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Exhibit 10.1
 AMENDMENT NO. 3
TO  THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Effective Date Parent Mexican Borrower Cayman Borrower Borrower Borrowers Administrative Agent
 PRELIMINARY STATEMENTS
 Lenders Credit Agreement
   ARTICLE I  DEFINITIONS
 1.01




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ARTICLE II  AMENDMENT
 2.01 Amendment to Section 1.01 (Restated Definitions) Section 1.01
 Applicable Margin means, at any time with respect to each Type of Advance,
each Letter of Credit, and the Revolving Commitment Fee, the percentage rate per
annum as set forth below for the Level in effect at such time:
 LEVEL
    
    LEVEL
    
    LEVEL
    
    LEVEL
    
    LEVELI
    
    II
    
    III
    
    IV
    
    VEurodollar Advances and
Letter of Credit Fee
    
    
    0.75
    %
    
    
    1.00
    %
    
    
    1.25
    %
    
    
    1.50
    %
    
    
    1.75
    %Base Rate Advances
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.25
    %
    
    
    0.50
    %
    
    
    0.75
    %Revolving Commitment Fee
    
    
    0.25
    %
    
    
    0.30
    %
    
    
    0.35
    %
    
    
    0.40
    %
    
    
    0.50
    %
 Consolidated EBITDA means, for any Person and its Subsidiaries calculated on
a consolidated basis for any period:
 (a) Consolidated Net Income for such period plus
 (b) to the extent deducted in determining Consolidated Net Income, (i) cash
Consolidated Interest Expense, (ii) foreign, federal, state, and local taxes on Net
Income net of credits, (iii) depreciation expense, (iv) amortization expense, (v)
non-operating, non-cash charges, and (vi) fees and expenses incurred in connection
with this Agreement and the incurrence of other Debt permitted under Section
6.02 minus
 (c) to the extent included in determining Consolidated Net Income,
extraordinary non-operating gains, non-cash charges related to the impairment of
assets and other gains or losses in connection with the sale or disposal of assets,
each net of related income taxes, all determined in accordance with GAAP.
 Equity Issuance means any issuance of equity securities (including any
preferred equity securities) by the Parent or any of its Subsidiaries other than
equity securities issued (a) to the Parent or one of its Subsidiaries; (b) pursuant
to employee or director and officer benefit or dividend reinvestment plans or stock
option or purchaser plans in the ordinary course of business; (c) as consideration
in connection with any investment by the Parent or any of its Subsidiaries in any
other Person pursuant to which such Person shall become a Subsidiary or shall be
merged into or consolidated with the Parent or any of its
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Subsidiaries; or (d) in connection with the conversion of the Convertible
Unsecured Debentures.
 Excluded Vessels means each of the vessels owned by the Loan Parties other
than the vessels listed on Schedule 4.17 .
 Fixed Charge Coverage Ratio means, for the Parent and its Subsidiaries on a
consolidated basis, as of the end of any fiscal quarter, for the then most-recently
ended four fiscal quarters, the ratio of (a) the Parents Consolidated EBITDA to (b)
the sum of (i) cash Consolidated Interest Expense, (ii) to the extent not included
in cash Consolidated Interest Expense, letter of credit fees, (iii) mandatory
scheduled principal payments on any Debt, (iv) Capital Expenditures relating solely
to dry-docking expenses of vessels of the Parent and its Subsidiaries, (v) Capital
Lease Obligations for the then most-recently ended four fiscal quarters and (vi)
repurchases of the common stock of the Parent (excluding up to $75,000,000.00 of the
amount of any such stock repurchases made in conjunction with the offering of the
Convertible Unsecured Debentures).
 Foreign Vessel Mortgages means each of the vessel mortgages in substantially
the form of the attached Exhibit G (or such other form as reasonably
acceptable to the Administrative Agent and the Parent) and executed by each Foreign
Loan Party which owns a Mortgaged Vessel to secure the Foreign Obligations.
 Leverage Ratio means, as of the last day of any fiscal quarter of the Parent,
the ratio of (a) (i) Consolidated Debt (excluding surety bonds, Performance Letters
of Credit, Documentary Letters of Credit and Contingent Obligations) as of such day minus (ii) the amount of unrestricted cash, marketable securities and Liquid
Investments of the Borrowers and their Subsidiaries which are Guarantors as of such
day to the extent such amount exceeds $25,000,000.00 to (b) the Parents
Consolidated EBITDA for the four fiscal quarters then ended.
 Material Subsidiary means any Subsidiary of the Parent (a) having total
assets or annual gross revenues in excess of $10,000,000.00 (or the Equivalent
Amount if denominated in a currency other than Dollars) or (b) that owns any
Mortgaged Vessel, and Material Subsidiaries means all such Subsidiaries
collectively.
 Maturity Date means the earlier of (a) October 18, 2012 and (b) the earlier
termination in whole of the Commitments in accordance with the provisions of this
Agreement.
 Mortgaged Vessels means each of the vessels listed on Schedule 4.17 .
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Swingline Commitment means the obligation of the Swingline Bank to make
Swingline Advances up to a maximum principal amount of $25,000,000.00 at any time
outstanding.
 US Vessel Mortgages means each of the vessel mortgages in substantially the
form of the attached Exhibit G (or such other form as reasonably acceptable
to the Administrative Agent and the Parent) and executed by each US Loan Party which
owns a Mortgaged Vessel to secure the Obligations.
 2.02 Amendment to Section 1.01 (New Definitions) Section 1.01
 Collateral Coverage Ratio means the ratio of (i) the sum of (A) the aggregate
Orderly Liquidation Value of all Eligible Mortgaged Vessels as determined by the
most recent Appraisal Report delivered to Administrative Agent and the Lenders
pursuant to Section 3. 01(m) or Section 5.14, and (B) the fair market value (as set
forth in the most recent appraisal delivered to Administrative Agent) of Eligible
Real Property to (ii) the amount of the Revolving Commitments.
 Consolidated Tangible Net Worth means, for the Parent and its Subsidiaries
calculated on a consolidated basis at any time, tangible net worth, as determined in
accordance with GAAP.
 Liquidity means, as of any date of determination, (a) the amount equal to the
amount that Borrowers are entitled to borrow as Revolving Advances hereunder (after
giving effect to all then outstanding Obligations and all sublimits and reserves
then applicable hereunder) plus (b) the amount of unrestricted cash,
marketable securities and Liquid Investments of the Borrowers and their Subsidiaries
which are Guarantors minus (c) $25,000,000.00.
 Third Amendment means Amendment No. 3 to this Agreement dated as of the Third
Amendment Effective Date.
 Third Amendment Effective Date means October 18, 2007.
 2.03 Amendment to Section 1.01 (Deleted Definitions) Section 1.01
 2.04 Amendment to Section 2.01(a) Section 2.01(a)
 (a) Revolving Advances . Each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Revolving Advances to the Borrowers
in Dollars from time to time on any Business Day during the period from the Closing
Date until the Maturity Date; provided that, (i) the sum of (A)
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the aggregate outstanding principal amount of the Revolving Advances plus (B)
the Letter of Credit Exposure plus (C) the aggregate outstanding principal amount of
the Swingline Advances may not exceed at any time the aggregate amount of the
Revolving Commitments and (ii) the aggregate outstanding Revolving Advances plus the
aggregate outstanding Swingline Advances made to the Mexican Borrower plus the
aggregate Letter of Credit Exposure with respect to Letters of Credit issued for the
account of the Mexican Borrower may not exceed $50,000,000.00. Each Revolving
Borrowing shall be in an aggregate amount not less than $2,000,000.00 and in
integral multiples of $500,000.00 in excess thereof and shall consist of Revolving
Advances of the same Type made on the same day by the Lenders ratably according to
their respective Revolving Commitments. Within the limits of each Lenders
Revolving Commitment, the Borrowers may from time to time borrow, prepay pursuant to
Section 2.07 and reborrow under this Section 2. 01(a) .
 2.05 Amendment to Section 2.01(c) Section 2.01(c) Collateral Coverage Amount
 (c) [Intentionally omitted].
 2.06 Amendment to Section 2.01(d)(i) Section 2.01(d)(i)
 (i) On the terms and conditions set forth in this Agreement, the Swingline Bank
agrees to from time to time on any Business Day during the period from the Closing
Date until the last Business Day occurring before the Maturity Date, make advances
(Swingline Advances) in Dollars under the Swingline Notes to the Borrowers for
periods of up to five Business Days (except that no Swingline Advance may mature
after the Maturity Date), bearing interest at the Alternate Base Rate plus the
Applicable Margin for Base Rate Advances, and in an aggregate principal amount not
to exceed the Swingline Commitment at any time; provided that (i) the sum of
(A) the aggregate principal amount of outstanding Revolving Advances plus (B) the
aggregate principal amount of outstanding Swingline Advances plus (C) the Letter of
Credit Exposure shall never exceed the aggregate Revolving Commitments at such time
and (ii) the aggregate outstanding Revolving Advances plus the aggregate outstanding
Swingline Advances made to the Mexican Borrower plus the aggregate Letter of Credit
Exposure with respect to Letters of Credit issued for the account of the Mexican
Borrower may not exceed $50,000,000.00; and provided further that no
Swingline Advance shall be made by the Swingline Bank if the statements set forth in
Section 3.02 are not true on the date of such Swingline Advance, it being agreed by
the Borrowers that the giving of the applicable Notice of Borrowing and the
acceptance by any Borrower of the proceeds of such Swingline Advance shall
constitute a representation and warranty by the Borrowers that on the date of such
Swingline Advance such statements are true. Subject to the other provisions hereof,
the Borrowers may from time to time borrow, prepay (in whole or in part) and
reborrow Swingline Advances. Immediately upon the making of a
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Swingline Advance, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Swingline Bank a risk participation in
such Swingline Advance in an amount equal to the product of such Lenders Pro Rata
share times the amount of such Swingline Advance.
 2.07 Amendment to Section 2.01(e) Section 2.01(e) $150,000,000 $250,000,000 and ;
 (vi) the Collateral Coverage Ratio shall be no less than 1.50 to 1.00
immediately after giving effect to such increase;
 (vii) the Administrative Agent shall have received an updated Appraisal Report
dated within two years prior to the date of such increase; and
 (viii) unless the documentation delivered in connection with the effectiveness
of the Third Amendment otherwise authorizes Obligations hereunder in an aggregate
principal amount up to $250,000,000, a certificate of a Responsible Officer of each
Borrower certifying that such Borrower has been duly authorized by resolution of
such Borrowers Board of Directors or other governing body to incur any and all
Obligations hereunder up to an aggregate principal amount of $250,000,000.
 2.08 Amendment to Section 2.07(c)(i) Section 2.07(c)(i)
 (i) or if the Revolving Advances and the Swingline Advances have been repaid in
full (including after giving effect to this Section 2. 07(c)(i) ), make deposits into
the Cash Collateral Account to provide cash collateral for the Letter of Credit
Exposure, on any date on which the outstanding principal amount of the Revolving
Advances plus the Letter of Credit Exposure plus the outstanding principal amount of
the Swingline Advances exceeds the aggregate Revolving Commitments, in the amount of
such excess;
 2.09 Amendment to Section 2.07(c)(iv) Section 2.07(c)(iv)
 (iv) if and only if Liquidity is equal to or less than $50,000,000, by an
amount equal to (A) provided that no Event of Default has occurred and is
continuing, (1) 100% of the Net Cash Proceeds in excess of $25,000,000.00 that the
Parent or any of its Subsidiaries receives from the sale, lease, transfer or other
disposition of any Property to third parties to the extent such Net Cash Proceeds
are not reinvested or committed to be reinvested through executed construction
contracts by the Parent or such Subsidiary in (x) replacement assets of comparable
value and utility or (y) improvements to existing assets of the Parent or such
Subsidiary within 180 days after receipt of such proceeds, on the
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185th day after receipt of such Net Cash Proceeds and (2) 100% of the Net Cash
Proceeds in excess of $25,000,000.00 that the Parent or any of its Subsidiaries
receives from Insurance Policies or condemnation awards in connection with a
Casualty Event to the extent such insurance proceeds or condemnation proceeds are
not reinvested in replacement assets of comparable value and utility within 180 days
after receipt of such proceeds, on the 185th day after receipt of such Net Cash
Proceeds or (B) if an Event of Default has occurred and is continuing, then 100% of
the Net Cash Proceeds that the Parent or any of its Subsidiaries receives from the
sale of any asset or any Insurance Policy or condemnation award in connection with a
Casualty Event; and
 2.10 Amendment to Section 2.15(a)(i) Section 2.15(a)(i)
 (i) if such issuance, increase, or extension would cause the Letter of Credit
Exposure to exceed (A) the aggregate Revolving Commitments minus (B) the sum of the
aggregate outstanding principal amount of all Revolving Advances and the aggregate
outstanding principal amount of the Swingline Advances;
 2.11 Amendment to Section 5.05(o) Section 5.05(o)
 (o) Insurance . As soon as available, but in any event within 45 days
following renewal of its insurance policies, the Parent will deliver a report
prepared by the Parents independent insurance broker which report (1) lists all
insurance policies and programs then in effect as required pursuant to Section
4.14 and Section 5.02 , (2) specifies for each such policy and program,
(A) the amount thereof, (B) the risks insured against thereby, (C) the name of the
insurer and each insured party thereunder and (D) the policy or other identification
number thereof, and (3) certifies that all such policies and programs are (A) in
full force and effect, (B) are placed with such insurance companies, underwriters or
associations, in such amounts, against such risks, and in such form, as are
customarily issued against by Persons of similar size and established reputation
engaged in the same or similar businesses and similarly situated and as are
necessary or advisable for the protection of the Administrative Agent as mortgagee,
and (C) conform with the requirements of this Agreement and the Security Documents;
 2.12 Amendment to Section 5.05(p) Section 5.05(p) Financial Projections 60 days 90 days
 2.13 Amendment to Section 5.05(q) Section 5.05(q) Collateral Reporting
 (q) [Intentionally omitted];
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2.14 Amendment to Section 5.11(a) Section 5.11(a) one or more US Vessel Mortgages (if such new Subsidiary owns
one or more Material Vessels),
 2.15 Amendment to Section 5.11(b) Section 5.11(b) one or more Foreign Vessel Mortgages (if such new Subsidiary
owns one or more Material Vessels),
 2.16 Amendment to Section 5.12 Section 5.12 New
Vessels
 Section 5.12 [Intentionally omitted].
 2.17 Amendment to Section 5.14 Section 5.14
 Section 5.14 Appraisal Reports .
 (a) On the second anniversary of the Closing Date, and on each subsequent
two-year anniversary of the Closing Date thereafter, the Parent shall deliver to
Administrative Agent and the Lenders an independently prepared full appraisal with
respect to the Mortgaged Vessels, in form, scope and methodology acceptable to
Administrative Agent, addressed to Administrative Agent and upon which
Administrative Agent and Lenders are expressly permitted to rely and setting forth,
among other things the Orderly Liquidation Value of each Mortgaged Vessel as of the
date appraised (each an Appraisal Report). Prior to the occurrence and during the
continuance of an Event of Default, the cost of only one (1) Appraisal Report per
two year period shall be at Borrowers expense.
 (b) [Intentionally omitted].
 (c) At any time the Administrative Agent, at the request of the Majority
Lenders, may request that Borrowers deliver a desktop appraisal with respect to the
Mortgaged Vessels, in form, scope and methodology acceptable to Administrative
Agent, addressed to Administrative Agent and upon which Administrative Agent and
Lenders are expressly permitted to rely and setting forth, among other things the
Orderly Liquidation Value of each of the Mortgaged Vessels as of the date appraised.
Upon receipt of such request, the Parent shall deliver such desktop appraisal to the
Administrative Agent and the Lenders within 60 days after receipt of such request.
Unless an Event of Default is in existence at the time of such request, the Lenders
shall pay the costs of any such desktop appraisal requested by the Administrative
Agent.
 (d) [Intentionally omitted].
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(e) Each Appraisal Report delivered under this Section 5.14 shall be in form,
scope and substance satisfactory to the Administrative Agent in its reasonable
discretion.
 2.18 Amendment to Section 6.02 Section 6.02
 Section 6.02 Debts, Guaranties and Other Obligations . The Parent will
not, and will not permit any of its Subsidiaries to, create, assume, suffer to exist
or in any manner become or be liable, in respect of any Debt except:
 (a) Debt of the Parent and its Subsidiaries under the Credit Documents;
 (b) intercompany Debt incurred in the ordinary course of business owed (i) by
any Wholly Owned Subsidiary of the Parent to the Parent or to any other Wholly Owned
Subsidiary of the Parent, (ii) by the Parent to any of its Wholly Owned
Subsidiaries, and (iii) by any Foreign Subsidiary to another Foreign Subsidiary; provided that, (A) all such intercompany Debt shall be subordinated to the
Obligations in accordance with the terms set forth in the Guaranties, (B) the
aggregate amount of intercompany Debt incurred by and capital contributions or
investments made pursuant to Section 6.04(a) to Subsidiaries that are not
Loan Parties to any other Loan Party may not exceed $50,000,000, and (C) before and
after giving effect to the incurrence of such intercompany Debt, no Default or Event
of Default shall have occurred or be continuing;
 (c) Debt secured by the Liens permitted under paragraphs (c), (g) and (i) of Section 6.01 ;
 (d) any MARAD Financing used to finance the acquisition, construction, or
improvement of the Parents or any of its Subsidiaries vessels (including any
rearrangements, extensions, or refinancing thereof); provided, that the Parent and
its Subsidiaries may not enter into additional MARAD Financing described in this
clause (d) (other than rearrangements, extensions, or refinancings thereof) if a
Default is continuing or entering into the additional indebtedness would reasonably
be expected to cause a Default;
 (e) Debt listed on Schedule 6.02 and all extensions, amendments,
refinancings, and renewals thereof so long as none of the principal amount of such
Debt is increased;
 (f) reimbursement obligations of the Parent and its Subsidiaries in respect of
any surety bonds or letters of credit otherwise permitted under this Agreement
issued to secure payment of any insurance premiums, regulatory obligations, or trust
fund obligations for the Parent or any of its Subsidiaries;
 (g) Unfunded Liabilities not giving rise to an Event of Default;
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(h) Capitalized Leases with an aggregate principal amount outstanding at any
time not to exceed $250,000,000.00; provided that (i) before and after
giving effect to the incurrence of such Debt, no Default or Event of Default shall
have occurred or be continuing, (ii) the Leverage Ratio (calculated on a pro-forma
basis as of the date of the issuance of such Debt after giving effect to the
issuance of such Debt) shall not be greater than 2.40 to 1.00 and (iii) the Fixed
Charge Coverage Ratio (calculated on a pro-forma basis as of the date of the
issuance of such Debt after giving effect to the issuance of such Debt) shall not be
less than 1.50 to 1.00;
 (i) Permitted Bond Obligations;
 (j) unsecured obligations other than Permitted Bond Obligations in respect of
letters of credit, bonds and guaranties issued for the account of the Parent or any
of its Subsidiaries to secure the Parents or any of its Subsidiaries performance
obligations in the ordinary course of business with an aggregate face amount
outstanding at time not to exceed $150,000,000.00 or its Equivalent Amount in
another currency; provided that, before and after giving effect to the
incurrence of such Debt, no Default or Event of Default shall have occurred or be
continuing;
 (k) nonspeculative Financial Contract Obligations entered into in the ordinary
course of business;
 (l) [Intentionally omitted];
 (m) Debt represented by the Convertible Unsecured Debentures pursuant to the
Indenture issued under the initial issuance thereof; provided that (i)
before and after giving effect to the issuance of such Debt, no Default or Event of
Default shall have occurred or be continuing and (ii) such Debt shall have (A)
affirmative and negative covenants that are no more restrictive than those set forth
in this Agreement, (B) no restriction on the ability of the Borrower or any of its
Subsidiaries to amend, modify or otherwise supplement this Agreement or the other
Credit Documents, (C) no collateral or other security for such Debt, (D) no
restrictions on the ability of any Loan Party to guarantee the Obligations or pledge
assets as collateral security for the Obligations, and (E) a scheduled maturity date
that is no earlier than January 1, 2012;
 (n) Debt represented by the Convertible Unsecured Debentures pursuant to the
Indenture issued under the over-allotment option exercised by the initial purchasers
thereof; provided that (i) the aggregate principal amount of such Debt
outstanding at any time shall not exceed $50,000,000.00, (ii) before and after
giving effect to the incurrence of such Debt, no Default or Event of Default shall
have occurred or be continuing, (iii) the Leverage Ratio (calculated on a pro-forma
basis as of the date of the issuance of such Debt after giving effect to the
issuance of such Debt) shall not be greater than 2.40 to 1.00 and (iv) the Fixed
Charge Coverage Ratio (calculated on a pro-forma basis as of the date of
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the issuance of such Debt after giving effect to the issuance of such Debt)
shall not be less than 1.50 to 1.00 and (v) such Debt shall have (A) affirmative and
negative covenants that are no more restrictive than those set forth in this
Agreement, (B) no restriction on the ability of the Borrower or any of its
Subsidiaries to amend, modify or otherwise supplement this Agreement or the other
Credit Documents, (C) no collateral or other security for such Debt, (D) no
restrictions on the ability of any Loan Party to guarantee the Obligations or pledge
assets as collateral security for the Obligations, and (E) a scheduled maturity date
that is no earlier than April 1, 2013; and
 (o) other unsecured Debt not otherwise permitted under this Section
6.02 in an aggregate principal amount outstanding at any time not to exceed
$100,000,000.00; provided that, (i) before and after giving effect to the
incurrence of such Debt, no Default or Event of Default shall have occurred or be
continuing, (ii) the Leverage Ratio (calculated on a pro-forma basis as of the date
of the issuance of such Debt after giving effect to the issuance of such Debt) shall
not be greater than 2.40 to 1.00, (iii) the Fixed Charge Coverage Ratio (calculated
on a pro-forma basis as of the date of the issuance of such Debt after giving effect
to the issuance of such Debt) shall not be less than 1.50 to 1.00, and (iv) such
Debt shall have a scheduled maturity date that is no earlier than April 1, 2013.
 Notwithstanding anything in this Agreement to the contrary, the aggregate principal
amount of Debt permitted under Section 6.02(h) , Section 6.02(n) , and Section 6.02(o) shall not exceed $250,000,000 at any time.
 2.19 Amendment to Section 6.03(b)(iii) Section 6.03(b)(iii)
 (iii) the Parent and its Subsidiaries may sell, lease, transfer or otherwise
dispose of any Property to third parties; provided that, all such asset
sales to third parties permitted by this Section 6.03 during the fiscal year
in which such asset sale occurs, shall not exceed in the aggregate 5% of
Consolidated Tangible Net Worth as set forth in the Parents most recent Form 10-K ;
 2.20 Amendment to Section 6.03(b)(iv) Section 6.03(b)(iv)
 (iv) the Parent and its Subsidiaries may sell, discount, pledge or factor
foreign accounts receivable, at face value or at a discount not to exceed 3%,
without recourse or representation or warranty other than customary representations
and warranties and recourse that would not prevent true sale treatment of such sale,
discount or factor under GAAP; provided that no Event of Default has occurred and is
continuing and that the Parent is in compliance with Sections 6.13 through 6.15 both before and after giving effect to such transaction;
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2.21 Amendment to Section 6.04 Section 6.04
 Section 6.04 Investments . Neither the Parent nor any of its
Subsidiaries will make or permit to exist any loans, advances or capital
contributions to, or make any investment in, or purchase or commit to purchase any
stock or other securities or evidences of indebtedness of or interests in any
Person, except for:
 (a) capital contributions or investments made on or before the date hereof in
any Domestic Subsidiary and in any Foreign Subsidiary in existence on the Closing
Date, and additional capital contributions or investments in any Domestic Subsidiary
or Foreign Subsidiary in existence on the Closing Date, provided that on the date of
such investment and after giving effect thereto, such capital contributions or
investments would be permitted under Section 6.02(b) ;
 (b) Liquid Investments provided, that such Liquid Investments are subject to
lien in favor of Administrative Agent;
 (c) intercompany loans from the Parent to or from any of its Subsidiaries and
intercompany loans between Subsidiaries, provided that on the date of such
investment and after giving effect thereto, such Debt would be permitted under Section 6.02(b) ;
 (d) Acquisitions permitted under Section 6.18 ; and
 (e) investments in capital stock of publicly traded and non-publicly traded
companies and loans or advances to third parties made in the ordinary course of
business in an aggregate amount not to exceed 15% of Consolidated Tangible Net Worth
at any time; provided that, the portion of such investments which constitute
loans or advances to third parties made in the ordinary course of business or cash
Investments in joint ventures shall not exceed an aggregate amount equal to 10% of
Consolidated Tangible Net Worth at any time.
 2.22 Amendment to Section 6.07 Section 6.07
 Section 6.07 Restricted Payments . Neither the Parent nor any of its
Subsidiaries shall make any Restricted Payments other than (i) Restricted Payments
by Subsidiaries of the Parent to the Parent or another Subsidiary of the Parent and
by the Parent to any of its Subsidiaries provided that on the date of such
Restricted Payment and after giving effect thereto, no Default or Event of Default
has occurred and is continuing, in each case at the time of such Restricted Payment
and (ii) purchases by the Parent of its common stock.
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2.23 Amendment to Section 6.12(i) Section 6.12(i)
 (i) change the flag of any Mortgaged Vessel without the prior written consent
of the Administrative Agent to any jurisdiction other than the United States,
Vanuatu, and Panama, such consent not to be unreasonably denied or delayed, provided that such Loan Party shall ratify and grant Liens on such
Collateral and counsel for the Administrative Agent shall have confirmed that the
Administrative Agent has an Acceptable Security Interest on such Collateral pursuant
to the Security Documents.
 2.24 Amendment to Section 6.13 Section 6.13
 Section 6.13 Leverage Ratio . The Parent shall not permit its Leverage
Ratio at the end of any fiscal quarter to be greater than 3.00 to 1.00.
 2.25 Amendment to Section 6.14 Section 6.14
 Section 6.14 Minimum Net Worth . The Parent shall not permit
Consolidated Net Worth as of the last day of any fiscal quarter to be less than (a)
75% of Consolidated Net Worth as of September 30, 2007 plus (b) 50% of its
Consolidated Net Income for each fiscal quarter beginning with the fiscal quarter
ending on December 31, 2007, during which Consolidated Net Income is positive, but
without reductions for any fiscal quarters during which Consolidated Net Income is
negative plus (c) 75% of the Net Cash Proceeds from any Equity Issuance
thereafter plus (d) 75% of the amount of any conversion of the Convertible
Unsecured Debentures from debt to equity.
 2.26 Amendment to Section 6.15 Section 6.15
 Section 6.15 Minimum Fixed Charge Coverage Ratio . The Parent shall not
permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter to be less
than 1.25 to 1.00.
 2.27 Amendment to Section 6.18 Section 6.18
 Section 6.18 Acquisitions . For Acquisitions, the consent of the
Lenders shall not be required so long as (i) the acquisition target is in the same
or similar line of business as the Parent or any other Loan Party; (ii) the Parent
or any other Loan Party is the surviving entity holding one hundred percent (100%)
of the ownership interests in the Acquisition target; (iii) no Default or Event of
Default shall exist before or after any Acquisition; (iv) the terms of Section
5.11 are satisfied; (v) the board of directors of the Acquisition target
approves the Acquisition; (vi) after giving effect to any such Acquisition on a pro
forma basis,
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the Leverage Ratio shall not be greater than 2.40 to 1.00; and (vii) after
giving effect to any such Acquisition on a pro forma basis, the Fixed Charge
Coverage Ratio shall not be less than 1.50 to 1.00.
 2.28 Amendment to Section 6.19 Section 6.19 Collateral Coverage Test
 Section 6.19 [Intentionally omitted].
 2.29 Amendment to Section 7.01(f) Section 7.01(f) $5,000,000.00 $15,000,000.00
 2.30 Amendment to Section 11.01 Section 11.01
 Section 11.01 Amendments, Etc. No amendment or waiver of any provision
of this Agreement, the Notes, or any other Credit Document, nor consent to any
departure by the Borrowers therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Majority Lenders and the Borrowers, and
then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided , however, that no amendment,
waiver or consent shall, unless in writing and signed by each Lender directly
affected thereby and each Borrower, do any of the following: (x) reduce the
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder or under any other Credit Document (including, without limitation,
unreimbursed Letter of Credit Obligations) or (y) postpone any date fixed for any
scheduled payment or prepayment of principal of, or interest on, the Notes or any
fees or other amounts payable hereunder (including, without limitation, unreimbursed
Letter of Credit Obligations); and provided, further , that that no
amendment, waiver or consent shall, unless in writing and signed by all the Lenders
and the Borrowers, do any of the following: (a) except as provided in Section
2. 01(e) , increase or extend the Commitments of the Lenders, (b) change the number of
Lenders which shall be required for the Lenders or any of them to take any action
hereunder or under any other Credit Document, (c) amend, modify or waive Sections
2. 07(e) , 2.12, 7.06, 11.01, or any other provision providing for the pro rata nature
of disbursements by or payments to the Lenders, (d) amend the definition of
Majority Lenders or Pro Rata Share; and provided, further , that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent or the Issuing Bank, as applicable, in addition to the Lenders
required above to take such action, affect the rights or duties of the
Administrative Agent or the Issuing Bank, as applicable, under this Agreement or any
other Credit Document and (ii) no waiver of any of the conditions specified in
Article III shall be effective against any Lender not executing such waiver. The
foregoing notwithstanding, any amendment, modification, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or
any other Credit Document that
 14




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##### 



relates only to the relationship of the Lenders among themselves, and that does
not affect the rights or obligations of Borrowers or Guarantors, shall not require
consent by or the agreement of Borrowers or Guarantors.
 2.31 Amendment to Schedule 1.01(d) Schedule 1.01(d) Schedule
1.01(d)
 2.32 Amendment to Schedule 4.17 Schedule 4.17 Schedule 4.17
 ARTICLE III  INCREASE OF COMMITMENTS
 Schedule 1.01(d) Section
2.03(a) Section 2.08
 ARTICLE IV  CONSENT
 Schedule 4.17
 15




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##### 



ARTICLE V  CONDITIONS PRECEDENT
 5.01 Conditions to Effectiveness
 Documentation
        16




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##### 



Payment of Fees
 17




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##### 



Section 11.04
 Security Documents
 No Default
 Representations and Warranties
 No Material Adverse Change
 No Proceeding or Litigation; No Injunctive Relief
 Consents, Licenses, Approvals, etc.
 18




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##### 



Business Plan
 Additional Information
 Collateral Coverage Ratio
 ARTICLE VI  NO WAIVER
 6.01 No Waiver
 ARTICLE VII  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
 7.01 Ratifications
 7.02 Representations and Warranties
 19




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##### 



ARTICLE VIII  MISCELLANEOUS PROVISIONS
 8.01 Survival of Representations and Warranties
 8.02 Reference to Credit Agreement
 8.03 Expenses of the Administrative Agent
 8.04 Severability
 8.05 Successors and Assigns
 20




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##### 



8.06 Counterparts
 8.07 Effect of Waiver
 8.08 Headings
 8.09 Applicable Law
  21




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##### 



PARENT:
GLOBAL INDUSTRIES, LTD.By:
    /s/ PETER S. ATKINSONName:
    Peter S. AtkinsonTitle:
    President and Chief Financial OfficerMEXICAN BORROWER:
GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.VBy:
    /s/ RUSSELL ROBICHEAUXName:
    Russell RobicheauxTitle:
    Attorney-in-fact/ A poderadoCAYMAN BORROWER:
GLOBAL INDUSTRIES INTERNATIONAL, L.P.
By: Global Industries International, L.L.C., its general partnerBy:
    /s/ PETER S. ATKINSONName:
    Peter S. AtkinsonTitle:
    President




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##### 



CALYON NEW YORK BRANCH,
as Administrative Agent, Issuing Bank and as a LenderBy:
    /s/ DENNIS PETITOName:
    Dennis PetitoTitle:
    Managing DirectorBy:
    /s/ MICHAEL WILLISName:
    Michael WillisTitle:
    Director




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##### 



LENDERS:
WHITNEY NATIONAL BANKBy:
    /s/ KEVIN P. RAFFERTYName:
    Kevin P. RaffertyTitle:
    Senior Vice President




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##### 



NATIXIS (formerly known as Natexis Banques Populaires)By:
    /s/ RENAUD DHERBESName:
    Renaud dHerbesTitle:
    Senior Managing DirectorBy:
    /s/ LOUIS P. LAVILLE, IIIName:
    Louis P. Laville, IIITitle:
    Managing Director




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##### 



FORTIS CAPITAL CORP.By:
    /s/ ALISON BARBERName:
    Alison BarberTitle:
    Vice PresidentBy:
    /s/ C. TOBIAS BACKERName:
    C. Tobias BackerTitle:
    Director




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##### 



US Guarantor US
Guarantors
 GLOBAL INDUSTRIES, LTD.By:
    /s/ PETER S. ATKINSONName:
    Peter S. AtkinsonTitle:
    President and Chief Financial OfficerGIL HOLDINGS, L.L.C.
GLBL HOLDINGS, L.L.C.
GLOBAL DIVERS AND CONTRACTORS, L.L.C.
GLOBAL INDUSTRIES INTERNATIONAL, L.L.C.
GLOBAL INDUSTRIES OFFSHORE, L.L.C.
GLOBAL PIPELINES PLUS, L.L.C.
GLOBAL MOVIBLE OFFSHORE, L.L.C.
NORMAN OFFSHORE PIPELINES, L.L.C.
PIPELINES, L.L.C.
SUBTEC MIDDLE EAST LIMITEDBy:
    /s/ RUSSELL ROBICHEAUXName:
    Russell RobicheauxTitle:
    Director




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##### 



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




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##### 



GLOBAL INDUSTRIES OFFSHORE NETHERLANDS, BVBy:
    /s/ RUSSELL ROBICHEAUXName:
    Russell RobicheauxTitle:
    DirectorBy:
    /s/ PETER S. ATKINSONName:
    Peter S. AtkinsonTitle:
    DirectorGIL MAURITIUS HOLDINGS, LTD.By:
    /s/ RUSSELL ROBICHEAUXName:
    Russell RobicheauxTitle:
    DirectorGLOBAL 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 ROBICHEAUXName:
    Russell RobicheauxTitle:
    Attorney-in-fact/Apoderado




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##### 



REVOLVING COMMITMENTS
 Calyon New York Branch
    
    $
    40,000,000.00Natexis Banques Populaires
    
    $
    40,000,000.00Whitney National Bank
    
    $
    40,000,000.00Fortis Capital Corp.
    
    $
    30,000,000.00TOTAL
    
    $
    150,000,000.00
 Schedule 1.01(d)  Page 1




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##### 



MORTGAGED VESSELS AND MORTGAGED REAL ESTATE
 Morgtaged Vessels:Owner:
    
    Global Piplelines Plus, L.L.C.Vessel Name:
    
    Official Number
    
    FlagCherokee
    
    
    D520180
    
    
    USAChickasaw
    
    
    D525459
    
    
    USAOwner:
    
    Global International Vessels, LTD.Vessel Name:
    
    Official Number:
    
    FlagDLB 264
    
    
    1104
    
    
    VanuatuDLB 332
    
    
    1042
    
    
    VanuatuGlobal Shawnee
    
    
    1058
    
    
    VanuatuOwner:
    
    Global Offshore International, LTD.Vessel Name:
    
    Official Number:
    
    FlagGlobal Cheyenne
    
    
    935
    
    
    VanuatuGlobal Seminole
    
    
    1078
    
    
    VanuatuGlobal Comanche
    
    
    1070
    
    
    VanuatuGlobal Iroquois
    
    
    893
    
    
    VanuatuOwner:
    
    Global Industries, LTD.Vessel Name:
    
    Official Number:
    
    FlagGlobal Pioneer
    
    
    D1040503
    
    
    USA
  Schedule 4.17  Page 1