e) Fifth, any excess after payment in full of all Obligations shall be paid to
the Parent or any Loan Party as appropriate or to such other Person who may be
lawfully entitled to receive such excess.
 ARTICLE III  WAIVER
 Article III Section
6.15
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ARTICLE IV  CONDITIONS PRECEDENT
 4.01 Conditions to Effectiveness Section 2.18
 Documentation
   Payment of Fees Section 11.04
 ARTICLE V  COVENANT
  ARTICLE VI  NO OTHER WAIVER
 Article III
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ARTICLE VII  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
 7.01 Ratifications
 7.02 Representations and Warranties
 ARTICLE VIII  MISCELLANEOUS PROVISIONS
 8.01 Survival of Representations and Warranties
 8.02 Reference to Credit Agreement
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8.03 Expenses of the Administrative Agent
 8.04 Severability
 8.05 Successors and Assigns
 8.06 Counterparts
 8.07 Effect of Waiver
 8.08 Headings
 8.09 Applicable Law
  12




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PARENT:GLOBAL INDUSTRIES, LTD.By:Name:
    
    Peter S. AtkinsonTitle:
    
    PresidentMEXICAN BORROWER:GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.VBy:Name:
    
    Russell J. RobicheauxTitle:
    
    Attorney-in-fact / ApoderadoCAYMAN BORROWER:GLOBAL INDUSTRIES INTERNATIONAL, L.P.By: Global Industries International, L.L.C., its general partnerBy:Name:
    
    Peter S. AtkinsonTitle:
    
    President




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CALYON NEW YORK BRANCH,
as Administrative Agent, Issuing Bank and as a LenderBy:Name:Title:By:Name:Title:




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LENDERS:WHITNEY NATIONAL BANKBy:Name:Title:




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NATIXIS (formerly known as Natexis Banques Populaires)By:Name:Title:By:Name:Title:




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FORTIS CAPITAL CORP.By:Name:Title:By:Name:Title:




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US Guarantor US
Guarantors
 GLOBAL INDUSTRIES, LTD.By:Name:
    
    Peter S. AtkinsonTitle:
    
    PresidentGIL HOLDINGS, L.L.C.
GLBL HOLDINGS, L.L.C.
GLOBAL DIVERS AND CONTRACTORS, L.L.C.
GLOBAL INDUSTRIES INTERNATIONAL, L.L.C.
GLOBAL INDUSTRIES OFFSHORE, L.L.C.
GLOBAL PIPELINES PLUS, L.L.C.
GLOBAL MOVIBLE OFFSHORE, L.L.C.
NORMAN OFFSHORE PIPELINES, L.L.C.
PIPELINES, L.L.C.
SUBTEC MIDDLE EAST LIMITEDBy:Name:
    
    Peter S. AtkinsonTitle:
    
    President




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Foreign Guarantor Foreign
Guarantors
 GLOBAL INDUSTRIES INTERNATIONAL, L.P.By: Global Industries International, L.L.C., its
general partnerBy:Name:
    
    Peter S. AtkinsonTitle:
    
    PresidentGLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.By:Name:
    
    Russell J. RobicheauxTitle:
    
    Attorney-in-fact / ApoderadoGLOBAL INTERNATIONAL VESSELS, LTD.
GLOBAL OFFSHORE INTERNATIONAL, LTD.By:Name:
    
    Peter S. AtkinsonTitle:
    
    President




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GLOBAL INDUSTRIES OFFSHORE NETHERLANDS, BVBy: Global Industries International, L.L.C., as directorBy:Name:
    
    Peter S. AtkinsonTitle:
    
    PresidentBy: Executive Management Trust, B.L., as managing
directorBy:Name:
    
    Peggy GunnTitle:GIL MAURITIUS HOLDINGS, LTD.By:Name:
    
    Peter S. AtkinsonTitle:
    
    PresidentGLOBAL INDUSTRIES MEXICO HOLDINGS, S. DE R.L. DE C.V.
GLOBAL VESSELS MEXICO, S. DE R.L. DE C.V.
GLOBAL INDUSTRIES OFFSHORE SERVICES, S. DE R.L. DE C.V.
GLOBAL INDUSTRIES SERVICES, S. DE R.L. DE C.V.By:Name:
    
    Russell J. RobicheauxTitle:
    
    Attorney-in-fact / Apoderado