exv10w41






Exhibit 10.41




AMENDMENT NO. 7 AND WAIVER TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDMENT NO. 7 AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made and entered into effective as of February 24, 2011 (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 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



     1.01 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 (Restated Definitions). Section 1.01 of the
Credit Agreement is hereby amended by restating the following definitions in their entirety with
the following:




     “Applicable Margin” means, (a) at any time during any Cash Collateral Period,
with respect to (i) each Advance and each Letter of Credit 1.00% per annum and (ii)
with respect to any Revolving Commitment Fee, 0.375% per annum and (b) at any time
thereafter 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 I	 	 	LEVEL II	 	 	LEVEL III	 
	Eurodollar
Advances and Letter of Credit Fee
	 	 	2.000	%	 	 	2.750	%	 	 	3.500	%
	Base Rate Advances
	 	 	1.500	%	 	 	2.250	%	 	 	3.000	%
	Revolving Commitment Fee
	 	 	0.500	%	 	 	0.750	%	 	 	1.000	%







     “Adjusted Consolidated EBITDA” means, for any Person and its Subsidiaries
calculated on a consolidated basis for any period, Consolidated EBITDA.




     “Collateral Shortfall Amount” means, (a) 102% of the Letter of Credit Exposure
less (b) the amount on deposit in the Cash Collateral Account at such time which is
free and clear of all rights and claims of third parties.




     “Consolidated Debt” means all Debt of the Parent and its Subsidiaries
calculated on a consolidated basis at any time; provided, however that for purposes
of determining compliance with any covenant (including the computation of any
financial covenant) contained herein, Debt of the Borrower and its Subsidiaries
shall be deemed to be carried at 100% of the outstanding principal amount thereof,
and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall
be disregarded.




     “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)
Consolidated Interest Expense, (ii) foreign, federal, state, and local taxes on Net
Income net of credits, (iii) depreciation expense, (iv) amortization expense, and
(v) fees and expenses incurred in connection with this Agreement and the incurrence
of other Debt permitted under Section 6.02 plus




     (c) to the extent deducted in determining Consolidated Net Income,
extraordinary non-operating, non-cash charges and losses related to the impairment
of assets and other gains or losses in connection with the sale or



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disposal of assets, each net of related income taxes, all determined in accordance with GAAP minus




     (d) any cash payments or non-cash items of income made during such period in
respect of items described in clause (c) above subsequent to the fiscal quarter in
which the relevant non-cash charges or losses were reflected as a charge in
determining consolidated net income.




     “Consolidated Interest Expense” means, for any Person and its Subsidiaries
calculated on a consolidated basis for any period, without duplication, the sum of
(a) interest expense, including the interest component of Capitalized Leases and the
net amount payable under any Rate Hedging Agreement, (b) the interest component of
Synthetic Leases, (c) commitment, facility, usage and similar fees payable in
connection with any Debt, and (d) letter of credit fees for Financial Letters of
Credit, in each case, including all pay-in-kind interest expense or other noncash
interest expense, all determined in accordance with GAAP.




     “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 Unencumbered Liquidity 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.




     “Obligations” means (a) all unpaid principal of the Advances, unpaid interest
on the Advances (including any interest that, but for the provisions of the
Bankruptcy Code, would have accrued), all Reimbursement Obligations, all accrued and
unpaid fees and all expenses, reimbursements, indemnities and other obligations and
amounts payable by the Borrowers and the Guarantors to the Administrative Agent or
the Lenders under the Credit Documents, (b) all Financial Contract Obligations of
the Parent or any of its Subsidiaries owing to any Lender or any Affiliate of a
Lender and (c) all obligations of the Parent or any of its Subsidiaries owing to any
Lender or any Affiliate of Lender with respect to automated clearing house
processing.



     2.02 Amendment to Section 1.01 (New Definitions). Section 1.01 of the Credit
Agreement is hereby amended by adding the following new definitions in their appropriate
alphabetical order:




     “Cash Collateral Deposit Date” means any date on which the Parent has delivered
financial statements pursuant to Section 5.05 and a Compliance Certificate
in accordance with such Section (or if a Compliance Certificate is not delivered
when due, then the first Business Day after the date on which such Compliance Certificate was required to have been delivered) evidencing
non-compliance with Sections 6.13, 6.14 or 6.15 for the
fiscal quarter most recently ended.



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     “Cash Collateral Period” means any period commencing on a Cash Collateral
Deposit Date and ending on the immediately following Cash Collateral Release Date.




     “Cash Collateral Release Date” means, with respect to any Cash Collateral
Period, the first day the Parent has provided financial statements pursuant to
Section 5.05 and a Compliance Certificate evidencing compliance with
Sections 6.13, 6.14 and 6.15 as of the last day of the most
recently ended fiscal quarter.




     “FASB ASC” means the Accounting Standards Codification of the Financial
Accounting Standards Board.



     2.03 Amendment to Section 1.01 (Deleted Definitions). Section 1.01 of the
Credit Agreement is hereby amended by deleting the following definitions in their entirety:
“Fourth Amendment Effective Date”, “Cash Collateral Termination Date”, “Modification Period” and
“Modification Period Termination Date”.



     2.04 Amendment to Section 2.01(f). Section 2.01(f) of the Credit Agreement is
hereby restated in its entirety as follows:




     (f) Limitation on Advances. Notwithstanding anything to the contrary
herein, no Borrower shall have the right to request Revolving Advances or Swingline
Advances under Section 2.01(a) or (d) unless the Parent has provided
financial statements pursuant to Section 5.05 and a Compliance Certificate
evidencing that the Borrower has maintained Adjusted Consolidated EBITDA greater
than $0 for each of the two most recently ended fiscal quarters; provided,
that the Borrowers may Convert and Continue Advances pursuant to Section
2.02(b). The Revolving Commitment Fee shall continue to accrue notwithstanding
this clause (f).



     2.05 Amendment to Section 2.15(e). The first sentence of Section 2.15(e) of
the Credit Agreement is hereby restated in its entirety as follows:




     During any Cash Collateral Period, the Parent shall pay to the Administrative
Agent in Dollars an amount equal to 102% of the Letter of Credit Exposure to be held
in the Cash Collateral Account and applied in accordance with paragraph (g) below.



     2.06 Amendment to Section 2.15(g)(ii). Section 2.15(g)(ii) of the Credit
Agreement is hereby restated in its entirety as follows:




     (ii) Funds held in the Cash Collateral Account shall be held as cash collateral
for the obligations with respect to Letters of Credit and shall be promptly applied
by the Administrative Agent at the request of an Issuing Bank to any reimbursement
or other obligations under the Letters of Credit that exist or occur. During any Cash Collateral Period, to the extent that any surplus funds
are held in the Cash Collateral Account above the sum of 102% of the Letter of
Credit Exposure and an Event of Default has occurred and is continuing, the
Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account
as cash collateral for the Obligations or (B) apply such surplus funds to




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the Obligations in accordance with Section 7.06. If no Default exists,
the Administrative Agent shall release to the Parent at the Parent’s written request
any funds held in the Cash Collateral Account above 102% of the then current Letter
of Credit Exposure. At the end of a Cash Collateral Period, if no Default exists,
the Administrative Agent shall release to the Parent any funds held in the Cash
Collateral Account not required to be held in the Cash Collateral Account after the
applicable Cash Collateral Release Date pursuant to this Agreement.




2.07 Amendment to Section 2.15(g)(iii). The following is added to the end of Section
2.15(g)(iii):



     Any interest earned on funds deposited in the Cash Collateral Account shall be
for the benefit of Borrower and, so long as no Default exists, will be paid to
Borrower on the later of (A) the end of each calendar month during which interest
has accrued or (B) the end of the term of the Liquid Investment which earned such
interest.



2.08 Amendment to Section 2.15(h). Section 2.15(h) of the Credit Agreement is
hereby restated in its entirety as follows:




     (h) Determination of Dollar Amounts. The Administrative Agent will
determine the Dollar Amount of the face amount of or any drawing under each Letter
of Credit denominated in a currency other than Dollars on and as of the last
Business Day of each quarter and on any other Business Day elected by the
Administrative Agent in its discretion or upon instruction by the Majority Lenders.
Each day upon or as of which the Administrative Agent determines Dollar Amounts as
described in the preceding sentence is herein described as a “Computation Date” with
respect to each Letter of Credit for which a Dollar Amount is determined on or as of
such day. If at any time during a Cash Collateral Period, a Collateral Shortfall
Amount exists (calculated, with respect to those Letters of Credit denominated in
Agreed Currencies other than Dollars, as of the most recent Computation Date), the
Parent shall immediately make deposits to the Cash Collateral Account to the extent
of the Collateral Shortfall Amount. If at any time during any period that is not a
Cash Collateral Period, the Dollar Amount of the sum of the aggregate principal
amount of all outstanding Letter of Credit Obligations (calculated, with respect to
those Letter of Credit Obligations denominated in Agreed Currencies other than
Dollars, as of the most recent Computation Date) exceeds the Revolving Commitments
minus the sum of (i) the aggregate outstanding principal amount of the Revolving
Advances plus (ii) the aggregate outstanding principal amount of the Swingline
Advances, the Parent shall immediately make deposits to the Cash Collateral Account
to the extent of the Collateral Shortfall Amount.



2.09 Amendment to Section 3.02(c). Section 3.02(c) of the Credit Agreement is
hereby restated in its entirety as follows:



     (c) if such Borrowing Date, date of Continuation or Conversion, or issuance,
extension or increase date of such Letter of Credit occurs during any Cash
Collateral Period, the amount of cash collateral held in the Cash Collateral Account
is not less than 102% of the Letter of Credit Exposure, after giving effect



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to the making of such Borrowing or the issuance, extension or increase of such
Letter of Credit.




     2.10 Amendment to Section 5.05(f). Section 5.05(f) of the Credit Agreement is
hereby amended by replacing (i) “prior to the Cash Collateral Termination Date” with “during any
Cash Collateral Period” and (ii) “after the Cash Collateral Termination Date” with “during any
period which is not a Cash Collateral Period”.



     2.11 Amendment to Section 6.03. Section 6.03 of the Credit Agreement is
hereby amended by deleting the “and” at the end of subsection (v) thereof, replacing the period at
the end of subsection (vi) thereof with “; and” and by adding the following new subsection (vii):




     (vii) any Subsidiary of the Parent may be liquidated or dissolved if the Parent
determines in good faith that such liquidation or dissolution is in the best
interests of the Parent and is not materially disadvantageous to the Lenders.



     2.12 Amendment to Section 6.07. Section 6.07 of the Credit Agreement is
hereby amended by replacing “the period from the Fourth Amendment Effective Date through the Cash
Collateral Termination Date” with “any Cash Collateral Period”.



     2.13 Amendment to Section 6.13. Section 6.13 of the Credit Agreement is
hereby restated in its entirety as follows:




     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, unless the
Parent shall have deposited with the Administrative Agent in Dollars an amount equal
to 102% of the Letter of Credit Exposure to be held in the Cash Collateral Account
and applied in accordance with Section 2.15(g).



     2.14 Amendment to Section 6.14. Section 6.14 of the Credit Agreement is
hereby restated in its entirety as follows:





     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, unless the Parent shall have deposited with the Administrative
Agent in Dollars an amount equal to 102% of the Letter of Credit Exposure to be held
in the Cash Collateral Account and applied in accordance with Section
2.15(g).



     2.15 Amendment to Section 6.15. Section 6.15 of the Credit Agreement is
hereby restated in its entirety as follows:




     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



6









 







less than 1.25 to 1.00, unless the Parent shall have deposited with the
Administrative Agent in Dollars an amount equal to 102% of the Letter of Credit
Exposure to be held in the Cash Collateral Account and applied in accordance with
Section 2.15(g).



     2.16 Amendment to Section 6.16. Section 6.16 of the Credit Agreement is
hereby restated in its entirety as follows:




     Section 6.16 Intentionally Omitted.



ARTICLE III

WAIVER




     The Administrative Agent and the Lenders hereby agree, subject to the terms and conditions of
this Amendment, to waive compliance with Section 6.13 (Leverage Ratio) and Section
6.15 (Minimum Fixed Charge Coverage Ratio) for the fiscal quarter ending December 31, 2010 (the
“Financial Covenant Compliance”). The waiver by the Administrative Agent and the Lenders
described in this Article III is contingent upon the satisfaction of the conditions
precedent set forth below in this Amendment and is limited to the Financial Covenant Compliance.
Such waiver is limited to the extent described herein and shall not be construed to be a consent to
or a permanent waiver of Sections 6.13 or 6.15 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 Financial Covenant Compliance 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 IV

CONDITIONS PRECEDENT




     4.01 Conditions to Effectiveness. This Amendment 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 Amendment 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.



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     (b) Deposit of Cash Collateral. The Parent shall have deposited with the
Administrative Agent the Collateral Shortfall Amount.




     (c) Payment of Fees. The Borrowers shall have paid to the Administrative Agent
for the ratable benefit of the Lenders (i) an amendment fee in the amount of 0.10% of the
Revolving Commitment of each Lender on the Effective Date and (ii) all costs and expenses
which have been invoiced and are payable pursuant to Section 11.04 of the Credit
Agreement.



ARTICLE V

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 VI

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




     6.01 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.



     6.02 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) after
giving effect to this Amendment, 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) after giving effect to this Amendment, no Default or Event of Default under the Credit
Agreement, as amended hereby, has occurred and is continuing; (d) after giving effect to this
Amendment, each Borrower is in full compliance with all covenants and agreements contained in the
Credit Agreement, as amended hereby, and the other Credit



8









 





Documents; and (e) no Borrower has amended its applicable organizational or governing
documents since the date of the Credit Agreement.




ARTICLE VII

MISCELLANEOUS PROVISIONS




     7.01 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.



     7.02 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.



     7.03 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.



     7.04 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.



     7.05 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.



     7.06 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.



     7.07 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.



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     7.08 Headings. The headings, captions, and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.



     7.09 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.]





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     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/ 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:  	Power of Attorney 	 
	 
	 	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 Amendment No. 7 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 D. Willis
 	 
	 	 	Name:  	Michael D. Willis 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Amendment No. 7 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 Amendment No. 7 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. 7 to

Third Amended and Restated Credit Agreement

Global Industries, Ltd.





 












 





	 	 	 	 	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Guillaume Deve
 	 
	 	 	Name:  	Guillaume Deve 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Sriram Chandrasekaran
 	 
	 	 	Name:  	Sriram Chandrasekaran 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 7 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. 7 to
Third Amended and Restated Credit Agreement dated as of February 24, 2011 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 Amendment No. 7 to
Third Amended and Restated Credit Agreement dated as of February 24, 2011 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:  	Power of Attorney 	 
	 
	 	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:  	Power of Attorney 	 
	 



Acknowledgment and Reaffirmation of

Second Amended and Restated Foreign Guaranty