exv10w3






Exhibit 10.3




WAIVER

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT



THIS WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver”) is made and
entered into effective as of November 3, 2010 (the “Effective Date”), by and among (a)
GLOBAL INDUSTRIES, LTD., a Louisiana corporation (the “Parent”), GLOBAL OFFSHORE MEXICO, S.
DE R.L. DE C.V., a Mexican sociedad de responsabilidad limitada de capital variable (the
“Mexican Borrower”), and GLOBAL INDUSTRIES INTERNATIONAL, L.L.C., a Louisiana limited
liability company, in its capacity as general partner of GLOBAL INDUSTRIES INTERNATIONAL, L.P., a
Cayman Islands exempted limited partnership (the “Cayman Borrower” and together with the
Parent and the Mexican Borrower, each a “Borrower” and collectively, the
“Borrowers”), (b) the financial institutions parties hereto which are Lenders party to the
Credit Agreement (as defined below); and (c) CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(formerly known as Calyon New York Branch), as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”).




PRELIMINARY STATEMENTS




     A. The Parent, the Mexican Borrower, the Cayman Borrower, the Administrative Agent and the
lenders signatory thereto (the “Lenders”) are parties to that certain Third Amended and
Restated Credit Agreement dated as of June 30, 2006 as amended by Amendment No. 1 thereto dated as
of October 6, 2006, Amendment No. 2 thereto dated as of July 26, 2007, Amendment No. 3 thereto
dated as of October 18, 2007, Amendment No. 4 and Waiver thereto dated as of November 7, 2008,
Amendment No. 5 thereto dated as of February 25, 2009, and Amendment No. 6 thereto dated as of June
16, 2010 (as so amended, the “Credit Agreement”).



     B. The Borrowers have failed to comply with Section 6.15 (Minimum Fixed Charge
Coverage Ratio) and Section 6.16 (Minimum Consolidated EBITDA) for the fiscal quarter
ending September 30, 2010 (the “Waiver Defaults”).



     C. The parties hereto wish to enter into this Waiver to provide for a waiver of the Waiver
Defaults as set forth herein.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:



ARTICLE I

DEFINITIONS




     1.01 Capitalized terms used in this Waiver are defined in the Credit Agreement, unless
otherwise stated.



 









 





ARTICLE II

WAIVER




     The Borrowers hereby acknowledge the existence of the Waiver Defaults. The Administrative
Agent and the Lenders hereby agree, subject to the terms and conditions of this Waiver, to waive
the Waiver Defaults. The waiver by the Administrative Agent and the Lenders described in this
Article II is contingent upon the satisfaction of the conditions precedent set forth below and is
limited to the Waiver Defaults. Such waiver is limited to the extent described herein and shall
not be construed to be a consent to or a permanent waiver of
Section 6.15 or Section
6.16 of the Credit Agreement or any other terms, provisions, covenants, warranties or
agreements contained in the Credit Agreement or in any of the other Credit Documents. The
Administrative Agent and the Lenders reserve the right to exercise any rights and remedies
available to them in connection with any other present or future Defaults or Events of Default with
respect to the Credit Agreement or any other provision of any Credit Document. The description
herein of the Waiver Defaults is based upon the information available to the Administrative Agent
and the Lenders on the date hereof and shall not be deemed to exclude the existence of any other
Events of Default. The failure of the Lenders to give notice to the Borrowers or the Guarantors of
any such other Events of Default is not intended to be nor shall be a waiver thereof.



ARTICLE III

CONDITIONS PRECEDENT




     3.01 Conditions to Effectiveness. This Waiver shall become effective as of the
Effective Date upon the satisfaction of the following conditions precedent.




     (a) Documentation. The Administrative Agent shall have received the following,
each dated on or before the Effective Date, in form and substance satisfactory to the
Administrative Agent:




     (i) this Waiver duly executed by the Borrowers, the Administrative Agent and
the Majority Lenders; and




     (ii) (A) the attached Acknowledgment and Reaffirmation of the US Guaranty duly
executed by each US Guarantor and (B) the attached Acknowledgment and Reaffirmation
of the Foreign Guaranty duly executed by each Foreign Guarantor.




     (b) Payment of Fees. The Borrowers shall have paid all costs and expenses
which have been invoiced and are payable pursuant to Section 11.04 of the Credit
Agreement.



ARTICLE IV

NO OTHER WAIVER




     Except as expressly provided in Article II, nothing contained herein shall be construed as a
waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit
Agreement, the other Credit Documents, or of any other contract or instrument between any



2









 




Borrower and the Administrative Agent or any Lender, and the failure of the Administrative
Agent or any Lender at any time or times hereafter to require strict performance by each Borrower
of any provision thereof shall not waive, affect or diminish any right of the Administrative Agent
or any Lender to thereafter demand strict compliance therewith. The Administrative Agent and each
Lender hereby reserves all rights granted under the Credit Agreement, the other Credit Documents
and any other contract or instrument between any of them.




ARTICLE V

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




     5.01 Ratifications. The terms and provisions set forth in this Waiver shall modify
and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other
Credit Documents, and, except as expressly modified and superseded by this Waiver, the terms and
provisions of the Credit Agreement and the other Credit Documents are ratified and confirmed and
shall continue in full force and effect. Each Borrower hereby agrees that all liens and security
interests securing payment of the Obligations under the Credit Agreement are hereby collectively
renewed, ratified and brought forward as security for the payment and performance of the
Obligations. Each Borrower, the Administrative Agent and the Lenders agree that the Credit
Agreement, as modified hereby, and the other Credit Documents shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.



     5.02 Representations and Warranties. Each Borrower hereby represents and warrants to
the Administrative Agent and the Lenders that (a) the execution, delivery and performance of this
Waiver have been authorized by all requisite corporate action on the part of such Borrower and will
not violate the applicable organization or governing documents of any Borrower; (b) after giving
effect to this Waiver, the representations and warranties contained in the Credit Agreement, as
modified hereby, and the other Credit Documents are true and correct on and as of the date hereof
and on and as of the date of execution hereof as though made on and as of each such date; (c) after
giving effect to this Waiver, no Default or Event of Default under the Credit Agreement, as
modified hereby, has occurred and is continuing; (d) after giving effect to this Waiver, each
Borrower is in full compliance with all covenants and agreements contained in the Credit Agreement,
as modified hereby, and the other Credit Documents; and (e) no Borrower has amended its applicable
organizational or governing documents since the date of the Credit Agreement.



ARTICLE VI

MISCELLANEOUS PROVISIONS




     6.01 Survival of Representations and Warranties. All representations and warranties
made in the Credit Agreement or the other Credit Documents, including, without limitation, any
document furnished in connection with this Waiver, shall survive the execution and delivery of this
Waiver, and no investigation by the Administrative Agent or any Lender shall affect the
representations and warranties or the right of the Administrative Agent and Lenders to rely upon
them.



3









 





     6.02 Reference to Credit Agreement. Each of the Credit Agreement and the other Credit
Documents, and any and all other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as
modified hereby, are hereby amended so that any reference in the Credit Agreement and such other
Credit Documents to the Credit Agreement shall mean a reference to the Credit Agreement as modified
hereby.



     6.03 Expenses of the Administrative Agent. Each Borrower agrees to pay on demand all
reasonable costs and expenses incurred by the Administrative Agent in connection with any and all
amendments, modifications, and supplements to the Credit Documents, including, without limitation,
the reasonable costs and fees of the Administrative Agent’s legal counsel, and all costs and
expenses incurred by the Administrative Agent in connection with the enforcement or preservation of
any rights under the Credit Agreement, as modified hereby, or any other Credit Documents,
including, without, limitation, the costs and fees of the Administrative Agent’s legal counsel.



     6.04 Severability. Any provision of this Waiver held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Waiver and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     6.05 Successors and Assigns. This Waiver is binding upon and shall inure to the
benefit of the Administrative Agent, the Lenders and Borrowers and their respective successors and
assigns, except that no Borrower may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent.



     6.06 Counterparts. This Waiver may be executed in one or more counterparts, each of
which when so executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument. This Waiver may be executed by facsimile signature
and all such signatures shall be effective as originals.



     6.07 Effect of Waiver. No consent or waiver, express or implied, by the
Administrative Agent to or for any breach of or deviation from any covenant or condition by any
Borrower shall be deemed a consent to or waiver of any other breach of the same or any other
covenant, condition or duty.



     6.08 Headings. The headings, captions, and arrangements used herein are for
convenience only and shall not affect the interpretation of this Waiver.



     6.09 Applicable Law. THIS WAIVER SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



[Remainder of page intentionally left blank. Signatures on following pages.]









4









 







IN WITNESS WHEREOF, each of the parties hereto has executed this Waiver as of the date first
above-written.




	 	 	 	 	 
	 	PARENT:





GLOBAL INDUSTRIES, LTD.

 	 
	 	By:  	/s/ C. Andrew Smith
 	 
	 	Name:  C. Andrew Smith 	 
	 	Title:    CFO 	 
	 
	 	MEXICAN BORROWER:



GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V

 	 
	 	By:  	/s/ Russell Robicheaux
 	 
	 	Name:  Russell Robicheaux 	 
	 	Title:    CAO & General Counsel 	 
	 
	 	CAYMAN BORROWER:



GLOBAL INDUSTRIES INTERNATIONAL, L.P.

 	 
	 	By:  Global Industries International, L.L.C., its general 
partner 	 
	 	 	 
	 	By:  	                              /s/ C. Andrew Smith
 	 
	 	Name:  C. Andrew Smith 	 
	 	Title:    CFO 	 
	 



Signature Page to Waiver to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.





 









 




	 	 	 	 	 
	 	CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK (formerly known as Calyon New York Branch), as
Administrative Agent, Issuing Bank, Swingline Bank and as a Lender

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	Name:  Page Dillehunt 	 
	 	Title:    Managing Director 	 
	 	 	 
	 	By:  	/s/ Michael Willis
 	 
	 	Name:  Michael Willis 	 
	 	Title:    Managing Director 	 



Signature Page to Waiver to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.


 








 




	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:




WHITNEY NATIONAL BANK

 	 
	 	By:  	/s/ Mark S. McCullough
 	 
	 	Name:  Mark S. McCullough 	 
	 	Title:    Vice President 	 
	 



Signature Page to Waiver to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.


 








 




	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Guillaume Deve
 	 
	 	Name:  Guillaume Deve 	 
	 	Title:    Managing Director 	 
	 	 	 
	 	By:  	/s/ Kevin O’Hara 	 
	 	Name:  Kevin O’Hara 	 
	 	Title:    Director 	 
	 



Signature Page to Waiver to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



ACKNOWLEDGMENT AND REAFFIRMATION OF

SECOND AMENDED AND RESTATED US GUARANTY



Each of the undersigned (each a “US Guarantor” and collectively the “US
Guarantors”) hereby (i) acknowledges receipt of a copy of the foregoing Waiver to Third Amended
and Restated Credit Agreement dated as of November 3, 2010 among (a) GLOBAL INDUSTRIES, LTD., a
Louisiana corporation, GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V., a Mexican sociedad de
responsabilidad limitada de capital variable, and GLOBAL INDUSTRIES INTERNATIONAL, L.L.C., a
Louisiana limited liability company, in its capacity as general partner of GLOBAL INDUSTRIES
INTERNATIONAL, L.P., a Cayman Islands exempted limited partnership, (b) the financial institutions
parties thereto; and (c) CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon
New York Branch), as administrative agent (in such capacity, the “Administrative Agent”) and (ii)
reaffirms its obligations under the Second Amended and Restated US Guaranty dated as of
June 30, 2006 by the US Guarantors in favor of the Administrative Agent for the benefit of the
Beneficiaries (as defined therein).




	 	 	 	 	 
	 	GLOBAL INDUSTRIES, LTD.

 	 
	 	By:  	/s/ C. Andrew Smith
 	 
	 	Name:  C. Andrew Smith 	 
	 	Title:    CFO 	 
	 
	 	GIL 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 LIMITED

 	 
	 	By:  	/s/ C. Andrew Smith
 	 
	 	Name:  C. Andrew Smith 	 
	 	Title:    CFO 	 
	 



Acknowledgment and Reaffirmation of

Second Amended and Restated US Guaranty





 











 





ACKNOWLEDGMENT AND REAFFIRMATION OF

SECOND AMENDED AND RESTATED FOREIGN GUARANTY



Each of the undersigned (each a “Foreign Guarantor” and collectively the “Foreign
Guarantors”) hereby (i) acknowledges receipt of a copy of the foregoing Waiver to Third Amended
and Restated Credit Agreement dated as of November 3, 2010 among (a) GLOBAL INDUSTRIES, LTD., a
Louisiana corporation, GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V., a Mexican sociedad de
responsabilidad limitada de capital variable, and GLOBAL INDUSTRIES INTERNATIONAL, L.L.C., a
Louisiana limited liability company, in its capacity as general partner of GLOBAL INDUSTRIES
INTERNATIONAL, L.P., a Cayman Islands exempted limited partnership, (b) the financial institutions
parties thereto; and (c) CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (formerly known as Calyon
New York Branch), as administrative agent (in such capacity, the “Administrative Agent”) and (ii)
reaffirms its obligations under the Second Amended and Restated Foreign Guaranty dated as of
June 30, 2006 by the Foreign Guarantors in favor of the Administrative Agent for the benefit of the
Beneficiaries (as defined therein).




	 	 	 	 	 

	 	 	GLOBAL INDUSTRIES INTERNATIONAL, L.P.
	 
	 	 	 	 
	 	 	By: Global Industries International, L.L.C., its
general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. Andrew Smith
	 

	 	 	 	 
	 

	 	Name:
	 	C. Andrew Smith
	 

	 	Title:
	 	CFO
	 
	 	 	 	 
	 	 	GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Russell Robicheaux
	 

	 	 	 	 
	 

	 	Name:
	 	Russell Robicheaux
	 

	 	Title:
	 	CAO & General Counsel
	 
	 	 	 	 
	 	 	GLOBAL INTERNATIONAL VESSELS, LTD.
	 	 	GLOBAL OFFSHORE INTERNATIONAL, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C. Andrew Smith
	 

	 	 	 	 
	 

	 	Name:
	 	C. Andrew Smith
	 

	 	Title:
	 	CFO






Acknowledgment and Reaffirmation of

Second Amended and Restated Foreign Guaranty


















 





	 	 	 	 	 
	 	GLOBAL INDUSTRIES OFFSHORE NETHERLANDS, BV

 	 
	 	By:  	 	/s/ C. Andrew Smith

 	 
	 	Name:  	C. Andrew Smith 	 
	 	Title:  	CFO 	 
	 
	 	 	 
	 	By:  	 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	 	GIL MAURITIUS HOLDINGS, LTD.

 	 
	 	By:  	 	/s/ C. Andrew Smith
 	 
	 	Name:  	C. Andrew Smith 	 
	 	Title:  	CFO 	 
	 
	 	GLOBAL 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:  	 	/s/ Russell Robicheaux
 	 
	 	Name:  	Russell Robicheaux 	 
	 	Title:  	CAO & General Counsel 	 
	 



Acknowledgment and Reaffirmation of

Second Amended and Restated Foreign Guaranty