exv10w49






Exhibit 10.49




AMENDMENT NO. 5

TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is made and entered into on February 25, 2009 to be effective as of December 31, 2008 (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) 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 and Amendment No. 4 and Waiver thereto dated as of November 7, 2008
(as so amended, the “Credit Agreement”).



     B. The parties hereto wish to enter into this Amendment to amend certain terms and provisions
of the Credit Agreement 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




     Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended
hereby, unless otherwise stated.



 









 





ARTICLE II

AMENDMENT




     2.01 Amendment to Section 1.01. The definition of “Cash Collateral Account” in
Section 1.01 of the Credit Agreement is hereby restated in its entirety with the following:




     “Cash Collateral Account” means, collectively, one or more special cash
collateral accounts pledged to the Administrative Agent containing cash or cash
equivalents of a type described in paragraphs (a) or (b) of the definition of
“Liquid Investments” with maturities not exceeding 45 days deposited pursuant to
Sections 2.15(e), 2.15(h), 7.02(b) or 7.03(b) to be maintained in accordance with
Section 2.15(g) with the Administrative Agent or, in the Administrative Agent’s sole
discretion, one or more other Lenders or Affiliates of a Lender; provided that (x)
each such other Lender or Affiliate of a Lender, the Parent and the Administrative
Agent enter into blocked account control agreements in form and substance
satisfactory to the Administrative Agent with respect to such cash collateral
accounts, (y) cash collateral accounts held with any such other Lender or Affiliate
of a Lender must be securities accounts holding only cash equivalents of a type
described in paragraphs (a) or (b) of the definition of “Liquid Investments” and (z)
the Administrative Agent may, at any time in its sole discretion, demand that cash
collateral accounts held with any such other Lender or Affiliate of a Lender be
closed and the proceeds thereof be transferred to a cash collateral account held
with the Administrative Agent within 3 Business Days after notice of such demand to
the Parent .



     2.02 Amendment to Section 5.05(e). Section 5.05(e) of the Credit Agreement is
hereby restated in its entirety with the following:



          (e) [Intentionally omitted]




     2.03 Amendment to Section 6.19. Section 6.19 of the Credit Agreement is
hereby restated in its entirety with the following:



          Section 6.19 [Intentionally omitted]




ARTICLE III

CONDITIONS PRECEDENT




     This Amendment shall become effective as of the Effective Date upon the satisfaction of the
following conditions precedent:



     3.01 Documentation. The Administrative Agent shall have received the following in
form and substance satisfactory to the Administrative Agent:




     (a) this Amendment duly executed by the Borrowers, the Administrative Agent and the
Majority Lenders; and



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



     3.02 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 WAIVER




     Nothing contained in this Amendment 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,
this Amendment, or of any other contract or instrument between any 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, this Amendment 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 Amendment 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 Amendment, 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 amended 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
Amendment 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) the
representations and warranties contained in the Credit Agreement, as amended 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) no Default or Event of Default
under the Credit Agreement, as amended hereby, has occurred and is continuing; (d) each Borrower is
in full compliance with all covenants and agreements contained in the Credit Agreement, as amended
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.



3









 





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 Amendment, shall survive the execution and delivery of
this Amendment, 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.



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



     6.05 Successors and Assigns. This Amendment 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 Amendment 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 Amendment 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 in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.



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     6.09 Applicable Law. THIS AMENDMENT 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.]




5









 








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



	 	 	 	 	 
	 	 	PARENT:
	 
	 	 	 	 
	 	 	GLOBAL INDUSTRIES, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	MEXICAN BORROWER:
	 
	 	 	 	 
	 	 	GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Russell J. Robicheaux
	 

	 	 	 	 
	 

	 	Name:
	 	Russell J. Robicheaux
	 

	 	Title:
	 	Attorney-in-fact / Apoderado
	 
	 	 	 	 
	 	 	CAYMAN BORROWER:
	 
	 	 	 	 
	 	 	GLOBAL INDUSTRIES INTERNATIONAL, L.P.
	 
	 	 	 	 
	 	 	By: Global Industries International, L.L.C., its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

	 	Title:
	 	President






Signature Page to Amendment No. 5 to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.




 









 








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

	 	By:	 	/s/ Page Dillehunt
	 

	 	 	 	 
	 

	 	Name:	 	Page Dillehunt
	 

	 	Title:	 	Managing Director
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael Willis
	 

	 	 	 	 
	 

	 	Name:	 	Michael Willis
	 

	 	Title:	 	Director






Signature Page to Amendment No. 5 to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.




 









 








	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 
	 	 	WHITNEY NATIONAL BANK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Mark McCullough
	 

	 	 	 	 
	 

	 	Name:	 	Mark McCullough
	 

	 	Title:	 	Vice President






Signature Page to Amendment No. 5 to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.




 









 








	 	 	 	 	 
	 	 	NATIXIS (formerly known as Natexis Banques Populaires)
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Signature Page to Amendment No. 5 to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.




 









 








	 	 	 	 	 
	 	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






Signature Page to Amendment No. 5 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 Amendment No. 5 to
Third Amended and Restated Credit Agreement dated February 25, 2009 to be effective as of December
31, 2008 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) 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/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	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/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

	 	Title:
	 	President






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 Amendment No. 5 to
Third Amended and Restated Credit Agreement dated February 25, 2009 to be effective as of December
31, 2008 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) 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/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

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

	 	By:
	 	Russell J. Robicheaux
	 

	 	 	 	 
	 

	 	Name:
	 	Russell J. Robicheaux
	 

	 	Title:
	 	Attorney-in- fact/Apoderado
	 
	 	 	 	 
	 	 	GLOBAL INTERNATIONAL VESSELS, LTD.
	 	 	GLOBAL OFFSHORE INTERNATIONAL, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter S. Atkinson
	 

	 	 	 	 
	 

	 	Name:
	 	Peter S. Atkinson
	 

	 	Title:
	 	President






Acknowledgment and Reaffirmation of

Second Amended and Restated US Guaranty




 









 








	 	 	 	 	 	 	 
	 	 	GLOBAL INDUSTRIES OFFSHORE NETHERLANDS, BV
	 
	 	 	 	 	 	 
	 	 	By: Global Industries International, L.L.C., as
director
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Peter S. Atkinson
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Peter S. Atkinson
	 

	 	 	 	Title:
	 	President
	 
	 	 	 	 	 	 
	 	 	By: Executive Management Trust, as managing director
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Peggy Gunn
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Peggy Gunn
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Anneke Hooiveld
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Anneke Hooiveld
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GIL MAURITIUS HOLDINGS, LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peter S. Atkinson
	 	 	 	 	 
	 	 	Name:	 	Peter S. Atkinson
	 	 	Title:	 	President
	 
	 	 	 	 	 	 
	 	 	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 J. Robicheaux
	 	 	 	 	 
	 	 	Name:	 	Russell J. Robicheaux
	 	 	Title:	 	Attorney-in-fact/Apoderado






Acknowledgment and Reaffirmation of

Second Amended and Restated US Guaranty