0000895663-04-000038 Sample Contracts

CONSENT AND WAIVER
Consent and Waiver • August 9th, 2004 • Global Industries LTD • Oil & gas field services, nec • New York

This CONSENT AND WAIVER (this "Agreement"), dated as of August 3, 2004 (the "Agreement Effective Date"), is entered into by Global Industries, Ltd., a Louisiana corporation (the "Company"), and Global Offshore Mexico, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (together with the Company, the "Borrowers"); the financial institutions parties hereto which are Lenders party to the Credit Agreement described below; and Calyon New York Branch (formerly known as Credit Lyonnais New York Branch), as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

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