AMENDMENT NO. 2
This Amendment No. 2 dated as of January 10, 2003
("Agreement") is among Global Industries, Ltd., a Louisiana
corporation ("Company"), and Global Offshore Mexico, S. de. R.L.
de C.V., a Mexican sociedad de responsabilidad limitada de
capital variable ("Mexican Borrower"; which, with the Company,
are referred to as the "Borrowers"); the Lenders (as defined
below) executing this Agreement; and Bank One, NA, as
administrative agent for the Lenders ("Administrative Agent").
INTRODUCTION
A. The Borrowers, the Lenders, and the Administrative
Agent are parties to the Second Amended and Restated Credit
Agreement dated as of April 30, 2002, as amended by Amendment
No. 1 dated as of August 5, 2002 (as so amended, the "Credit
Agreement").
B. The Borrowers, the Lenders, and the Administrative
Agent desire to amend the Credit Agreement in certain respects
as set forth herein.
THEREFORE, the Borrowers, the Lenders, and the
Administrative Agent hereby agree as follows:
Section 1. Definitions; References. Unless otherwise defined
in this Agreement, terms used in this Agreement which are
defined in the Credit Agreement shall have the meanings assigned
to such terms in the Credit Agreement.
Section 2. Amendments.
(a) Consolidated EBITDA. The Credit Agreement is hereby
amended by deleting the definition of "Consolidated EBITDA" and
replacing it in its entirety with the following:
"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
net of credits, (iii) depreciation expense, (iv)
amortization expense, (v) extraordinary losses, net of
related income taxes, (vi) in the case of the Company
and its Subsidiaries, legal, accounting, underwriting,
and other fees and expenses incurred in connection
with this Agreement, (vii) losses in the equity of the
Company's former unconsolidated subsidiary, CCC
Fabricaciones y Construcciones S.A. de C.V. and (viii)
costs directly related to the attempt by the Company
to acquire ETPM, S.A. (including any liquidated
damages in respect thereof), minus
(c) to the extent included in determining
Consolidated Net Income, extraordinary gains, net of
related income taxes, all determined in accordance
with GAAP, plus
(d) to the extent included in determining
Consolidated Net Income, the aggregate amount of
pretax, non-cash write downs made during the fiscal
year ending December 31, 2002 in respect of asset
impairments and discontinued operations of the
Borrowers; provided that, such aggregate amount may
not exceed $65,000,000.
(b) Minimum Net Worth. Section 6.11(b) of the Credit
Agreement is hereby amended in its entirety to read
as follows:
(b) at June 30, 2002 and thereafter: (i)
$440,000,000.00 plus (ii) 50% of its Consolidated Net
Income for each fiscal quarter beginning with the
fiscal quarter ending on December 31, 2002, during
which Consolidated Net Income is positive, but without
reductions for any fiscal quarters during which
Consolidated Net Income is negative plus (iii) 100% of
the Net Cash Proceeds from any Equity Issuance on and
after June 30, 2002 plus (iv) without duplication of
the preceding clause (iii), 100% of any increase in
Consolidated Net Worth from the conversion of any Debt
to equity, the issuance of any capital stock, warrants
or options to purchase capital stock or other equity
interest, and any other transaction the effect of
which is to increase Consolidated Net Worth minus (v)
to the extent included in determining Consolidated Net
Income for such period, the aggregate amount of
pretax, non-cash write downs made during the fiscal
year ending December 31, 2002 in respect of asset
impairments and discontinued operations of the
Borrowers; provided that, such aggregate amount
provided for in this clause (v) may not exceed
$65,000,000.
Section 3. Consents. The Banks hereby consent to (a) the sale
of the assets with respect to which the Borrowers made pretax,
non-cash write downs in the fiscal year ending December 31, 2002
("Released Assets"), but only to the extent the aggregate amount
of such write downs for the Released Assets is equal to or less
than $65,000,000 and (b) the release and discharge of the
Released Assets from the Liens granted to the Administrative
Agent by either Borrower; provided that, the appraised value of
the Released Assets shall not be in excess of $25,000,000.
Section 4. Representations and Warranties. The Borrowers
represent and warrant to the Administrative Agent and the
Lenders that:
(a) the representations and warranties set forth in the
Credit Agreement are true and correct in all material respects
as of the date of this Agreement, except to the extent any such
representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty was
true and correct in all material respects as of such earlier
date;
(b) (i) the execution, delivery, and performance of this
Agreement have been duly authorized by appropriate proceedings,
and (ii) this Agreement constitutes a legal, valid, and binding
obligation of the Borrowers, enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the rights
of creditors generally and general principles of equity; and
(c) as of the effectiveness of this Agreement, no Default
or Event of Default has occurred and is continuing.
Section 5. Effectiveness. This Agreement shall become
effective and the Credit Agreement shall be amended as provided
in this Agreement upon the occurrence of the following
conditions precedent:
(a) the Borrowers, the Guarantors, the Administrative
Agent, and the Required Lenders shall have delivered duly and
validly executed originals of this Agreement to the
Administrative Agent; and
(b) the representations and warranties in this Agreement
shall be true and correct in all material respects; and
(c) Borrowers shall have paid to the Administrative Agent
(i) an amendment fee of $5,000 for each Lender executing this
Agreement, and (ii) all other appropriate fees and expenses.
Section 6. Effect on Loan Documents.
(a) Except as amended herein, the Credit Agreement and the
Credit Documents remain in full force and effect as originally
executed and amended heretofore. Nothing herein shall act as a
waiver of any of the Administrative Agent's or Lenders' rights
under the Credit Documents, as amended, including the waiver of
any Event of Default or Default, however denominated.
(b) This Agreement is a Credit Document for the purposes
of the provisions of the other Credit Documents. Without
limiting the foregoing, any breach of representations,
warranties, and covenants under this Agreement may be an Event
of Default or Default under other Credit Documents.
Section 7. Choice of Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the
State of New York.
Section 8. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original.
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EXECUTED as of the date first above written.
GLOBAL INDUSTRIES, LTD.
By: ______________________________
Name: ____________________________
Title: ___________________________
GLOBAL OFFSHORE MEXICO, S. DE R.L.
DE C.V.
By: ______________________________
Name: ____________________________
Title: ___________________________
BANK ONE, NA,
individually and as Administrative
Agent
By: ______________________________
Name: ____________________________
Title: ___________________________
BANK ONE, NA, as Issuing Bank
By: ______________________________
Name: ____________________________
Title: ___________________________
CREDIT LYONNAIS NEW YORK BRANCH
By: ______________________________
Name: ____________________________
Title: ___________________________
WELLS FARGO BANK TEXAS, N.A.
By: ______________________________
Name: ____________________________
Title: ___________________________
WHITNEY NATIONAL BANK
By: ______________________________
Name: ____________________________
Title: ___________________________
CREDIT SUISSE FIRST BOSTON
By: ______________________________
Name: ____________________________
Title: ___________________________
HIBERNIA NATIONAL BANK
By: ______________________________
Name: ____________________________
Title: ___________________________
THE FUJI BANK, LIMITED
By: ______________________________
Name: ____________________________
Title: ___________________________
NATEXIS BANQUE BFCE
By: ______________________________
Name: ____________________________
Title: ___________________________
COMERICA BANK-TEXAS
By: ______________________________
Name: ____________________________
Title: ___________________________
ACKNOWLEDGMENT AND CONSENT BY GUARANTORS
Each of the undersigned Guarantors (i) acknowledges its
receipt of a copy of and hereby consents to all of the terms and
conditions of the foregoing Amendment No. 2 and (ii) reaffirms
its obligations under the Guaranties dated as of December 30,
1999, December 31, 1999, or January 26, 2000, as applicable, in
favor of Bank One, NA, as Administrative Agent.
GIL HOLDINGS, L.L.C.
GLOBAL INDUSTRIES OFFSHORE, L.L.C.
GLOBAL PIPELINES PLUS, L.L.C.
GLOBAL MOVIBLE OFFSHORE PIPELINES,
L.L.C.
NORMAN OFFSHORE PIPELINES, INC.
GLOBAL DIVERS AND CONTRACTORS, L.L.C.
SUBTEC MIDDLE EAST LTD.
By: ______________________________
William J. Dore
Chief Executive Officer
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: ______________________________
William J. Dore
Chief Executive Officer
By: ______________________________
Peter S. Atkinson
President
By: ______________________________
Russell J. Robicheaux
Vice President, General Counsel
GLOBAL INTERNATIONAL VESSELS, LTD.
By: ______________________________
William J. Dore
Chief Executive Officer
PIPELINES LLC
By: ______________________________
Name: ____________________________
Title: ___________________________