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AMENDMENT NO. 2
TO  THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment th Effective
Date Parent Mexican Borrower Cayman Borrower Borrower Borrowers Administrative
Agent
 PRELIMINARY STATEMENTS
 Lenders Credit Agreement
 Offering
   ARTICLE I  DEFINITIONS
 1.01
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ARTICLE II  AMENDMENT
 2.01 Amendment to Section 1.01
  Convertible Unsecured Debentures  means the senior, unsecured
convertible debentures of the Parent pursuant to the Indenture not to exceed
an aggregate principal amount of $400,000,000.
  Indenture  means the Indenture that governs the Convertible
Unsecured Debentures.
  Debenture Prepayment Date  means the date on which the Parent
is required to pay any holder of the Convertible Unsecured Debentures as a
result of the conversion into cash by such holder of all or any portion of
the Convertible Unsecured Debentures or as a result of the repurchase by the
Parent of all or any portion the Convertible Unsecured Debentures held by
such holder, in either case, as a result of (a) any optional or voluntary
repurchase, redemption, prepayment, repayment, defeasance or any other
acquisition or retirement for value (or the segregation of funds with
respect to any of the foregoing) of such Convertible Unsecured Debentures,
(b) the occurrence of any fundamental change, as described in the Indenture
or the Convertible Unsecured Debentures, or (c) any action taken by the
Parent, including the distribution of stock rights, warrants, or other
distributions to holders of its common stock.
 2.02 Amendment to Section 2.07 Section 2.07
(c) Prepayments  Mandatory
 (v) and make deposits into the Cash Collateral Account to provide cash
collateral for the Letter of Credit Exposure, on each Debenture Prepayment
Date, in an amount equal to the sum of the aggregate principal of all
outstanding Advances plus the Letter of Credit Exposure; provided
that , if (i) after giving effect to the conversions and repurchases to
occur on such Debenture Prepayment Date, Excess Availability is greater
than $75,000,000, (ii) no Event of Default has occurred and is continuing
(or result from the conversion or repurchase occurring on such Debenture
Prepayment Date), and (iii) the aggregate principal amount
Convertible Unsecured Debentures which have been converted into cash or
repurchased since the initial issuance under the Indenture (including the
Convertible Unsecured Debentures to be converted or repurchased on such
Debenture Prepayment Date) is less than or equal to $50,000,000, then no
mandatory prepayment of the Advances or cash
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collateralization of the Letter of Credit Exposure under this clause (d)
shall be required.
 2.03 Amendment to Section 6.02 Section
6.02 Debts, Guaranties and Other Obligations
 (m) Debt represented by the Convertible Unsecured Debentures pursuant to the
Indenture; provided that (i) all of such Debt shall have been issued under
the initial issuance thereof or under the over-allotment option exercised by
the initial purchasers thereof, (ii) before and after giving effect to the
issuance of such Debt, no Default or Event of Default shall have occurred or
be continuing, and (iii) such Debt shall have (A) affirmative and negative
covenants that are no more restrictive than those set forth in this
Agreement, (B) no restriction on the ability of the Borrower or any of its
Subsidiaries to amend, modify or otherwise supplement this Agreement or the
other Credit Documents, (C) no collateral or other security for such Debt,
(D) no restrictions on the ability of any Loan Party to guarantee the
Obligations or pledge assets as collateral security for the Obligations, and
(E) a scheduled maturity date that is no earlier than January 1, 2012.
 2.04 Amendment to Section 6.07 Section
6.07 Restricted Payments
 Section 6.07 Restricted Payments . Neither the Parent nor any of its
Subsidiaries shall make any Restricted Payments other than (i) Restricted
Payments by Subsidiaries of the Parent to the Parent or another Subsidiary
of the Parent and by the Parent to any of its Subsidiaries provided that on
the date of such Restricted Payment and after giving effect thereto, no
Default or Event of Default has occurred and is continuing, in each case at
the time of such Restricted Payment, (ii) purchases by the Parent of its
common stock with the proceeds from the Convertible Unsecured Debentures in
an amount not to exceed twenty-five percent (25%) of the net proceeds
received by the Parent under the Convertible Unsecured Debentures, and (iii)
other purchases by the Parent of its common stock (including any purchases
made with the proceeds of the Convertible Unsecured Debentures in excess of
the amount permitted under clause (ii)) in any event not to exceed
$30,000,000 in the aggregate during any period of 12 consecutive months
provided that Excess Availability is equal to or greater than
$100,000,000.00 at the time of such purchase and after giving effect
thereto.
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2.05 Amendment to Section 6.10 Section
6.10 Other Debt
 (c) The Parent will not amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to
the Convertible Unsecured Debentures or the Indenture (i) which shortens the
fixed maturity, or increases the rate or shortens the time of payment of
interest on, or increases the amount or shortens the time of payment of any
principal or premium payable whether at maturity, at a date fixed for
prepayment, by acceleration, by mandatory redemption, repayment, prepayment,
or defeasance for cash or otherwise of such Convertible Unsecured
Debentures, or increases the amount of, or accelerates the time of payment
of, any fees payable in connection therewith; (ii) which relates to the
affirmative or negative covenants, events of default or remedies under the
documents or instruments evidencing such Debt and the effect of which is to
subject the Parent or any of its Subsidiaries, to any more onerous or more
restrictive provisions; or (iii) which otherwise adversely affects the
interests of the Lenders as senior creditors or the interests of the Lenders
under this Agreement or any other Credit Document in any material respect.
 (d) The Parent will not make or offer to make any optional or voluntary
repurchase, redemption, prepayment, repayment, defeasance or any other
acquisition or retirement for value (or the segregation of funds with
respect to any of the foregoing) (whether in whole or in part) of any of the
Convertible Unsecured Debentures.
 ARTICLE III  CONDITIONS PRECEDENT
 3.01 Conditions to Effectiveness
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ARTICLE IV  NO WAIVER
 4.01 No Waiver
 ARTICLE V  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
 5.01 Ratifications
 5.02 Representations and Warranties
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ARTICLE VI  MISCELLANEOUS PROVISIONS
 6.01 Survival of Representations and Warranties
 6.02 Reference to Credit Agreement
 6.03 Expenses of the Administrative Agent
 6.04 Severability
 6.05 Successors and Assigns
 6.06 Counterparts
 6.07 Effect of Waiver
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6.08 Headings
 6.09 Applicable Law
 Remainder of page intentionally left blank. Signatures on following pages
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BORROWERS:
GLOBAL INDUSTRIES, LTD.By:
    /s/  Peter S. AtkinsonName:
    Peter S. AtkinsonTitle:
    President and Chief Financial OfficerGLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.VBy:

/s/  Russell
RobicheauxName:
    Russell RobicheauxTitle:
    Attorney-in-fact/Apoderado GLOBAL INDUSTRIES INTERNATIONAL, L.P.By:
    Global Industries International, L.L.C., its general partnerBy:
    /s/  Peter S. AtkinsonName:
    Peter S. AtkinsonTitle:
    President and Chief Financial Officer 8




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

/s/  Michael D. WillisName:
    Michael D. WillisTitle:
    DirectorBy:

/s/  Page
DillehuntName:
    Page DillehuntTitle:
    Managing Director 9




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LENDERS:
WHITNEY NATIONAL BANKBy:

/s/ Kevin P. RaffertyName:
    Kevin P. RaffertyTitle:
    Senior Vice President 10




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NATIXIS (formerly known as Natexis Banques Populaires)By:
    /s/ Timothy L. PolvadoName:
    Timothy L. PolvadoTitle:
    Managing DirectorBy:
    /s/ Daniel PayerName:
    Daniel PayerTitle:
    Director 11




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FORTIS CAPITAL CORP.By:
    /s/ Svein EnghName:
    Svein EnghTitle:
    Managing DirectorBy:
    /s/ Joseph MaxwellName:
    Joseph MaxwellTitle:
    Senior Vice President 12