<PAGE>
                                                                   EXHIBIT 10.11

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

       THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(hereinafter referred to as the "First Amendment") executed as of the 17th of
December, 2002, by and among ATWOOD OCEANICS PACIFIC LIMITED, a Cayman Islands
company ("Borrower"), ATWOOD OCEANICS, INC., a Texas corporation ("Atwood"),
ATWOOD DEEP SEAS, LTD., a Texas limited partnership ("Deep Seas"), ATWOOD
OCEANICS AUSTRALIA PTY LIMITED, an Australian corporation ("Australia") and
ATWOOD OCEANICS (M) SDN. BHD, a Malaysian corporation ("Malaysia") (Atwood, Deep
Seas, Australia and Malaysia shall hereinafter be collectively referred to as
"Guarantors" and, individually, as a "Guarantor"), and BANK ONE, NA, a national
banking association ("Bank One"), and each of the financial institutions which
is a party hereto (as evidenced by the signature pages to this Agreement) or
which may from time to time become a party hereto pursuant to the provisions of
Section 27 of the Credit Agreement or any successor or assignee thereof
(hereinafter collectively referred to as "Banks", and individually, "Bank") and
Bank One, as Administrative and Documentation Agent (the "Agent") and NORDEA, as
Documentation Agent and Credit Lyonnais, New York Branch, and Fortis Capital
Corp., as Syndication Agents.

                                   WITNESSETH:

       WHEREAS, as of February 20, 2002, Borrower, Atwood, Deep Seas, Australia,
the Banks and the Agent entered into an Amended and Restated Credit Agreement
pursuant to which the Banks made available to the Borrower a revolving credit
facility of up to $100,000,000 (the "Credit Agreement"); and

       WHEREAS, the Borrower has requested that the Banks agree to make certain
amendments to the Credit Agreement and the Banks have agreed to do so on the
terms and conditions hereinafter set forth.

       NOW, THEREFORE, the parties agree to amend the Credit Agreement as
follows:

       1. Unless otherwise defined herein all defined terms used herein shall
have the same meaning as ascribed to such terms in the Credit Agreement.

       2. Section 1 of the Credit Agreement is hereby amended in the following
respects:

              (a) By deleting the definition of "Base Rate Margin" and
       substituting the following in lieu thereof:

                     "Base Rate Margin shall mean:

                            (i) two percent (2%) per annum whenever Atwood's
                     ratio of Consolidated Funded Debt to Consolidated EBITDA is
                     equal to or greater than 4.0 to 1.0; or



<PAGE>

                            (ii) one and one-half percent (1.50%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 4.0 to 1.0 but equal to or
                     greater than 3.25 to 1.0; or

                            (iii) one percent (1%) per annum whenever Atwood's
                     ratio of Consolidated Funded Debt to Consolidated EBITDA is
                     less than 3.25 to 1.0 but equal to or greater than 2.75 to
                     1.0; or

                            (iv) three-fourths of one percent (.75%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 2.75 to 1.0 but equal to
                     or greater than 2.25 to 1.0; or

                            (v) one-half of one percent (.50%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 2.25 to 1.0 but equal to
                     or greater than 1.75 to 1.0; or

                            (vi) one-quarter of one percent (.25%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 1.75 to 1.0.

              The Base Rate Margin shall be calculated by Agent quarterly upon
              the earlier of (i) receipt by Agent of Borrower's Certificate of
              Compliance required pursuant to Section 11(b) hereof or (ii) the
              occurrence of any Event of Default. The Base Rate Margin shall be
              two percent (2%) per annum as of the First Amendment Effective
              Date and shall remain at such rate until receipt by the Agent of
              the next quarterly Certificate of Compliance.

              (b) By deletion of the definition of "First Naval Mortgage" and
       substitution of the following in lieu thereof:

                     "First Naval Mortgage shall mean (A) that certain First
              Naval Mortgage recorded at the Office of the Public Registry of
              the Republic of Panama, Micro jacket 18403, Document 166156, as of
              October 27, 2000, as the same may be amended from time to time, on
              the vessel ATWOOD FALCON executed by Borrower to Agent on behalf
              of the Banks pursuant to which Borrower mortgaged the ATWOOD
              FALCON to the Banks to secure its obligations under this Agreement
              and under any Rate Management Transaction, and (B) that certain
              First Naval Mortgage dated effective as of even date herewith on
              the vessel SEAHAWK executed by Malaysia to Agent on behalf of the
              Banks pursuant to which Malaysia mortgages the SEAHAWK to the
              Banks to secure its obligations under this Agreement and its
              Guaranty."



                                      -2-
<PAGE>

              (c) By deletion of the definition of "First Ship Mortgage" and
       substituting the following in lieu thereof:

                     "First Ship Mortgage shall mean (A) that certain Ship
              Mortgage dated February 22, 2002 on the vessel VICKSBURG executed
              by Australia to Agent on behalf of the Banks pursuant to which
              Australia mortgaged the VICKSBURG to the Banks to secure its
              obligations under this Agreement and under the Guaranty, and (B)
              that certain Ship Mortgage dated of even date herewith on the
              vessel ATWOOD SOUTHERN CROSS executed by Australia to Agent on
              behalf of the Banks pursuant to which Australia mortgages the
              ATWOOD SOUTHERN CROSS to the Banks to secure its obligations under
              this Agreement and its Guaranty."

              (d) By deleting the definition of "LIBOR Margin" and substituting
       the following in lieu thereof:

                     "LIBOR Margin" shall be:

                            (i) three and one-half percent (3.50%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is equal to or greater than 4.0 to 1.0;
                     or

                            (ii) three percent (3%) per annum whenever Atwood's
                     ratio of Consolidated Funded Debt to Consolidated EBITDA is
                     less than 4.0 to 1.0 but equal to or greater than 3.25 to
                     1.0; or

                            (iii) two and one-half percent (2.5%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 3.25 to 1.0 but equal to
                     or greater than 2.75 to 1.0; or

                            (iv) two and one-quarter percent (2.25%) per annum
                     whenever Atwood's ratio of Consolidated Funded Debt to
                     Consolidated EBITDA is less than 2.75 to 1.0 but equal to
                     or greater than 2.25 to 1.0; or

                            (v) two percent (2%) per annum whenever Atwood's
                     ratio of Consolidated Funded Debt to Consolidated EBITDA is
                     less than 2.25 to 1.0 but equal to or greater than 1.75 to
                     1.0; or

                            (vi) one and three-quarters percent (1.75%) per
                     annum whenever Atwood's ratio of Consolidated Funded Debt
                     to Consolidated EBITDA is less than 1.75 to 1.0.

              The LIBOR Margin shall be calculated by Agent quarterly upon the
              earlier of (i) receipt by Agent of Borrower's Certificate of
              Compliance required



                                      -3-
<PAGE>

              pursuant to Section 11(b) hereof or (ii) the occurrence of any
              Event of Default. The LIBOR Margin shall be three and one-half
              percent (3.50%) per annum as of the First Amendment Effective Date
              and shall remain at such rate until receipt by the Agent of the
              next quarterly Certificate of Compliance.

              (e) By deleting the definition of "Rigs" and substituting the
       following in lieu thereof:

                     "Rigs shall mean the ATWOOD FALCON, the VICKSBURG, the
              SEAHAWK and the ATWOOD SOUTHERN CROSS and any other offshore
              drilling rigs acceptable to the Banks which may be mortgaged to
              the Banks from time to time by the Borrower or any Guarantor as
              Collateral under this Agreement or the Guaranties."

              (f) By deleting the definition of "Security Instruments" and
       substituting the following in lieu thereof:

                     "Security Instruments shall mean, this Agreement, the First
              Naval Mortgages executed by Borrower and a Guarantor, the First
              Ship Mortgages executed by Borrower and a Guarantor, the
              Assignments of Insurance, the Assignments of Charter Hire,
              Drilling Contracts, Revenues and Earnings executed by Borrower and
              the Guarantors, the Guaranties and other collateral documents
              covering all such Collateral, such documents to be in form and
              substance satisfactory to Agent."

              (g) By deleting the definition of "Unused Commitment Fee Rate" and
       substituting the following in lieu thereof:

                     "Unused Commitment Fee Rate shall be:

                     (i) one-half of one percent (.50%) per annum whenever
              Atwood's ratio of Consolidated Funded Debt to Consolidated EBITDA
              is greater than 3.25 to 1.0; or

                     (ii) three-eighths of one percent (.375%) per annum
              whenever Atwood's ratio of Consolidated Funded Debt to
              Consolidated EBITDA is equal to or less than 3.25 to 1.0.

              The Unused Commitment Fee shall be calculated by Agent quarterly
              upon the earlier of (i) receipt by Agent of Borrower's Certificate
              of Compliance provided pursuant to Section 11(b) hereof or (ii)
              the occurrence of any Event of Default. The Unused Commitment Fee
              shall be one-half of one percent (.50%) per annum as of the First
              Amendment Effective Date and shall remain at such rate until
              receipt by the Agent of the next quarterly Certificate of
              Compliance.



                                      -4-
<PAGE>

       3. Section 6 of the Credit Agreement is hereby amended in the following
respects:

              (a) By deleting all references therein to "Guarantor".

              (b) By deleting the last unnumbered paragraph thereof and
       substituting the following in lieu thereof:

                     "In addition to the foregoing, Borrower shall also (i)
              grant to the Banks, a pledge on all of its accounts, accounts
              receivable, contracts, rights, intangibles, inventory and other
              assets and (ii) provide the Guaranties."

       4. Section 11 of the Credit Agreement is hereby amended in the following
respects:

              (a) Subsection 11(d) of the Credit Agreement is hereby deleted and
       the following inserted in lieu thereof:

                     "(d) Fleet Employment Report. As soon as available, and in
              any event within twenty-one (21) days after the end of each month,
              the monthly fleet employment report of Borrower setting forth the
              location, charter, term, and rate for all offshore drilling rigs
              owned or managed by Borrower or its Subsidiaries as of the date of
              such report, such reports to be in form and substance satisfactory
              to Agent; and"

              (b) Subsection 11(e) of the Credit Agreement is hereby deleted in
       its entirety and the following substituted in lieu thereof:

                     "(e) Annual Appraisals. Provide with each Certificate of
              Compliance required to be furnished for the fiscal quarter ended
              each June 30th pursuant to Section 11(b) hereof, an annual desktop
              appraisal of the Rigs prepared by an independent appraisal firm or
              offshore drilling brokerage firm chosen by the Agent and
              reasonably acceptable to the Borrower."

              (c) By the addition of a new Subsection 11(y) thereto as follows:

                     "(y) Mortgages. Within a reasonable time after the First
              Amendment Effective Date, provide the Agent with a (i) First Naval
              Mortgage appropriate for filing in the necessary filing
              jurisdictions in Panama covering the SEAHAWK, (ii) a First Ship
              Mortgage in form appropriate for filing with the appropriate
              authorities and in the necessary filing jurisdictions in Australia
              covering the ATWOOD SOUTHERN CROSS, and (iii) Assignments of
              Insurance, Assignments of Charter, Hire, Drilling Contracts,
              Revenues and Earnings covering both such Rigs, said First Naval
              Mortgage, First Ship Mortgage and Assignments to be in form and
              substance satisfactory to the Agent. The Borrower hereby agrees at
              the request of Agent based upon Agent's review of the then current
              financial condition and contract status of Atwood and its
              Subsidiaries, to




                                      -5-
<PAGE>

              mortgage or cause to be mortgaged, the ATWOOD BEACON to the Banks
              within thirty (30) days after receipt of delivery of the said
              ATWOOD BEACON by Borrower or any of its Subsidiaries from the
              shipyard."

       5. Section 12 of the Credit Agreement is hereby amended by deleting
Subsection 12(c) thereof and substituting the following in lieu thereof:

              "(c) Funded Debt to EBITDA. The Borrower will not allow its ratio
       of (i) Consolidated Funded Debt to (ii) Consolidated EBITDA to be greater
       than (A) 5.0 to 1.0 as of the end of any fiscal quarter from December 31,
       2002, (B) 4.75 to 1.0 as of March 31, 2003, (C) 4.25 to 1.0 as of June
       30, 2003, and (D) 2.75 to 1.0 as of September 30, 2003 and as of the end
       of each fiscal quarter thereafter."

       6. Except to the extent its provisions are specifically amended, modified
or superseded by this First Amendment, the representations, warranties and
affirmative and negative covenants of the Borrower contained in the Credit
Agreement are incorporated herein by reference for all purposes as if copied
herein in full. The Borrower hereby restates and reaffirms each and every term
and provision of the Credit Agreement, as amended, including, without
limitation, all representations, warranties and affirmative and negative
covenants (except to the extent that such representations and warranties related
solely to an earlier date). Except to the extent its provisions are specifically
amended, modified or superseded by this First Amendment, the Credit Agreement,
as amended, and all terms and provisions thereof shall remain in full force and
effect, and the same in all respects are confirmed and approved by the Borrower
and the Banks.

       7. This First Amendment shall be effective as of the date first above
written, but only upon the satisfaction of the conditions precedent set forth in
Paragraph 8 hereof (the "First Amendment Effective Date").

       8. The obligations of Banks under this First Amendment shall be subject
to the following conditions precedent:

              (a) Execution and Delivery. The Borrower shall have executed and
       delivered this First Amendment, and the additional Security Instruments
       required by the Banks, and other required documents, all in form and
       substance satisfactory to the Agent;

              (b) Execution and Delivery by Guarantor. Each Guarantor shall have
       executed and delivered to Agent this First Amendment, and certain
       Security Instruments, including, without limitation, the Guaranty of
       Malaysia, and other required documents, all in form and substance
       satisfactory to Agent;

              (c) Legal Opinions. The Agent shall have received from Borrower's
       and the Guarantors' U.S., Cayman Islands, Panamanian, Australian and
       Malaysian legal counsel a favorable legal opinion in form and substance
       satisfactory to the Agent;



                                      -6-
<PAGE>

              (d) Corporate Resolutions. The Agent shall have received
       appropriate certified corporate resolutions of Borrower, Atwood,
       Australia and Malaysia and the general partner of Deep Seas;

              (e) Good Standing. The Agent shall have received evidence of
       existence and good standing of the Borrower and the Guarantors except for
       Australia which shall provide a certified copy of its annual report;

              (f) Articles of Incorporation and Bylaws. The Agent shall have
       received copies of any amendments to the Articles of Incorporation of
       Atwood and the General Partner of Deep Seas made since February 20, 2002,
       certified by the Secretary of State of the State of its incorporation,
       and copies of any amendment to the bylaws of Atwood and the General
       Partner of Deep Seas made since February 20, 2002 certified by Atwood and
       the General Partner of Deep Seas as being true, correct and complete;

              (g) Incumbency. The Agent shall have received a signed certificate
       of Borrower and each Guarantor (in the case of Deep Seas, of its general
       partner), certifying the names of the officers or other representatives
       of Borrower and each Guarantor authorized to sign loan documents on
       behalf of such Borrower and each Guarantor, together with the true
       signatures of each such officer. The Agent may conclusively rely on such
       certificate until the Agent receives a further certificate of Borrower or
       either Guarantor canceling or amending the prior certificate and
       submitting signatures of the officers or other representatives, named in
       such further certificate;

              (h) Memorandum and Articles of Association. The Agent shall have
       received copies of any amendment to the Memorandum and Articles of
       Association of Borrower, since February 20, 2002 certified by the
       appropriate Governmental Authority, and a copy of any amendment to the
       bylaws of Borrower, certified by Borrower as being a true, correct and
       complete copy thereof;

              (i) Confirmation of Class. The Agent shall have received
       satisfactory confirmation of class certificate for the Rigs from the
       American Bureau of Shipping dated within thirty (30) days of the
       Effective Date showing the Rigs to be classified as indicated on Exhibit
       1 attached hereto dated within thirty (30) days of the Effective Date;

              (j) Appraisal. The Agent shall have received initial desk top
       appraisals of the SEAHAWK and the ATWOOD SOUTHERN CROSS prepared by an
       independent appraisal firm or offshore drilling rig brokerage firm
       acceptable to the Agent, said appraisal to be satisfactory to the Agent,
       provided, however, that the SEAHAWK shall have an appraised fair market
       value of at least $40,000,000 and the ATWOOD SOUTHERN CROSS shall have an
       appraised fair market value of at least $30,000,000;

              (k) Payment of Fees. The Agent shall have received payment in full
       of all fees due at the Effective Date;

              (l) Insurance. Agent shall have received copies of all of
       Borrower's insurance on the Rigs, including but not limited to hull and
       machinery insurance,




                                      -7-
<PAGE>

       protection and indemnity insurance and pollution insurance, all in form
       and substance satisfactory to the Agent and its insurance consultant;

              (m) Representations and Warranties. The representations and
       warranties of the Borrower under this First Amendment are true and
       correct in all material respects as of such date, as if then made (except
       to the extent that such representations and warranties related solely to
       an earlier date);

              (n) No Event of Default. No Event of Default shall have occurred
       and be continuing nor shall any event have occurred or failed to occur
       which, with the passage of time or service of notice, or both, would
       constitute an Event of Default.

              (o) Other Documents. The Agent shall have received such other
       instruments and documents incidental and appropriate to the transaction
       provided for herein as the Agent or its counsel may reasonably request,
       and all such documents shall be in form and substance satisfactory to the
       Agent;

              (p) Legal Matters. All legal matters incident to the consummation
       of the transactions contemplated hereby shall be reasonably satisfactory
       to special counsel for the Agent retained at the expense of Borrower.

       9. Borrower hereby represents and warrants that all factual information
heretofore and contemporaneously furnished by or on behalf of Borrower to Agent
for purposes of or in connection with this First Amendment does not contain any
untrue statement of a material fact or omit to state any material fact necessary
to keep the statements contained herein or therein from being materially
misleading. Each of the foregoing representations and warranties shall
constitute a representation and warranty of Borrower made under the Credit
Agreement, and it shall be an Event of Default if any such representation and
warranty shall prove to have been incorrect or false in any material respect at
the time given. Each of the representations and warranties made under the Credit
Agreement (including those made herein) shall survive and not be waived by the
execution and delivery of this First Amendment or any investigation by Banks.

       10. The Borrower agrees to indemnify and hold harmless the Banks and
their respective officers, employees, agents, attorneys and representatives
(singularly, an "Indemnified Party", and collectively, the "Indemnified
Parties") from and against any loss, cost, liability, damage or expense
(including the reasonable fees and out-of-pocket expenses of counsel to the
Banks, including all local counsel hired by such counsel) ("Claim") incurred by
the Banks in investigating or preparing for, defending against, or providing
evidence, producing documents or taking any other action in respect of any
commenced or threatened litigation, administrative proceeding or investigation
under any federal securities law, federal or state environmental law, or any
other statute of any jurisdiction, or any regulation, or at common law or
otherwise, which is alleged to arise out of or is based upon any acts, practices
or omissions or alleged acts, practices or omissions of the Borrower or its
agents or arises in connection with the duties, obligations or performance of
the Indemnified Parties in negotiating, preparing, executing, accepting,
keeping, completing, countersigning, issuing, selling, delivering, releasing,
assigning, handling, certifying, processing or receiving or taking any other
action with respect to the Loan Documents and all documents, items and materials
contemplated thereby even if any of the




                                      -8-
<PAGE>

foregoing arises out of an Indemnified Party's ordinary negligence. The
indemnity set forth herein shall be in addition to any other obligations or
liabilities of the Borrower to the Banks hereunder or at common law or
otherwise, and shall survive any termination of this First Amendment, the
expiration of the Loan and the payment of all indebtedness of the Borrower to
the Banks hereunder and under the Notes, provided that the Borrower shall have
no obligation under this section to the Banks with respect to any of the
foregoing arising out of the gross negligence or willful misconduct of the
Banks. If any Claim is asserted against any Indemnified Party, the Indemnified
Party shall endeavor to notify the Borrower of such Claim (but failure to do so
shall not affect the indemnification herein made except to the extent of the
actual harm caused by such failure). The Indemnified Party shall have the right
to employ, at the Borrower's expense, counsel of the Indemnified Parties'
choosing and to control the defense of the Claim. The Borrower may at its own
expense also participate in the defense of any Claim. Each Indemnified Party may
employ separate counsel in connection with any Claim to the extent such
Indemnified Party believes it reasonably prudent to protect such Indemnified
Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND
PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF STRICT LIABILITY IMPOSED
OR THREATENED TO BE IMPOSED ON ANY INDEMNIFIED PARTY AS WELL AS FROM THE
CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE,
CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.

       11. This First Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

       12. WRITTEN CREDIT AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS
FIRST AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AND
AMONG THE PARTIES.

       13. Each Guarantor hereby consents to the execution of this First
Amendment by the Borrower and reaffirms its guaranty of all of the obligations
of the Borrower to the Banks. Borrower and Guarantor acknowledge and agree that
the renewal, extension and amendment of the Credit Agreement shall not be
considered a novation of account or new contract but that all existing rights,
titles, powers, and estates in favor of the Banks constitute valid and existing
obligations in favor of the Banks. Borrower and each Guarantor hereby confirm
and agree that (a) neither the execution of this First Amendment or any other
Loan Document nor the consummation of the transactions described herein and
therein shall in any way effect, impair or limit the covenants, liabilities,
obligations and duties of the Borrower and the Guarantors under the Loan
Documents and (b) the obligations evidenced and secured by the Loan Documents
continue in full force and effect. Each Guarantor hereby further confirms that
it unconditionally guarantees to the extent set forth in its Guaranty the due
and punctual payment and performance of any and all amounts and obligations owed
to the Banks under the Credit Agreement or the other Loan Documents.



                                      -9-
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this First Amendment to
Credit Agreement to be duly executed as of the date first above written.

                                       BORROWER:

                                       ATWOOD OCEANICS PACIFIC LIMITED
                                       a Cayman Islands company


                                       By: /s/ Michael A. Cardenas
                                           -------------------------------------
                                       Name: Michael A. Cardenas
                                           -------------------------------------
                                       Title: Vice President / Treasurer
                                           -------------------------------------

                                       GUARANTORS:

                                       ATWOOD OCEANICS, INC.,
                                       a Texas corporation


                                       By: /s/ James M. Holland
                                           -------------------------------------
                                           James M. Holland
                                           Senior Vice President

                                       ATWOOD DEEP SEAS, LTD.,
                                       a Texas limited partnership

                                       By:      Atwood Hunter Co.,
                                                its general partner


                                       By: /s/ James M. Holland
                                           -------------------------------------
                                           James M. Holland
                                           Vice President



                                      -10-
<PAGE>

                                      ATWOOD OCEANICS AUSTRALIA PTY
                                      LIMITED, an Australian corporation

                                      By: /s/ James Grant
                                           -------------------------------------
                                      Name:    James Grant
                                           -------------------------------------
                                      Title:   Attorney under Power
                                           -------------------------------------

                                      ATWOOD OCEANICS (M) SDN. BHD
                                      a Malaysian corporation


                                      By: /s/ Michael A. Cardenas
                                           -------------------------------------
                                      Name: Michael A. Cardenas
                                           -------------------------------------
                                      Title:   Director



                                      -11-
<PAGE>

                                      BANK ONE, NA, a national
                                      banking association (Main
                                      Office Chicago) as a Bank
                                      and as Administrative Agent


                                      By: /s/ Kenneth J. Fatur
                                          -------------------------------------
                                          Kenneth J. Fatur
                                          Director, Capital Markets




                                      -12-
<PAGE>

                                      CREDIT LYONNAIS, NEW YORK BRANCH
                                      as a Bank and as Syndication Agent


                                      By:
                                           -------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                           -------------------------------------





                                      -13-
<PAGE>

                                      FORTIS CAPITAL CORP.
                                      as a Bank and as Syndication Agent


                                      By:      /s/ Suein Engh
                                               ---------------------------------
                                      Name:    Suein Engh
                                               ---------------------------------
                                      Title:   Managing Director
                                               ---------------------------------


                                      By:      /s/ Cha Tobias Backer
                                               ---------------------------------
                                      Name:    Cha Tobias Backer
                                               ---------------------------------
                                      Title:   Vice President
                                               ---------------------------------




                                      -14-
<PAGE>

                                      NORDEA, ACTING THROUGH NORDEA BANK
                                      FINLAND PLC, NEW YORK BRANCH, as a Bank
                                      and as Documentation Agent


                                      By:      /s/ Anne Engen
                                               ---------------------------------
                                      Name:    Anne Engen
                                               ---------------------------------
                                      Title:   Vice President
                                               ---------------------------------



                                      By:      /s/ Ronny Bjorandal
                                               ---------------------------------
                                      Name:    Ronny Bjorandal
                                               ---------------------------------
                                      Title:   Vice President
                                               ---------------------------------



                                      -15-
<PAGE>

                                      THE BANK OF TOKYO-MITSUBISHI, LTD.


                                      By:
                                               ---------------------------------
                                      Name:
                                               ---------------------------------
                                      Title:
                                               ---------------------------------



                                      -16-
<PAGE>

                                      CREDIT AGRICOLE INDOSUEZ


                                      By:      /s/ Isabelle Billecocq
                                               ---------------------------------
                                      Name:    Isabelle Billecocq
                                               ---------------------------------
                                      Title:   Assistant Vice President
                                               ---------------------------------


                                      By:      /s/ Maryvonne Dourver
                                               ---------------------------------
                                      Name:    Maryvonne Dourver
                                               ---------------------------------
                                      Title:   Vice President
                                               ---------------------------------



                                      -17-
<PAGE>

                                  NATEXIS BANQUES POPULAIRES


                                  By:      /s/ Timothy L. Polvado
                                           ---------------------------------
                                  Name:    Timothy L. Polvado
                                           ---------------------------------
                                  Title:   Vice President and General Manager
                                           ---------------------------------



                                  By:      /s/ Renaud J. d'Herbes
                                           ---------------------------------
                                  Name:    Renaud J. d'Herbes
                                           ---------------------------------
                                  Title:   Senior Vice President and
                                           Regional Manager
                                           ---------------------------------



                                      -18-
<PAGE>

                                      MIZUHO CORPORATE BANK


                                      By:      /s/ Hirofumi Sugano
                                               ---------------------------------
                                      Name:    Hirofumi Sugano
                                               ---------------------------------
                                      Title:   Senior Vice President
                                               ---------------------------------



                                      -19-
<PAGE>

                                      WHITNEY NATIONAL BANK


                                      By:      /s/ Harry C. Stahel
                                               ---------------------------------
                                      Name:    Harry C. Stahel
                                               ---------------------------------
                                      Title:   Senior Vice President
                                               ---------------------------------


                                      By:
                                               ---------------------------------
                                      Name:
                                               ---------------------------------
                                      Title:
                                               ---------------------------------



                                      -20-
<PAGE>

                                    EXHIBIT 1

<TABLE>
<CAPTION>
VESSEL                                      CLASSIFICATION
------                                      --------------
<S>                                         <C>
ATWOOD FALCON                               Maltese Cross A1 Column Stabilized Drilling Unit
SEAHAWK                                     Maltese Cross A1 Column Stabilized Unit
VICKSBURG                                   Maltese Cross A1 Self Evaluating Drilling Unit
ATWOOD SOUTHERN CROSS                       A1 Column Stabilized Drilling Unit
</TABLE>