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<br />DEED OF TRUST, SECURITY AGREEMENT AND
<br />FIXTURE FINANCING STATEMENT
<br />(NEBRASKA)
<br />This Deed of Trust, Security Agreement and Fixture Financing Statement ( "Deed of Trust ") is
<br />made this 31st day of May, 2001, by and among Global Industries, Inc. (the "Trustor "), a
<br />Nebraska corporation, whose mailing address is 2928 East Highway 30, Grand Island,
<br />Nebraska, 68801, Wells Fargo Bank Nebraska, National Association (the "Trustee "), a national
<br />banking association, whose mailing address is 1919 Douglas Street, Omaha, Nebraska 68102,
<br />and Wells Fargo Bank Nebraska, National Association (the "Beneficiary"), a national banking
<br />association, whose mailing address is 1919 Douglas Street, Omaha, Nebraska, 68102.
<br />WITNESSETH:
<br />WHEREAS, Trustor and Beneficiary are parties to a certain Credit Agreement dated May
<br />31, 2001, which Agreement sets forth the terms of certain credit facilities established by
<br />Beneficiary in favor of Trustor (said Credit Agreement, is hereinafter amended or restated, the
<br />"Credit Agreement "); and
<br />WHEREAS, Trustor's indebtedness to Beneficiary pursuant to the Credit Agreement is
<br />evidenced by one or more promissory notes executed and delivered by Trustor in the original
<br />aggregate maximum principal amount of Thirteen Million Dollars ($13,000,000.00) (such notes,
<br />together with interest thereon, late charges, any future advances and all extensions,
<br />modifications, substitutions and renewals thereof, hereinafter collectively referred to as the
<br />"Notes ").
<br />NOW, THEREFORE, in consideration of the premises and for the purpose of securing:
<br />a. payment of the Notes, together with interest thereon, late charges,
<br />prepayment penalties, any future advances, and all extensions, modifications,
<br />substitutions and renewals thereof;
<br />b. payment of all other sums, fees or charges, together with interest thereon,
<br />to protect the security of this Deed of Trust and performance of any covenants and
<br />agreements of Trustor, whether or not set forth herein;
<br />C. Performance, discharge, compliance with every term, covenant, obligation
<br />and agreement of Trustor contained herein or incorporated by reference or any other
<br />security instrument at any time given to secure the Notes; and
<br />Page 1 of 15
<br />DOCS 146876.8 1582098
<br />Grand Island
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