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EXHIBIT 4.2



REGISTRATION RIGHTS AGREEMENT




BY AND BETWEEN




GLOBAL INDUSTRIES, LTD,

AS ISSUER




AND




LEHMAN BROTHERS INC.,




AS REPRESENTATIVE OF THE SEVERAL




INITIAL PURCHASERS




DATED AS OF JULY 27, 2007





 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	Definitions
	 	 	1	 
	2.

	 	Shelf Registration
	 	 	4	 
	3.

	 	Additional Interest
	 	 	6	 
	4.

	 	Registration Procedures
	 	 	7	 
	5.

	 	Registration Expenses
	 	 	12	 
	6.

	 	Indemnification and Contribution
	 	 	13	 
	7.

	 	Rule 144A
	 	 	15	 
	8.

	 	Participation in Underwritten Registrations
	 	 	15	 
	9.

	 	Selection of Underwriters
	 	 	16	 
	10.

	 	Miscellaneous
	 	 	16	 






 









 





1


          Registration Rights Agreement, dated as of July 27, 2007, by and among Global
Industries, Ltd., a Louisiana corporation (together with any successor entity, herein referred to
as the “Issuer”), and Lehman Brothers Inc., as representative of the several Initial Purchasers
(the “Initial Purchasers”).




          Pursuant to the Purchase Agreement, dated July 23, 2007, among the Issuer and the Initial
Purchasers (the “Purchase Agreement”), the Initial Purchasers have agreed to purchase from the
Issuer up to $325,000,000 aggregate principal amount 2.75% Senior Convertible Debentures due 2027
(the “Debentures”) (or up to $375,000,000 aggregate principal amount if the Initial Purchasers
exercise in full their option to purchase additional Debentures, as set forth in the Purchase
Agreement). The Debentures initially may be convertible into fully paid, nonassessable common
stock, $0.01 par value per share, of the Issuer (the “Common Stock”) on the terms, and subject to
the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers
to purchase the Debentures, the Issuer has agreed to provide the registration rights set forth in
this Agreement pursuant to the Purchase Agreement.




          The parties hereby agree as follows:




          1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings:





     Additional Interest: As defined in Section 3(a) hereof.




     Additional Interest Payment Date: Each February 1 and August 1, commencing February 1,
2008.




     Affiliate: As defined in Rule 405 under the Securities Act.




     Agreement: This Registration Rights Agreement, as amended, modified or otherwise
supplemented from time to time in accordance with the terms hereof.




     Broker-Dealer: Any broker or dealer registered under the Exchange Act.




     Business Day: A day other than a Saturday or Sunday or any day on which banking
institutions in The City of New York are authorized or obligated by law or executive order
to close.




     Closing Date: The date of this Agreement.




     Commission: Securities and Exchange Commission.




     Common Stock: As defined in the preamble hereto.




     Debentures: As defined in the preamble hereto.




     Effectiveness Period: As defined in Section 2(a)(iii) hereof.











 





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     Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.




     Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder.




     Holder: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.




     Indemnified Holder: As defined in Section 6(a) hereof.




     Indenture: The Indenture, dated as of July 27, 2007, among the Issuer and Wells Fargo
Bank, National Association, as trustee (the “Trustee”), pursuant to which the Debentures are
to be issued, as such Indenture is amended, modified or supplemented from time to time in
accordance with the terms thereof.




     Initial Purchasers: As defined in the preamble hereto.




     Issuer: As defined in the preamble hereto.




     Majority of Holders: Registered Holders of a number of shares of the then outstanding
Common Stock constituting Transfer Restricted Securities and an aggregate principal amount
of then outstanding Debentures constituting Transfer Restricted Securities, such that the
sum of such shares of Common Stock and the shares of Common Stock issuable upon conversion
of such Debentures constitute in excess of 50% of the sum of all of the then outstanding shares of Common Stock constituting Transfer Restricted Securities and the number of shares
of Common Stock issuable upon conversion of then outstanding Debentures constituting
Transfer Restricted Securities, in each case assuming that the Debentures are then
convertible and that no cash is paid upon a conversion of Debentures. For purposes of the
immediately preceding sentence, (i) any Holder may elect to make any request, notice,
demand, objection or other action hereunder with respect to all or any portion of Transfer
Restricted Securities held by it and only the portion as to which such action is taken shall
be included in the numerator of the fraction described in the preceding sentence and (ii)
Transfer Restricted Securities owned, directly or indirectly, by the Issuer or its
Affiliates shall be deemed not to be outstanding.




     NASD: National Association of Securities Dealers, Inc.




     New Securities: As defined in Section 10(d).




     Person: An individual, partnership, corporation, unincorporated organization, limited
liability company, trust, joint venture or a government or agency or political subdivision
thereof.




     Prospectus: The prospectus included in a Shelf Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A
promulgated pursuant to the Securities Act), as amended or supplemented by any











 





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prospectus supplement and by all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.




     Purchase Agreement: As defined in the preamble hereto.




     Questionnaire: As defined in Section 2(b) hereof.




     Questionnaire Deadline: As defined in Section 2(b) hereof.




     Record Holder: With respect to any Additional Interest Payment Date, each Person who
is a Holder on the record date with respect to such Additional Interest Payment Date, which
record date shall be the January 15 and July 15 immediately preceding the relevant February
1 or August 1 Additional Interest Payment Date, respectively.




     Registration Default: As defined in Section 3(a) hereof.




     Securities Act: Securities Act of 1933, as amended, and the rules and resolutions of
the Commission thereunder.




     Shelf Registration Statement: As defined in Section 2(a)(i) hereof.




     Suspension Notice: As defined in Section 4(c) hereof.




     Suspension Period: As defined in Section 4(b)(i) hereof.




     TIA: Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Commission thereunder, in each case, as in effect on the date the Indenture is qualified
under the TIA.




     Transfer Restricted Securities: Each of the Debentures and each of the shares of
Common Stock or New Securities issued upon conversion of Debentures until the earliest of:




     (i) the date on which holders (including any holders who have engaged in
hedging activities), other than Affiliates of the Issuer, of such Debentures or
such shares of Common Stock or New Securities issued upon conversion thereof may
sell or transfer all such securities immediately without restriction (including
without volume or manner of sale or filing restrictions) pursuant to Rule 144(k)
under the Securities Act (or any other similar provision then in force);




     (ii) the date on which all such Debentures or such shares of Common Stock or
New Securities issued upon conversion thereof has been effectively registered under
the Securities Act with the Shelf Registration Statement and sold pursuant thereto;
or











 





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     (iii) the date when all such Debentures or such shares of Common Stock or New
Securities issued upon conversion have ceased to be outstanding (whether as a
result of repurchase and cancellation, conversion or otherwise).




     Underwritten Registration or Underwritten Offering: A registration in which Debentures
of the Issuer are sold to an underwriter for reoffering to the public.



          2. Shelf Registration.




          (a) The Issuer shall:





     (i) cause to be filed a registration statement pursuant to Rule 415 under the
Securities Act or any similar rule that may be adopted by the Commission, (the
“Shelf Registration Statement”), which Shelf Registration Statement shall provide
for the registration and resales on a continuous or delayed basis of all Transfer
Restricted Securities held by Holders that have provided the information required
pursuant to the terms of Section 2(b) hereof; provided that the Shelf Registration
Statement shall be an “automatic shelf registration statement” as defined under
Rule 405 under the Securities Act if the Issuer qualifies for its use;




     (ii) use its reasonable best efforts to cause the Shelf Registration Statement
to be declared effective under the Securities Act by the Commission not later than
180 days after the date hereof (the “Effectiveness Target Date”); and




     (iii) use its reasonable best efforts to keep the Shelf Registration Statement
continuously effective, supplemented and amended as required by the Securities Act
and by the provisions of Section 4(b) hereof to the extent necessary to ensure that
it (A) is available for resales by the Holders of Transfer Restricted Securities
entitled to the benefit of this Agreement and (B) conforms with the requirements of
this Agreement and the Securities Act for a period (the “Effectiveness Period”)
from the date the Shelf Registration Statement is declared effective by the
Commission until the earliest of:




     (1) the date when the Holders (including any Holders who have engaged
in hedging activities), other than Affiliates of the Issuer, are able to
sell all their Transfer Restricted Securities immediately without volume,
manner of sale, filing or other restriction under Rule 144(k) under the
Securities Act; or




     (2) the date when all of the Transfer Restricted Securities are
registered under the Shelf Registration Statement and sold pursuant thereto;
or




     (3) the date when all Transfer Restricted Securities have ceased to be
outstanding (whether as a result of repurchase and cancellation, conversion
or otherwise).











 





5


     The Issuer shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the Effectiveness Period if it
voluntarily takes any action that would result in Holders of Transfer Restricted Securities not being able to offer and sell such Debentures at any time during
the Effectiveness Period, unless such action is (x) required by applicable law or
otherwise undertaken by the Issuer in good faith and for valid business reasons (not
including avoidance of the Issuer’s obligations hereunder), including the
acquisition or divestiture of assets, or (y) permitted by Section 4(b)(i) hereof.



          (b) To have its Transfer Restricted Securities included in the Shelf Registration Statement
pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and
Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the
Debentures (the “Questionnaire”). The Issuer shall mail the Questionnaire to The Depositary Trust
Company (or a successor depositary of the Debentures) not less than 10 Business Days (but not more
than 40 Business Days) prior to the time the Issuer intends in good faith to have the Shelf
Registration Statement declared effective by the Commission. Holders are required to complete and
deliver the Questionnaire to the Issuer at least 10 Business Days prior to the effectiveness of the
registration statement (the “Questionnaire Deadline”) in order to be named as selling
securityholders in the Prospectus at the time that the Shelf Registration Statement is declared
effective. Upon receipt of a Questionnaire from a Holder on or prior to the Questionnaire
Deadline, the Issuer shall include such Holder’s Transfer Restricted Securities in the Shelf
Registration Statement and the Prospectus. In addition, promptly upon the request of a Holder given
to the Issuer at any time, the Issuer shall deliver a Questionnaire to such Holder. Any Holder
that does not complete and deliver a Questionnaire prior to the Questionnaire Deadline may not be
named as a selling securityholder in the Shelf Registration Statement at the time that it is
declared effective. Upon receipt of a completed Questionnaire from a Holder who did not complete
and deliver a Questionnaire prior to the Questionnaire Deadline, the Issuer shall, within 20
Business Days of such receipt, file such amendments to the Shelf Registration Statement or
supplements to a related Prospectus as are necessary to permit such Holder to deliver such
Prospectus to transferees of Transfer Restricted Securities; provided, that if a post-effective
amendment to the Shelf Registration Statement is required the Issuer shall not be obligated to file
more than one amendment for all such Holders in any one fiscal quarter unless the aggregate
principal amount of all Transfer Restricted Securities requested to be included in such amendment
or supplement by all such Holders exceeds $5,000,000.




          The Issuer will give notice to all selling Holders of the effectiveness of the Shelf
Registration Statement by issuing a press release to Business Wire or PR Newswire.




          (c) Upon receipt of written request for additional information from the Issuer, each Holder
who intends to be named as a selling securityholder in the Shelf Registration Statement shall
furnish to the Issuer in writing, within five Business Days after such Holder’s receipt of such
request, such additional information regarding such Holder and the proposed distribution by such
Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement
or Prospectus or preliminary prospectus included therein and in any application to be filed with or
under state securities law, as the Issuer may reasonably request. In connection with all such
requests for information from Holders of Transfer Restricted Securities,










 





6


the Issuer shall notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide
the information requested pursuant to this Section 2. Each Holder as to which the Shelf
Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to
the Issuer by such Holder not materially misleading.




          3. Additional Interest.




          (a) If:





     (i) the Shelf Registration Statement has not filed and declared effective by
the Commission prior to or on the Effectiveness Target Date;




     (ii) except as provided in Section 4(b)(i) hereof, the Shelf Registration
Statement is filed and declared effective but, during the Effectiveness Period,
shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded within five Business Days by a post-effective
amendment to the Shelf Registration Statement, a supplement to the Prospectus or a
report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act that cures such failure and, in the case of a post-effective
amendment, is itself immediately declared effective; or




     (iii) (A) prior to or on the 45th or 60th day, as the
case may be, of any Suspension Period, such suspension has not been terminated or
(B) Suspension Periods exceed an aggregate of 90 days in any 360 day period,


(each such event referred to in foregoing clauses (i) through (iii), a “Registration Default”), the
Issuer hereby agrees to pay additional interest (“Additional Interest”) with respect to the
Debentures that are Transfer Restricted Securities from and including the day following the
Registration Default to but excluding the earlier of (1) the day on which the Registration Default
has been cured or (2) the second anniversary of the last day on which the Debentures were
originally issued; provided that if the two year period under Rule 144(k) under the Securities Act
is shortened, then the two-year period for the payment of additional interest shall be shortened to
the period when holders (including any holders who have engaged in hedging activities), other than
the Affiliates of the Issuer, of Transfer Restricted Securities are able to sell all such
Debentures immediately without restriction under Rule 144(k). Additional Interest, if any, will
accrue on the Debentures that are Transfer Restricted Securities at a rate, (x) with respect to the
first 90-day period during which a Registration Default shall have occurred and be continuing,
equal to 0.25% per annum of the principal amount of the Debentures, and (y) with respect to the
period commencing on the 91st day following the day the Registration Default shall have
occurred and be continuing, equal to 0.50% per annum of the principal amount of the Debentures;
provided that in no event shall Additional Interest accrue at an aggregate rate per year exceeding
0.50% of the principal amount of the Debentures and provided further that Additional Interest with
respect to such Transferred Restricted Securities shall not accrue under more than one of the
foregoing clauses (i), (ii) and (iii) at any one time. No Additional Interest shall be payable on
any Debentures that have been converted into shares of Common Stock or











 





7


such Common Stock, but Holders will receive on the next Payment Date Additional Interest accrued on the Debentures through
the date of conversion.




          (b) All accrued Additional Interest shall be paid in arrears to Record Holders by the Issuer
on each Additional Interest Payment Date by wire transfer of immediately available funds or by
federal funds check in accordance with the terms of the Indenture. Following the cure of all
Registration Defaults relating to any particular Debentures, the accrual of Additional Interest
with respect to such Debentures will cease. The Issuer agrees to deliver all notices, certificates
and other documents contemplated by the Indenture in connection with the payment of Additional
Interest.




          All obligations of the Issuer set forth in this Section 3 that are outstanding with respect to
any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full. The Additional Interest set forth above
shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities
for such Registration Default.




          4. Registration Procedures.




          (a) In connection with the registration of the Transfer Restricted Securities, the Issuer
shall comply with all the provisions of Section 4(b) hereof and shall use its reasonable best
efforts to effect such registration to permit the sale of the Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof, and pursuant
thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf
Registration Statement relating to the registration on any appropriate form under the Securities
Act.




          (b) In connection with the Shelf Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities, the Issuer shall:





     (i) Subject to any notice by the Issuer in accordance with this Section 4(b)
of the existence of any fact or event of the kind described in Section
4(b)(iii)(D), use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective during the Effectiveness Period; upon the
occurrence of any event that would cause the Shelf Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission or
(B) not be effective and usable for resale of Transfer Restricted Securities during
the Effectiveness Period, the Issuer shall file promptly an appropriate amendment
to the Shelf Registration Statement, a supplement to the Prospectus or a report
filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its best efforts to
cause such amendment to be declared effective and the Shelf Registration Statement
and the related Prospectus to become usable for their intended purposes as soon as
practicable thereafter. Notwithstanding the











 





8



foregoing, the Issuer may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders
for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a “Suspension
Period”) and not to exceed an aggregate of 90 days in any 360-day period if:




     (x) an event occurs and is continuing as a result of which the Shelf
Registration Statement would, in the Issuer’s reasonable judgment, contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and




     (y) the Issuer reasonably determines that the disclosure of such
event at such time would have a material adverse effect on the business of
the Issuer (and its subsidiaries, if any, taken as a whole);




provided that in the event the disclosure relates to a previously undisclosed
proposed or pending material business transaction or agreement, the disclosure of
which would impede the Issuer’s ability to consummate such transaction or agreement,
the Issuer may extend a Suspension Period from 45 days to 60 days. Each Holder, by
its acceptance of the Debentures, agrees to hold any communication by us in
confidence.




     (ii) Subject to Section 4(b)(i), prepare and file with the Commission such
amendments and post-effective amendments to the Shelf Registration Statement as may
be necessary to keep the Shelf Registration Statement effective during the
Effectiveness Period; cause the Prospectus to be supplemented by any required
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rules 424 and
430A under the Securities Act in a timely manner; and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by the
Shelf Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in the
Shelf Registration Statement or supplement to the Prospectus; provided, that in no
event will such method(s) of distribution take the form of an Underwritten Offering
without the prior written agreement of the Issuer.




     (iii) Advise the underwriter(s), if any, and the selling Holders promptly (but
in any event within five Business Days) and, if requested by such Persons, to
confirm such advice in writing:




     (A) when the Prospectus or any supplement to the Prospectus or
post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the
same has become effective,











 





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     (B) of any request by the Commission for amendments to the Shelf
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto,




     (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement under the Securities Act
or of the suspension by any state securities commission of the qualification
of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, or




     (D) of the existence of any fact or the happening of any event, during
the Effectiveness Period, that makes any statement of a material fact made
in the Shelf Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the
Shelf Registration Statement or the Prospectus in order to make the
statements therein not misleading.




If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted Securities
under state securities or Blue Sky laws, the Issuer shall use its reasonable best
efforts to obtain the withdrawal or lifting of such order at the earliest possible
time and will provide to the Initial Purchasers and each Holder who is named in the
Shelf Registration Statement prompt notice of the withdrawal of any such order.




     (iv) Furnish to one counsel for the selling Holders designated by the Majority
of Holders whose Transfer Restricted Securities are included in a Shelf
Registration Statement, before filing with the Commission, a copy of the Shelf
Registration Statement and copies of any Prospectus included therein or any
amendments or supplements to the Shelf Registration Statement or Prospectus (other
than documents incorporated by reference after the initial filing of the Shelf
Registration Statement), which documents will be subject to the review of such
holders for a period of at least five Business Days (in the case of the Shelf
Registration Statement and Prospectus) and at least two Business Days (in the case
of any amendment or supplement thereto), and the Issuer will not file the Shelf
Registration Statement or Prospectus or any amendment or supplement to the Shelf
Registration Statement or Prospectus (other than documents incorporated by
reference) to which a selling Holder of Transfer Restricted Securities covered by
the Shelf Registration Statement shall reasonably object prior to the filing
thereof.




     (v) If requested by any selling Holders or the underwriter(s), if any,
promptly incorporate in the Shelf Registration Statement or Prospectus,











 






10


pursuant to a supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have included
therein, including, without limitation: (1) information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, (2) information with respect to the principal amount of Debentures or number of
            shares of Common Stock being sold to such underwriter(s), (3) the purchase price
being paid therefor and (4) any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of
such supplement or post-effective amendment as soon as reasonably practicable after
the Issuer is notified of the matters to be incorporated in such supplement or
post-effective amendment.




     (vi) Furnish to each selling Holder and each of the underwriter(s), if any,
upon their request, without charge, at least one copy of the Shelf Registration
Statement, as first filed with the Commission, and of each amendment thereto (and
any documents incorporated by reference therein or exhibits thereto (or exhibits
incorporated in such exhibits by reference) as such Person may request).




     (vii) Deliver to each selling Holder and each of the underwriter(s), if any,
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Persons reasonably may
request; subject to any notice by the Issuer in accordance with this Section 4(b)
of the existence of any fact or event of the kind described in Section
4(b)(iii)(D), the Issuer hereby consents to the use (in accordance with applicable
law) of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the
offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto.




     (viii) Before any public offering of Transfer Restricted Securities, cooperate
with the selling Holders, the underwriter(s), if any, and their respective counsel
in connection with the registration and qualification of the Transfer Restricted
Securities under the securities or Blue Sky laws of such jurisdictions in the
United States as the selling Holders or underwriter(s), if any, may reasonably
request and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Transfer Restricted Securities covered
by the Shelf Registration Statement; provided, that the Issuer shall not be
required (A) to register or qualify as a foreign corporation or a dealer of
securities where it is not now so qualified or to take any action that would
subject it to the service of process in any jurisdiction where it is not now so
subject or (B) to subject itself to taxation in any such jurisdiction if it is not
now so subject.




     (ix) Cooperate with the selling Holders and the underwriter(s), if any, to
facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends











 





11


(unless required by applicable securities laws); and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as
the Holders or the underwriter(s), if any, may request at least two Business Days
before any sale of Transfer Restricted Securities made by such underwriter(s).




     (x) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by
Section 4(b)(iii)(D) hereof shall exist or have occurred, use their reasonable best
efforts to prepare a supplement or post-effective amendment to the Shelf
Registration Statement or related Prospectus or any document incorporated therein
by reference or file any other required document so that, as thereafter delivered
to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading.




     (xi) Provide CUSIP numbers for all Transfer Restricted Securities not later
than the effective date of the Shelf Registration Statement and provide the Trustee
under the Indenture with certificates for the Debentures that are in a form
eligible for deposit with The Depository Trust Company.




     (xii) Cooperate and assist in any filings required to be made with the NASD
and in the performance of any due diligence investigation by any underwriter that
is required to be retained in accordance with the rules and regulations of the
NASD.




     (xiii) Otherwise use their reasonable best efforts to comply with all
applicable rules and regulations of the Commission and all reporting requirements
under the Exchange Act.




     (xiv) Cause the Indenture to be qualified under the TIA not later than the
effective date of the Shelf Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the holders of Debentures
to effect such changes to the Indenture as may be required for such Indenture to be
so qualified in accordance with the terms of the TIA; and execute and use their
reasonable best efforts to cause the Trustee thereunder to execute all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so
qualified in a timely manner.




     (xv) Cause all Transfer Restricted Securities covered by the Shelf
Registration Statement to be listed or quoted, as the case may be, on each
securities exchange or automated quotation system on which similar securities
issued by the Issuer are then listed or quoted.



     (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of
any notice (a “Suspension Notice”) from the Issuer of the existence of any fact of the kind
described in Section 4(b)(iii)(D) hereof, such Holder will, and will use their











 





12


reasonable best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until:





     (i) such Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 4(b)(xiii) hereof; or




     (ii) such Holder is advised in writing by the Issuer that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus.


If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all
copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of receipt of such notice
of suspension.




          5. Registration Expenses.




          (a) All expenses incident to the performance of or compliance with this Agreement by the
Issuer shall be borne by the Issuer regardless of whether a Shelf Registration Statement becomes
effective, including, without limitation:





     (i) all registration and filing fees and expenses (including filings made by
the Initial Purchasers or any Holders with the NASD);




     (ii) all fees and expenses of compliance with federal securities and state
Blue Sky or securities laws;




     (iii) all expenses of printing (including printing of Prospectuses and
certificates for the Common Stock to be issued upon conversion of the Debentures)
and the expenses of the Issuer for messenger and delivery services and telephone;




     (iv) all fees and disbursements of counsel to the Issuer;




     (v) all application and filing fees in connection with listing (or authorizing
for quotation) the Common Stock on a national securities exchange or automated
quotation system pursuant to the requirements hereof; and




     (vi) all fees and disbursements of independent certified public accountants of
the Issuer (including the expenses of any special audit and comfort letters
required by or incident to such performance).



          The Issuer shall bear their internal expenses (including, without limitation, all salaries and
expenses of their officers and employees performing legal, accounting or other duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Issuer.













 





13




          (b) The Issuer shall not be required to pay any underwriting discount, commission or
similar fee related to the sale of any securities.




          6. Indemnification and Contribution.




          (a) The Issuer shall indemnify and hold harmless each Holder, its officers, directors,
partners and employees and each person, if any, who controls any such Holder within the meaning of
the Securities Act (each, an “Indemnified Holder”), from and against any loss, claim, damage or
liability, or any action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to resales of the Transfer Restricted Securities), to which
such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or
action arises out of, or is based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or Prospectus or any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and shall reimburse each Indemnified
Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified
Holder in connection with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided, that the Issuer shall
not be liable in any such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement
thereto in reliance upon and in conformity with written information furnished to the Issuer by or
on behalf of such Holder; provided, further, that the Issuer shall not be liable for any loss,
claim, damage, liability or expense to the extent that it arises from a sale of Transfer Restricted
Securities occurring during a Suspension Period, provided that the Issuer shall have given a
Suspension Notice in accordance with this Agreement with respect to such Suspension Period prior to
such sale. The foregoing indemnity agreement is in addition to any liability which the Issuer may
otherwise have to any Indemnified Holder.




          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Issuer, its
officers, directors and employees and each person, if any, who controls the Issuer within the
meaning of the Securities Act, from and against any loss, claim, damage or liability, or any action
in respect thereof, to which the Issuer, or any such officer, director, employee or controlling
person may become subject, insofar as any such loss, claim, damage or liability or action arises
out of, or is based upon (i) any untrue statement or alleged untrue statement of any material fact
contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto
or (ii) the omission or the alleged omission to state therein any material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, but in each case only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Issuer by or on behalf of such Holder (or
its related Indemnified Holder) specifically for use therein, and shall reimburse the Issuer and
any such officer, director, employee or controlling person promptly upon demand for any legal or
other expenses reasonably incurred by the Issuer or any such officer, director, employee or
controlling person in connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are







 



14




incurred. The foregoing indemnity agreement is in addition to any liability that any Holder
may otherwise have to the Issuer and any such officer, employee or controlling person.




          (c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim
or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have under this Section 6
except to the extent it has been materially prejudiced by such failure and, provided, further, that
the failure to notify the indemnifying party shall not relieve it from any liability which it may
have to an indemnified party otherwise than under this Section 6. If any such claim or action
shall be brought against an indemnified party, and it shall notify the indemnifying party thereof,
the indemnifying party shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the defense thereof with
counsel satisfactory to the indemnified party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided, that a Majority of Holders shall have the
right to employ a single counsel to represent jointly a Majority of Holders and their respective
officers, directors, partners, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by a Majority of Holders
against the Issuer under this Section 6, if a Majority of Holders seeking indemnification shall
have been advised by legal counsel that there may be one or more legal defenses available to them
and their respective officers, employees and controlling persons that are different from or
additional to those available to the Issuer and its officers, directors, employees and controlling
persons, the fees and expenses of a single separate counsel shall be paid by the Issuer. No
indemnifying party shall:





     (i) without the prior written consent of the indemnified parties (which consent shall
not be unreasonably withheld) settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding, or




     (ii) be liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment.



          (d) If the indemnification provided for in this Section 6 shall for any reason be unavailable
or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any
loss, claim, damage or liability (or action in respect thereof) referred to therein,







 



15




each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to
the amount paid or payable by such indemnified party as a result of such loss, claim, damage or
liability (or action in respect thereof) in such proportion as the relative fault of the Issuer on
the one hand and the Holders on the other in connection with the statements or omissions or alleged
statements or alleged omissions that resulted in such loss, claim, damage or liability (or action
in respect thereof), as well as any other relevant equitable considerations.



The relative benefits received by a Holder shall be equal to the value of receiving registration
rights under this Agreement for the Transfer Restricted Securities. The relative fault of the
parties shall be determined by reference to whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Issuer on the one hand or the Holders on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Issuer and each Holder agree that it would not be just and equitable if
the amount of contribution pursuant to this Section 6(d) were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations
referred to in the first sentence of this paragraph (d). The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this
Section 6, any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of
the amount by which the total price at which the Transfer Restricted Securities purchased by it
were resold exceeds the amount of any damages which such Holder has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(d) are
several and not joint.




          7. Rule 144A. In the event the Issuer is not subject to Section 13 or 15(d) of the Exchange Act,
the Issuer hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to
Rule 144A.




          8. Participation in Underwritten Registrations. No Holder may participate in any Underwritten
Registration hereunder unless such Holder:





     (i) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements; and









 



16



     (ii) completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.



          9. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted Securities in an
Underwritten Offering if approved by the Issuer, as provided in Section 4(b)(ii). In any such
Underwritten Offering, the investment banker or investment bankers and manager or managers that
will administer the offering will be selected by a Majority of Holders whose Transfer Restricted
Securities are included in such offering; provided, that such investment bankers and managers must
be reasonably satisfactory to the Issuer.




          10. Miscellaneous.




          (a) Remedies. The Issuer acknowledge and agree that any failure by the Issuer to comply with
its obligations under Section 2 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required to specifically
enforce the obligations of the Issuer under Section 2 hereof. The Issuer further agrees to waive
the defense in any action for specific performance that a remedy at law would be adequate.




          (b) Adjustments Affecting Transfer Restricted Securities. The Issuer shall not take any
action with the primary purpose of adversely affecting the ability of the Holders of the Transfer
Restricted Securities as a class to include such Transfer Restricted Securities in a registration
undertaken pursuant to this Agreement.




          (c) No Inconsistent Agreements. The Issuer will not, on or after the date of this Agreement,
enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except
as disclosed in the Offering Memorandum, the Issuer has not previously entered into any agreement
(which has not expired or been terminated) granting any registration rights with respect to its
securities to any Person which rights conflict with the provisions hereof.




          (d) Amendments and Waivers. Except as provided in the next paragraph, this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given, unless the Issuer has obtained the written consent of a Majority of
Holders or such greater percentage of the Holders as required by the Indenture.




     In the event of a merger or consolidation or sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of the properties and assets of the Issuer and its
subsidiaries on a consolidated basis, the Issuer shall procure the assumption of its obligations
under this Agreement (which it is understood and agreed shall include the registration of any other
securities into which the Debentures or the Common Stock that are Transfer Restricted Securities
(the “New Securities”) have become convertible on substantially the same terms as









 



17

provided for the registration of the Common Stock) by the Person (if other than the Issuer) formed by such
consolidation or into which the Issuer is merged or the Person who acquires by sale, assignment,
conveyance, transfer, lease or other disposition all or substantially all of the properties and
assets of the Issuer and its subsidiaries on a consolidated basis and this Agreement may be
amended, modified or supplemented without the consent of any Holders to provide for such assumption
of the Issuer’s obligations hereunder (including the registration of any New Securities). Without
the consent of each Holder of Debentures, no amendment or modification may change the provisions
relating to the payment of Additional Interest during the pendency of a Registration Default.




     Each Holder of Transfer Restricted Securities outstanding at the time of any amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any amendment,
modification, supplement, waiver or consent effected pursuant to this Section 10(d), whether or not
any notice, writing or marking indicating such amendment, modification, supplement, waiver or
consent appears on the Transfer Restricted Securities or is delivered to such Holder.



          (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery:





     (i) if to a Holder, at the address set forth on the records of the registrar
under the Indenture or the transfer agent of the Common Stock, as the case may be;
and




     (ii) if to the Issuer:


Global Industries Ltd.

800 Global Drive

Carlyss, Louisiana 70665

Attention: General Counsel

Telephone: (281) 529-7740

Facsimile: (281) 529-7747



With a copy to:



Vinson & Elkins L.L.P.

2300 First City Tower

1001 Fannin Street

Houston, TX 77002-6760

Attention: Jeff Floyd

Telephone: (713) 758-2222

Facsimile: (713) 758-2346




          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt










 



18



acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.




          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including without limitation and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
that (i) this Agreement shall not inure to the benefit of or be binding upon a successor or assign
of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder and (ii) nothing contained herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in violation of the
terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire
Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.




          (h) Debentures Held by the Issuer or Its Affiliates. Whenever the consent or approval of
Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer
Restricted Securities held by the Issuer or its “affiliates” (as such term is defined in Rule 405
under the Securities Act) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.




          (i) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.




          (j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the
law of the State of New York.




          (k) Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.




          (l) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the registration rights granted by the Issuer with
respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.










 



19




          (m) Termination. This Agreement and the obligations of the parties hereunder shall terminate
when there are no longer any Transfer Restricted Securities outstanding, except for any liabilities
or obligations under Sections 5, 6 or 10 hereof, each of which shall remain in effect in accordance
with its terms.







 



20






          In Witness Whereof, the parties have executed this Agreement as of the date first
written above.




	 	 	 	 	 
	 	Global Industries, Ltd. 

 	 
	 	By  	/s/ Peter S. Atkinson
 	 
	 	 	Name:  	Peter S. Atkinson 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	Lehman Brothers Inc.



For itself and as Representative of the other

Initial Purchasers

 	 
	 	By:  

 	Lehman Brothers Inc. 

 	
 	 
	 	 	 
	 	By:  	                                              /s/ Arlene Salmonson
 	 
	 	 	Name:  	Arlene Salmonson 	 
	 	 	Title:  	Vice President