$148,000,000.00

                   SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                    Among

                            GLOBAL INDUSTRIES, LTD. AND
                    GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.

                                 as Borrowers,
                                 -------------

                    THE LENDERS NAMED IN THIS CREDIT AGREEMENT

                                as Lenders, and
                                ---------------

                                  BANK ONE, NA

                            as Administrative Agent,
                            ------------------------

                                     with

                         BANC ONE CAPITAL MARKETS, INC.,

                        as Lead Arranger and Book Runner,
                        ---------------------------------

                         CREDIT LYONNAIS NEW YORK BRANCH

                               as Syndication Agent,
                               ---------------------

                                       and

                           WELLS FARGO BANK (TEXAS), N.A.

                               as Documentation Agent
                               ----------------------

                                    April 30, 2002






                                  TABLE OF CONTENTS
                                                                        Page
ARTICLE I       DEFINITIONS AND ACCOUNTING TERMS                          1
        Section 1.01    Certain Defined Terms                             1
        Section 1.02    Computation of Time Periods                      24
        Section 1.03    Accounting Terms                                 25
        Section 1.04    Classes and Types of Advances                    25
        Section 1.05    Miscellaneous                                    25
ARTICLE II      THE ADVANCES                                             25
        Section 2.01    The Advances                                     25
        Section 2.02    Method of Borrowing                              27
        Section 2.03    Fees                                             30
        Section 2.04    Reduction of the Commitments                     31
        Section 2.05    Repayment                                        31
        Section 2.06    Interest                                         32
        Section 2.07    Prepayments                                      33
        Section 2.08    Funding Losses                                   35
        Section 2.09    Increased Costs                                  35
        Section 2.10    Payments and Computations                        36
        Section 2.11    Taxes                                            37
        Section 2.12    Sharing of Payments, Etc                         39
        Section 2.13    Lender Replacement                               40
        Section 2.14    Applicable Lending Offices                       41
        Section 2.15    Letters of Credit                                41
ARTICLE III     CONDITIONS PRECEDENT                                     45
        Section 3.01    Conditions Precedent to Effectiveness            45
        Section 3.02    Conditions Precedent to Each Borrowing           47
        Section 3.03    Determinations Under Section 3.01                47
ARTICLE IV      REPRESENTATIONS AND WARRANTIES                           48
        Section 4.01    Corporate Existence; Subsidiaries                48
        Section 4.02    Corporate Power                                  48
        Section 4.03    Authorization and Approvals                      48
        Section 4.04    Enforceable Obligations                          48
        Section 4.05    Financial Statements                             49
        Section 4.06    True and Complete Disclosure                     49
        Section 4.07    Litigation                                       49
        Section 4.08    Use of Proceeds                                  49
        Section 4.09    Investment Company Act                           49
        Section 4.10    Public Utility Holding Company Act               50
        Section 4.11    Taxes                                            50
        Section 4.12    Pension Plans                                    50
        Section 4.13    Condition of Property; Casualties                51
        Section 4.14    Insurance                                        51
        Section 4.15    No Burdensome Restrictions; No Defaults          51
        Section 4.16    Environmental Condition                          51
        Section 4.17    Title to Property, Etc                           52
        Section 4.18    Security Interests                               52
        Section 4.19    Subsidiaries; Corporate Structure                53
        Section 4.20    Citizenship                                      53
ARTICLE V       AFFIRMATIVE COVENANTS                                    53
        Section 5.01    Compliance with Laws, Etc                        53
        Section 5.02    Maintenance of Insurance                         53
        Section 5.03    Preservation of Corporate Existence, Etc         54
        Section 5.04    Payment of Taxes, Etc                            54
        Section 5.05    Reporting Requirements                           54
        Section 5.06    Maintenance of Property                          56
        Section 5.07    Inspection                                       56
        Section 5.08    Use of Proceeds                                  57
        Section 5.09    Nature of Business                               57
        Section 5.10    New Subsidiaries                                 57
        Section 5.11    New Vessels                                      58
        Section 5.12    Rate Hedging Agreements                          58
        Section 5.13    Post Closing Collateral                          58
ARTICLE VI      NEGATIVE COVENANTS                                       59
        Section 6.01    Liens, Etc                                       60
        Section 6.02    Debts, Guaranties and Other Obligations          61
        Section 6.03    Merger or Consolidation; Asset Sales             62
        Section 6.04    Investments                                      63
        Section 6.05    Transactions With Affiliates                     64
        Section 6.06    Compliance with ERISA                            64
        Section 6.07    Restricted Payments                              64
        Section 6.08    Maintenance of Ownership of Subsidiaries         64
        Section 6.09    Agreements Restricting Liens and
                        Distributions                                    64
        Section 6.10    Leverage Ratio                                   64
        Section 6.11    Minimum Net Worth                                65
        Section 6.12    Minimum Fixed Charge Coverage Ratio              65
        Section 6.13    Capital Expenditures                             66
ARTICLE VII     REMEDIES                                                 66
        Section 7.01    Events of Default                                66
        Section 7.02    Optional Acceleration of Maturity                68
        Section 7.03    Automatic Acceleration of Maturity               68
        Section 7.04    Non-exclusivity of Remedies                      69
        Section 7.05    Right of Set-off                                 69
ARTICLE VIII    THE ADMINISTRATIVE AGENT AND THE ISSUING BANK            69
        Section 8.01    Appointment; Nature of Relationship              69
        Section 8.02    Powers                                           70
        Section 8.03    General Immunity                                 70
        Section 8.04    No Responsibility for Loans, Recitals, etc       70
        Section 8.05    Action on Instructions of Lenders                71
        Section 8.06    Employment of Agents and Counsel                 71
        Section 8.07    Reliance on Documents; Counsel                   71
        Section 8.08    Reimbursement and Indemnification                71
        Section 8.09    Notice of Default                                72
        Section 8.10    Rights as a Lender                               72
        Section 8.11    Lender Credit Decision                           72
        Section 8.12    Successor Administrative Agent and Issuing
                        Bank                                             72
        Section 8.13    Other Titles                                     73
ARTICLE IX      BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS        73
        Section 9.01    Successors and Assigns                           73
        Section 9.02    Participations                                   74
        Section 9.03    Assignments                                      74
        Section 9.04    Dissemination of Information                     75
        Section 9.05    Tax Treatment                                    75
ARTICLE X       MISCELLANEOUS                                            76
        Section 10.01   Amendments, Etc                                  76
        Section 10.02   Notices, Etc                                     77
        Section 10.03   No Waiver; Remedies                              77
        Section 10.04   Costs and Expenses                               77
        Section 10.05   Binding Effect                                   77
        Section 10.06   Indemnification                                  78
        Section 10.07   Execution in Counterparts                        78
        Section 10.08   Survival of Representations, Etc                 78
        Section 10.09   Severability                                     78
        Section 10.10   Usury Not Intended                               78
        Section 10.11   Judgment Currency                                79
        Section 10.12   Forbearance Agreements                           80
        Section 10.13   Governing Law                                    80
        Section 10.14   Consent to Jurisdiction; Process Agent           80
        Section 10.15   Waiver of Jury                                   80


SCHEDULES:

Schedule 1              -       Notice Information for Lenders
Schedule 1.01(a)        -       Existing Letters of Credit
Schedule 1.01(b)        -       Permitted Bonds Obligations
Schedule 1.01(c)        -       Revolving Commitments
Schedule 3.01(a)(iv)	-	List of Guaranties
Schedule 3.01(a)(v)	-	List of Pledge Agreements
Schedule 4.16		-	Environmental Disclosures
Schedule 4.17		-	Material Vessels, Mortgaged Vessels and
                                Mortgaged Real Estate
Schedule 4.19		-	Subsidiaries/Corporate Structure
Schedule 6.01		-	Existing Liens
Schedule 6.02		-	Existing Debt

EXHIBITS:
Exhibit A		-	Form of Assignment and Acceptance
Exhibit B		-	Form of Compliance Certificate
Exhibit C		-	Form of Guaranty
Exhibit D		-	Form of Mortgage
Exhibit E		-	Form of Notice of Borrowing
Exhibit F		-	Form of Notice of Conversion or
                                Continuation
Exhibit G		-	Form of Pledge Agreement
Exhibit H		-	Form of Revolving A Note
Exhibit I		-	Form of Security Agreement
Exhibit J		-	Form of Swingline Note
Exhibit K		-	Form of Revolving B Note
Exhibit L		-	Form of Request for Issuance of Letter of
                                Credit
Exhibit M		-	Form of the Borrowers' In-house Counsel
                                Opinion





                SECOND AMENDED AND RESTATED CREDIT AGREEMENT


        This Second Amended and Restated Credit Agreement dated as
of April 30, 2002 is among (a) 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 (the "Mexican Borrower" and,
together with the Company, the "Borrowers"), (b) the Lenders (as
defined below), and (c) Bank One, NA, as Administrative Agent (as
defined below) for the Lenders.

        The Borrowers, the Lenders, and the Administrative Agent
agree as follows:


                                ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

        Section 1.01 Certain Defined Terms.
                     ----------------------
As used in this Agreement, the terms defined above shall have the
meanings set forth above and the following terms shall have the
following meanings (unless otherwise indicated, such meanings to
be equally applicable to both the singular and plural forms of
the terms defined):

        "Acceptable Security Interest" in any Property means a Lien
(a) which exists in favor of the Administrative Agent for the
benefit of the Lenders; (b) which is superior to all other Liens
except Liens Permitted under Section 6.01(b)-(k); (c) which
secures the Obligations of (i) in the case of Global Collateral,
the Loan Parties other than the Mexican Subsidiaries and (ii) in
the case of Mexican Collateral, the Mexican Subsidiaries; and (d)
which is perfected and enforceable against all Persons in
preference to any rights of any Person therein (other than rights
in respect of Liens permitted under Section 6.01(b)-(k)).

        "Administrative Agent" means Bank One in its capacity as
contractual representative of the Lenders pursuant to
Article VIII, and not in its individual capacity as a Lender, and
any successor administrative agent pursuant to Section 8.12.

        "Advance" means a Revolving A Advance, a Revolving B
Advance, or a Swingline Advance and "Advances" means the
Revolving A Advances, the Revolving B Advances, and the Swingline
Advances collectively.

        "Affiliate" of any Person means any other Person that,
directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such
Person or any Subsidiary of such Person.  The term "control"
(including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies
of a Person, whether through ownership of a Control Percentage,
by contract or otherwise.

        "Agreed Currencies" means (i) Dollars, (ii) so long as such
currencies remain Eligible Currencies, Australian Dollars,
British Pounds Sterling, Canadian Dollars, German Deutsche Marks,
Dutch Gilders, French Francs, Swiss Francs, Japanese Yen, and the
Euro, and (iii) any other Eligible Currency which a Borrower
requests the Administrative Agent to include as an Agreed
Currency hereunder and which is acceptable to all of the Lenders.
For the purposes of this definition, each of the specific
currencies referred to in clause (ii) above, shall mean and be
deemed to refer to the lawful currency of the jurisdiction
referred to in connection with such currency, e.g. "Australian
Dollars" means the lawful currency of Australia.

        "Agreement" means this Second Amended and Restated Credit
Agreement dated as of April 30, 2002 among the Borrowers, the
Lenders, and the Administrative Agent, as it may be amended or
modified and in effect from time to time.

        "Alternate Base Rate" means, for any day, a fluctuating rate
of interest per annum equal to the higher of (a) the Corporate
Base Rate in effect for such day and (b) the sum of the Federal
Funds Rate in effect for such day plus 1/2 of 1% per annum.

        "Applicable Lending Office" means, with respect to any
Lender, the office, branch, subsidiary, affiliate or
correspondent bank of such Lender listed on Schedule 1 or such
other office, branch, subsidiary, affiliate or correspondent bank
as such Lender may from time to time specify to the Company and
the Administrative Agent from time to time.

        "Applicable Margin" means, at any time with respect to each
Type and Class of Advance, each category of 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:


            Revolving Advances, Revolving Commitments, and Letters of Credit

                     LEVEL I  LEVEL II  LEVEL III  LEVEL IV  LEVEL V  LEVEL VI

Eurodollar Advances
and Letters of
Credit that are       3.25%    3.00%     2.75%      2.50%     2.25%    2.00%
Financial  Letters
of Credit or
commercial Letters
of Credit

Base Rate Advances    2.00%    1.75%     1.50%      1.25%     1.00%    0.75%

Revolving Commitment
Fee                   0.625%   0.625%    0.50%      0.50%     0.50%    0.375%

Letters of Credit
that are Performance
Letters of Credit     2.50%    2.25%     2.00%      1.75%     1.50%    1.25%


        "Arranger" means Banc One Capital Markets, Inc.

        "Assignment and Acceptance" has the meaning set forth in
Section 9.03(a).

        "Bank One" means Bank One, NA.

        "Base Rate Advance" means an Advance in Dollars which bears interest
as provided in Section 2.06(a).

        "Borrowing" means a Revolving A Borrowing, a Revolving B Borrowing, a
Swingline Borrowing or a Mandatory Revolving Borrowing.

        "Borrowing Date" means a date on which any Advance is made hereunder.

        "Business Day" means, (a) with respect to any Borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in Chicago and New York for the conduct
of substantially all of their commercial lending activities and on which
dealing in Dollars are carried on in the London interbank market and (b) for
all other purposes, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago for the conduct of
substantially all of their commercial lending activities.

        "Capital Expenditures" means, without duplication, any expenditures
for any purchase or other acquisition of any asset which would be classified
as a fixed asset on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with GAAP, but excluding any capital
expenditures required under Section 6.03(b)(iii) hereof.

        "Capitalized Lease" of a Person means any lease of any Property by
such Person as lessee which would, in accordance with GAAP, be required to be
classified and accounted for as a capital lease on the balance sheet of such
Person.

        "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

        "Carlyss Facility Bonds" means the Lake Charles Harbor and Terminal
District Port Improvement Revenue Bonds in an amount approximately equal to
$28,000,000.00 issued to finance the construction of a deepwater support
facility and pipebase near Carlyss, Louisiana.

        "Cash Collateral Account" means a special cash collateral account
pledged to the Administrative Agent containing cash deposited pursuant to
Sections 2.15(e), 7.02(b) or 7.03(b) to be maintained with the Administrative
Agent in accordance with Section 2.15(g).

        "Casualty Event" means, with respect to any Mortgaged Vessel, any loss
or damage to, or any condemnation or taking of, such Mortgaged Vessel for
which such Person receives, anticipates recovering or has filed a claim for
insurance or a condemnation award.

        "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, state and local analogs, and all rules
and regulations and requirements thereunder in each case as now or hereafter in
effect.

        "Change in Control" means (a) the direct or indirect acquisition after
the Original Closing Date by any person (as such term is used in Section 13(d)
and Section 14(d)(2) of the Securities Exchange Act of 1934), or related
persons constituting a group (as such term is used in Rule 13d-5 under the
Securities Exchange Act of 1934) other than a Permitted Holder (as defined
below), of beneficial ownership of issued and outstanding shares of voting
stock of the Company, the result of which acquisition is that such person or
such group possesses in excess of 50% of the combined voting power of all
then-issued and outstanding voting stock of the Company or (b) during any
period of 12 consecutive months, beginning with and after the Original
Closing Date, individuals who at the beginning of such 12-month period
were directors of the Company (together with new directors elected by, or
nominated for election by, such directors or directors elected under this
parenthetical clause) shall cease for any reason to constitute a majority of
the board of directors of the Company at any time during such period.
A "Permitted Holder" is (i) William Dore', (ii) any trust, corporation,
partnership or other entity, 80% or more of the controlling interest of
which is held by William Dore', and (iii) any Person related to William Dore'
or to his spouse either as a direct-line descendant or ancestor or as a
relative with ancestors in common (adopted persons shall be considered
the natural born children of their adoptive parents), in each case to whom
such individual has transferred capital stock of the Borrower.

        "Class" has the meaning set forth in Section 1.04.

        "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

        "Collateral" means the Global Collateral and the Mexican  Collateral.

        "Commitments" means (a) as to any Lender, its Revolving A Commitment
and its Revolving B Commitment, and (b) as to the Swingline Bank,
its Swingline Commitment.

        "Compliance Certificate" means a Compliance Certificate signed by a
Responsible Officer of the Company in substantially the form of the attached
Exhibit B.

        "Computation Date" has the meaning set forth in Section 2.15(h).

        "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.

        "Consolidated Fixed Charges" means, for the Company and its
Subsidiaries calculated on a consolidated basis for any period,
without duplication, the sum of (a) Consolidated Interest
Expense, (b) scheduled principal payments on Consolidated Funded
Debt, (c) Consolidated Rentals, (d) cash taxes paid net of any
tax refunds, and (e) cash dividends and stock repurchases (other
than stock repurchases made in the ordinary course of business in
connection with any employee benefit or option plan) made for
such period, all determined in accordance with GAAP.

        "Consolidated Funded Debt" means, at any time for the Company and its
Subsidiaries calculated on a consolidated basis, (a) Funded Debt of the
Company and its Subsidiaries at such time minus (b) any unrestricted cash
balances of the Company and the Guarantors in excess of an aggregate of
$20,000,000.00 deposited with Lenders or held in an escrow or similar
account as of such time, all determined in accordance with GAAP.

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

        "Consolidated Net Income" means, for any Person and its Subsidiaries
calculated on a consolidated basis for any period, net income after taxes for
such period, as determined in accordance with GAAP.

        "Consolidated Net Worth" means, for the Company and its Subsidiaries
calculated on a consolidated basis at any time, (a) all amounts which would be
included under shareholders' equity plus (b) any deductions made for foreign
additions made currency translation adjustments since September 30, 1999 minus
(c) any for foreign currency translation adjustments since September 30, 1999,
all as determined in accordance with GAAP.

        "Consolidated Rentals" means, for the Company and its Subsidiaries
calculated on a consolidated basis for any period, all amounts payable under
any Operating Leases for such period, as determined in accordance with GAAP.

        "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person,
or agrees to maintain the net worth or working capital or other financial
condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or the obligations of any such Person
as general partner of a partnership with respect to the liabilities of the
partnership.

        "Continue", "Continuation", and "Continued" each refers to a
continuation of Advances for an additional Interest Period upon the expiration
of the Interest Period then in effect for such Advances.

        "Control Percentage" means, with respect to any Person, the percentage
of the outstanding capital stock (or other ownership interests and including
any options, warrants or similar rights to purchase such capital stock) of such
Person having ordinary voting power which gives the direct or indirect holder
of such stock or ownership interests the power to elect a majority of the
Board of Directors (or other applicable governing body) of such Person.

        "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades (whether or not
incorporated) under common control which, together with the Company or any of
its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

        "Convert", "Conversion", and "Converted" each refers to a conversion of
Advances of one Type into Advances of another Type pursuant to Section 2.02(b).

        "Corporate Base Rate" means a fluctuating rate of interest per annum as
shall be in effect from time-to-time equal to the corporate base rate of
interest publicly announced by Bank One from time to time as its corporate
base rate, whether or not the Borrowers have notice thereof, when and as said
corporate base rate changes.

        "Credit Documents" means this Agreement, the Notes, the Guaranties,
the Letter of Credit Documents, the Security Documents, any Financial Contracts
between the Company or any of its Subsidiaries and any Lender or any Affiliate
of any Lender and each other agreement, instrument or document executed by the
Company, any of its Subsidiaries or any of its officers at any time in
connection with this Agreement.

        "Debt," for any Person, means without duplication:

        (a)     indebtedness of such Person for borrowed money;

        (b)     obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

        (c)     obligations of such Person to pay the deferred purchase
price of property or services (other than accounts payable
arising in the ordinary course of such Person's business payable
on terms customary in the trade);

        (d)     Capitalized Lease Obligations;

        (e)     all obligations of such Person in respect of letters of
credit, bank guarantees or similar instruments which are issued
upon the application of such Person or upon which such Person is
an account party or for which such Person is in any way liable;

        (f)     all obligations of such Person to purchase securities
or other Property arising out of or in connection with the sale
of the same or substantially similar securities or Property;

        (g)     Net Mark-to-Market Exposure of Financial Contracts;

        (h)     Synthetic Lease Obligations;

        (i)     Sale and Leaseback Transactions;

        (j)     indebtedness or obligations of others, whether or not
assumed, secured by Liens or payable out of the proceeds or
production from Property on or in respect of any Property now or
hereafter owned or acquired by such Person, the amount of such
Debt being deemed to be the lesser of the value of such Property
and the amount of the obligation so secured;

        (k)     Contingent Obligations in respect of the Debt of
another Person referred to in clauses (a) through (i) of this
definition; and

        (l)     the incurrence of withdrawal liability under Title IV
of ERISA by such person or a "commonly controlled entity" with
respect to a Multiemployer Plan and Unfunded Liabilities.

        "Default" means (a) an Event of Default or (b) any event or
condition which with notice or lapse of time or both would, unless cured
or waived, become an Event of Default.

        "Dollars" and "$" means the lawful money of the United States of
America.

        "Dollar Amount" of any currency at any date shall mean (a)
the amount of such currency if such currency is Dollars or (b)
the Equivalent Amount of Dollars if such currency is any currency
other than Dollars, in each case on or as of the most recent
Computation Date.

        "Domestic Subsidiary" means each Subsidiary of the Company organized
in a state, province, or territory of the United States of America.

        "Effective Date" means April 30, 2002.

        "Eligible Currency" means any currency other than Dollars

(a) that is readily available, (b) that is freely traded, (c) in
which deposits are customarily offered to banks in the London
interbank market, (d) which is convertible into Dollars in the
international interbank market, and (e) as to which an Equivalent
Amount may be readily calculated.  If, after the designation by
the Lenders of any currency as an Agreed Currency, (i) currency
control or other exchange regulations are imposed in the country
in which such currency is issued with the result that different
types of such currency are introduced, (ii) such currency is, in
the determination of the Administrative Agent, no longer readily
available or freely traded, or (iii) in the determination of the
Administrative Agent, an Equivalent Amount of such currency is
not readily calculable, the Administrative Agent shall promptly
notify the Lenders and the Company, and such currency shall no
longer be an Agreed Currency until such time as all of the
Lenders agree to reinstate such currency as an Agreed Currency.

        "Environment" or "Environmental" shall have the meanings set
forth in 43 U.S.C. ' 9601(8) (1988).

        "Environmental Claim" means any third party (including any
governmental agency or employee) action, lawsuit, claim,
regulatory action or proceeding, order, decree, consent agreement
or notice of potential or actual responsibility or violation
which seeks to impose liability under any Environmental Law.

        "Environmental Law" means all Legal Requirements relating to
protection of the Environment, including without limitation
CERCLA, the Submerged Lands Act, the Outer Continental Shelf
Lands Act, the Federal Water Pollution Control Act of 1972, the
Oil Pollution Act of 1990, and the Act to Prevent Pollution from
Ships relating to (a) pollution, contamination, injury,
destruction, loss, protection, cleanup, reclamation or
restoration of the air, surface water, groundwater, land surface
or subsurface strata, or other natural resources; (b) solid,
gaseous or liquid waste generation, treatment, processing,
recycling, reclamation, cleanup, storage, disposal or
transportation; (c) exposure to pollutants or contaminants or to
hazardous, medical, infectious, or toxic substances, materials or
wastes; or (d) the manufacture, processing, handling,
transportation, distribution in commerce, use, storage or
disposal of hazardous, medical, infectious, or toxic substances,
materials or wastes.

        "Environmental Permit" means any permit, license, order,
approval, registration or other authorization required under
Environmental Law.

        "Equity Issuance" means any issuance of equity securities
(including any preferred equity securities) by the Company or any
of its Subsidiaries other than (a) equity securities issued to
the Company or one of its Subsidiaries; (b) equity securities
issued pursuant to employee benefit or dividend reinvestment
plans in the ordinary course of business; and (c) equity
securities issued as consideration in connection with any
investment by the Company or any of its Subsidiaries in any other
Person pursuant to which such Person shall become a Subsidiary or
shall be merged into or consolidated with the Company or any of
its Subsidiaries.

        "Equivalent Amount" of any currency with respect to any
amount of Dollars at any date shall mean the amount of such
currency that would be obtained from exchanging such amount of
Dollars for such other currency, calculated on the basis of the
arithmetical mean of the buy and sell spot rates of exchange of
the Administrative Agent for such currency in the London foreign
exchange market at approximately 11:00 a.m. (London, England
time) as of such date.

        "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time-to-time.

        "Euro" means the euro referred to in Council Regulation (EC)
No. 1103/97 dated June 17, 1997 passed by the Council of the
European Union, or, if different, the then lawful currency of the
member states of the European Union that participate in the third
stage of Economic and Monetary Union.

        "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D.

        "Eurodollar Advance" means an Advance which bears interest
based on the Eurodollar Reference Rate.

        "Eurodollar Rate Reserve Percentage" of any Lender for the
Interest Period for any Eurodollar Advance in Dollars means the
reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily
average of such percentages for those days in such Interest
Period during which any such percentage shall be so applicable)
under regulations issued from time-to-time by the Federal Reserve
Board for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.

        "Eurodollar Reference Rate" means, with respect to a
Eurodollar Advance for the relevant Interest Period, the
applicable London interbank offered rate for deposits in Dollars
appearing on Dow Jones Markets (Telerate) Page 3750 as of
11:00 a.m. (London, England time) two Business Days prior to the
first day of such Interest Period, and having a maturity equal to
such Interest Period; provided that, if Dow Jones Markets
(Telerate) Page 3750 is not available for any reason, the
Eurodollar Reference Rate for the relevant Interest Period shall
instead be the London interbank offered rate for deposits in
Dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London, England time) two Business Days prior to the first day
of such Interest Period, and having a maturity equal to such
Interest Period.

        "Events of Default" has the meaning set forth in Section 7.01.

        "Existing Credit Agreement" means the First Amended and
Restated Credit Agreement dated as of August 7, 2001 among the
Borrowers, the Lenders, and Administrative Agent, as amended
before the Effective Date.

        "Existing Letters of Credit" means each of the letters of
credit listed on the attached Schedule 1.01(a), including the
letter of credit issued in connection with the Carlyss Facility
Bonds.

        "Federal Funds Effective Rate" means, for any day, a
fluctuating interest rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers
on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (Chicago, Illinois time)
on such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing
selected by it.

        "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any of its successors.

        "Financial Contract" of a Person means (a) any exchange-
traded or over-the-counter futures, forward, swap or option
contract or other financial instrument with similar
characteristics or (b) any Rate Hedging Agreement.

        "Financial Contract Obligations" of a Person means any and
all obligations of such Person, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or
acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (a) any and all
Financial Contracts, and (b) any and all cancellations, buy
backs, reversals, terminations or assignments of any Financial
Contract.

        "Financial Letter of Credit" means a Letter of Credit
qualifying as a "financial guarantee-type letter of credit" under
12 CFR Part 3, Appendix A, Section 3(b)(1)(i) or any successor
U.S. Comptroller of the Currency regulation.

        "Financial Statements" means audited consolidated balance
sheet of the Company and its consolidated Subsidiaries as at
December 31, 2001, and the related consolidated statements of
operations, comprehensive income, cash flows, and shareholders'
equity of the Company and its consolidated Subsidiaries for the
twelve months then ended, copies of which have been furnished to
the Administrative Agent.

        "Fixed Charge Coverage Ratio" means, for the Company at the
end of any fiscal quarter, the ratio of (a) its Consolidated
EBITDA plus Consolidated Rentals during the four quarters then
ended minus its consolidated Replacement Capital Expenditures for
such period to (b) Consolidated Fixed Charges for such period.

        "Foreign Subsidiary" means any Subsidiary of the Company
organized in a jurisdiction other than a state, province or
territory of the United States.

        "Fund," "Trust Fund," or "Superfund" means the Hazardous
Substance Response Trust Fund, established pursuant to 42 U.S.C.
section 9631 (1988) and the Post-closure Liability Trust Fund,
established pursuant to 42 U.S.C. section 9641 (1988), which statutory
provisions have been amended or repealed by the Superfunds
Amendments and Reauthorization Act of 1986, and the "Fund,"

        "Trust Fund," or "Superfund" that are now maintained pursuant to
section 9507 of the Code.

        "Funded Debt," for any Person, means without duplication:

        (a)     indebtedness of such Person for borrowed money;

        (b)     obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;

        (c)     obligations of such Person to pay the deferred purchase
price of property or services (other than accounts payable
arising in the ordinary course of such Person's business payable
on terms customary in the trade);

        (d)     Capitalized Lease Obligations;

        (e)     all obligations of such Person in respect of Financial
Letters of Credit which are issued upon the application of such
Person or upon which such Person is an account party or for which
such Person is in any way liable;

        (f)     all obligations of such Person to purchase securities
or other Property arising out of or in connection with the sale
of the same or substantially similar securities or Property;

        (g)     Net Mark-to-Market Exposure of Financial Contracts;

        (h)     Synthetic Lease Obligations;

        (i)     Sale and Leaseback Transactions;

        (j)     indebtedness or obligations of others in respect of
Debt described in clauses (a)-(i) of this definition, whether or
not assumed, secured by Liens or payable out of the proceeds or
production from Property on or in respect of any Property now or
hereafter owned or acquired by such Person, the amount of such
Debt being deemed to be the lesser of the value of such Property
and the amount of the obligation so secured; and

        (k)     Contingent Obligations in respect of the Debt of
another Person described in clauses (a) through (i) of this definition;

excluding, however, from any of the foregoing:

        (l)     obligations in respect of Permitted Mexican Contract
Financings and

        (m)     Performance Letters of Credit, bank guaranties, and
surety bonds issued in the ordinary course of business
supporting non-financial obligations of the Company or any
of its Subsidiaries.

The amount of Funded Debt of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations
as described in clauses (a) through (j) above and the maximum
potential liability of any Contingent Obligations as described in
clause (k) above at such date assuming the occurrence of the
contingencies necessary to give rise to such Contingent
Obligations.

        "GAAP" means with respect to any financial statements of the
Company or any of its Subsidiaries, or calculations related to
such financial statements of the Company or any of its
Subsidiaries, United States generally accepted accounting
principles as in effect from time-to-time applied on a basis
consistent with the requirements of Section 1.03.

        "Global Collateral" means (a) all Vessels (as defined in
each of the Vessel Mortgages), the Collateral (as defined in the
Mortgages), the Collateral (as defined in the Security
Agreements), and the Pledged Collateral (as defined in the Pledge
Agreements), in each case to the extent securing the Obligations
of each Loan Party other than the Mexican Subsidiaries and (b)
all amounts contained in the Cash Collateral Account.  Global
Collateral shall not include the Heller Collateral or the MARAD
Collateral.

        "Global Guarantors" means the parties listed as Global
Guarantors on Schedule 3.01(a)(iv).

        "Global Guaranty" means the guaranty executed by each Global
Guarantor in favor of the Administrative Agent for the ratable
benefit of the Lenders guaranteeing the Obligations of the Loan
Parties, as it may be amended or modified and in effect from time
to time, in substantially the form of the attached Exhibit C.

        "Governmental Authority" means, as to any Person in
connection with any subject, any foreign, supranational,
national, state or provincial governmental authority, or any
political subdivision of any state thereof, or any agency,
department, commission, board, authority or instrumentality,
bureau or court, in each case having jurisdiction over such
Person or such Person's Property in connection with such subject.

        "Governmental Proceedings" means any action or proceedings
by or before any Governmental Authority, including, without
limitation, the promulgation, enactment or entry of any Legal
Requirement.

        "Guaranty" means a Global Guaranty or a Mexican Guaranty.

        "Guarantor" means a Global Guarantor or a Mexican Guarantor.

        "Hazardous Substance" means the substances identified as
such pursuant to CERCLA and any chemicals regulated under any
other Environmental Law, including without limitation pollutants,
contaminants, petroleum or petroleum products Released into the
Environment, radionuclides, radioactive materials, and medical
and infectious waste.

        "Hazardous Waste" means the substances regulated as such
pursuant to any Environmental Law.

        "Heller Collateral" means the Heller Vessels, additions and
accessions thereto, inventory relating thereto, improvements
thereof, the Heller Revenues, and insurance and proceeds from
insurance in respect of such property, and proceeds of any of the
foregoing.

        "Heller Loan Agreement" means that certain Loan Agreement
dated March 31, 1998 between Heller Financial Corp. and Global
Industries Offshore Inc., as assignee.

        "Heller Vessels" means the whole of the Sara Maria (Official
Number 6502539), the Atlas del Mar (Official Number 7908207), El
Ingeniero (Official Number 8210354), and the Ingeniero II
(Official Number 7615084), and includes any share or interest
therein, and their engines, generators, machinery and equipment,
masts, winches, anchors, chains, pumps and pumping equipment,
furniture and fittings, boats, tackle, outfit, spare gear, fuel,
consumable or other stores, belongings and appurtenances whether
on board or ashore and whether now owned or hereafter acquired
and all additions, improvements and replacements hereafter made
in or to such Vessels or any part thereof.

        "Heller Revenues" means all of the freight, hires and
earnings from the Heller Vessels.

        "Hercules Title XI Issue" means the United States Government
Guaranteed Export Ship Financing Bonds, 2000 Series, not in
excess of $100,000,000.00, guaranteed by MARAD under Title XI to
finance or refinance the cost of reconstruction, upgrade and
enlargement of the DLB Hercules.

        "Initial Mortgaged Vessels" means each of the Vessels listed
on the attached Schedule 4.17.

        "Interest Period" means, for each Eurodollar Advance
comprising part of the same Borrowing, the period commencing on
the date of such Advance or the date of the Conversion of any
existing Advance into such an Advance and ending on the last day
of the period selected by a Borrower pursuant to the provisions
below and Section 2.02 and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest
Period and ending on the last day of the period selected by a
Borrower pursuant to the provisions below and Section 2.02.  The
duration of each such Interest Period shall be one, two, three,
or six months (or such other period that is acceptable to the
Lenders), in each case as the relevant Borrower may select;
provided, however, that:

        (a)     Interest Periods commencing on the same date for
Advances by each Lender comprising part of the same Borrowing
shall be of the same duration;

        (b)     whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day
of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided that if such extension would
cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day;

        (c)     any Interest Period which begins on the last Business
Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of the
calendar month in which it would have ended if there were a
numerically corresponding day in such calendar month; and

        (d)     no Borrower may select any Interest Period for any
Revolving A Advance which ends after the Revolving A Maturity
Date or for any Revolving B Advance which ends after the
Revolving B Maturity Date.

        "Issuing Bank" means Bank One, any Lender that agrees to
become an Issuing Bank, and any successor issuing bank pursuant
to Section 8.12.

        "Legal Requirement" means, as to any Person, any law,
statute, ordinance, decree, requirement, order, judgment, rule,
regulation (or official interpretation of any of the foregoing)
of, and the terms of any license or permit issued by, any
Governmental Authority which is applicable to such Person.

        "Lenders" means the lenders listed on the signature pages of
this Agreement and each Purchaser that shall become a party to
this Agreement pursuant to Article IX.

        "Letter of Credit" means (a) a standby letter of credit or
(b) if an Issuing Bank in such Issuing Bank's sole reasonable
discretion determines that it is able to issue a bank guaranty, a
bank guaranty which guarantees obligations not covered by a
Letter of Credit, in each case issued under the Revolving A
Commitments and subject to this Agreement.

        "Letter of Credit Documents" means, with respect to any
Letter of Credit, such Letter of Credit and any agreements,
documents, and instruments entered into in connection with or
relating to such Letter of Credit.

        "Letter of Credit Exposure" means, at any time, the sum of
(a) the Dollar amount of the aggregate undrawn maximum face
amount of each Letter of Credit at such time and (b) the Dollar
Amount of the aggregate unpaid amount of all Reimbursement
Obligations owing with respect to such Letters of Credit at such
time minus the Dollar Amount of any cash collateral held by the
Administrative Agent in the Cash Collateral Account at such time.

        "Letter of Credit Obligations" means any obligations of the
Borrowers under this Agreement in connection with the Letters of
Credit.

        "Level I, Level II, Level III, Level IV, and Level V," and
individually, a "Level," shall mean the applicable Leverage Ratio
set forth below:


                        Level           Leverage Ratio
                       --------        ------------------
                        Level I             > 4.00

                        Level II       > 3.50 and <= 4.00

                        Level III      > 3.00 and <= 3.50

                        Level IV       > 2.50 and <= 3.00

                        Level V        > 2.00 and <= 2.50

                        Level VI            <= 2.00

For purposes of determining the Applicable Margin applicable from
time-to-time under this Agreement, the Leverage Ratio (and
corresponding Level) shall be determined from the financial
statements of the Company and its Subsidiaries most recently
delivered pursuant to Section 5.05 and certified to the
Administrative Agent and the Lenders in the Compliance
Certificate required to be delivered by the Company in connection
with such financial statements pursuant to Section 5.05(d).  Any
change in the Applicable Margin shall be effective on the fifth
Business Day occurring after the date of receipt by the
Administrative Agent of the financial statements pursuant to
Section 5.05.  If at any time the Company fails to deliver such
financial statements and Compliance Certificate within the times
specified in Section 5.05, Level I shall be deemed to be in
effect until the fifth Business Day after the Administrative
Agent receives such financial statements.

        "Leverage Ratio" means, as of the last day of any fiscal
quarter of the Company, the ratio of (a) Consolidated Funded Debt
as of such day to (b) the Company's Consolidated EBITDA for the
four fiscal quarters then ended.

        "Lien" means any mortgage, lien (statutory or other),
pledge, assignment, charge, deed of trust, security interest,
hypothecation, preference, deposit arrangement, encumbrance,
priority or other security arrangement or preferential
arrangement of any kind or nature whatsoever to secure or provide
for the payment of any obligation of any Person, whether arising
by contract, operation of law or otherwise (including, without
limitation, the interest of a vendor or lessor under any
conditional sale agreement, synthetic lease, Capitalized Lease or
other title retention agreement).

        "Liquid Investments" means:

        (a)     short-term obligations of, or obligations the principal
of and interest on which are unconditionally and fully guaranteed
by, the United States of America;

        (b)     commercial paper rated "A-1" (or the then equivalent)
or better by the rating service of Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies, Inc. or  "P-1"
(or the then equivalent) or better by the rating service of
Moody's Investors Service, Inc. or upon the discontinuance of
both of such services, such other nationally recognized rating
service or services, as the case may be, as shall be selected by
the Administrative Agent with the consent of the Majority Lenders;

        (c)     demand deposit accounts maintained in the ordinary
course of business;

        (d)     certificates of deposit issued by and time deposits
with commercial banks (whether domestic or foreign) having
capital and surplus in excess of $100,000,000.00 (or the
Equivalent Amount if denominated in a currency other than
Dollars); provided in each case that the same provides for
payment of both principal and interest (and not principal alone
or interest alone) and is not subject to any contingency
regarding the payment of principal or interest; and

        (e)     such other instruments (within the meaning of Article 9
of the Uniform Commercial Code as adopted in the State of New
York on, before, or after the Effective Date) as the Company may
request and the Administrative Agent may approve in writing,
which approval will not be unreasonably withheld.

        "Loan Party" means each Borrower, each Guarantor, and each
of the Company's other Subsidiaries executing a Credit Document.

        "Majority Lenders" means, at any time, (a) before the
Revolving Commitments terminate, Lenders holding at least 51% of
the then aggregate Revolving Commitments and unpaid principal
amount of the Term Notes held by the Lenders at such time and (b)
thereafter, Lenders having at least 51% of the aggregate unpaid
principal amount of the Notes and participation interests in the
Letter of Credit Exposure at such time.

        "Mandatory Revolving Borrowing" means a Revolving A
Borrowing comprised of Base Rate Advances made to repay a
Swingline Advance which has not been repaid to the Swingline Bank
on the date due.

        "MARAD" means the Maritime Administration, United States of
America.

        "MARAD Collateral" means the MARAD Vessels, additions and
accessions thereto, inventory relating thereto, improvements
thereof, all reserve and construction funds associated with any
MARAD Financing and money and other instruments therein, MARAD
Revenues, insurance and proceeds from insurance in respect of
such property, and proceeds of any of the foregoing.

        "MARAD Financing" means any debt obligations of the Company
or its Subsidiaries for the purpose of financing or refinancing
vessels which, pursuant to Title XI of the Merchant Marine Act of
1936, as amended, is secured by a full faith and credit guaranty
of the U.S. government, represented by the Secretary of
Transportation, acting through MARAD.

        "MARAD Revenues" means the rights to payments and payments
made under any contracts between the Company or any of its
Subsidiaries and one or more of their customers under which the
Company or any of its Subsidiaries uses a MARAD Vessel to perform
any of its obligations under such contract.

        "MARAD Vessels" means the Global Pioneer (Official Number
1040503), the Man-o-War (Official Number 1045921), the Kingfish
(Official Number 1049274), the L-400 (Official Number 1056079),
the CB-6 (Official Number 1048400) and the DB Hercules (Official
Number 635).

        "Material Adverse Change" shall mean (a) a material adverse
change in the business, Property, condition (financial or
otherwise), results of operations of the Company and its
Subsidiaries, taken as a whole; (b) the occurrence and
continuance of any event or circumstance which could reasonably
be expected to have a material adverse effect on the Borrowers'
and the Guarantors' ability, taken as a whole, to perform their
obligations under this Agreement, any Note, any Guaranty, or any
Security Document to which it is party; or (c) a material adverse
effect on the validity or enforceability any material provision
of the Credit Agreement, any Note, any Guaranty, or any Security
Document or the material rights or remedies of the Administrative
Agent or the Lenders thereunder.

        "Material Domestic Subsidiary" means any Material Subsidiary
of the Company which is not also a Foreign Subsidiary.

        "Material Partial Loss" has the meaning set forth in the
Vessel Mortgages.

        "Material Subsidiary" means any Subsidiary of the Company
having total assets or annual gross revenues in excess of
$10,000,000.00 (or the Equivalent Amount if denominated in a
currency other than Dollars), and "Material Subsidiaries" means
all such Subsidiaries collectively.

        "Material Vessel" means any construction barge, lifeboat,
dive support vessel, offshore support vessel, jet sled, remotely
operated vehicle, pushboat, cargo barges, utility boats,
operational saturation diving systems or other vessel with an
appraised value of $5,000,000.00 or more.

        "Maximum Rate" means the maximum nonusurious interest rate
under applicable law (determined under such laws after giving
effect to any items which are required by such laws to be
construed as interest in making such determination, including
without limitation if required by such laws, certain fees and
other costs).

        "Mexican Collateral" means (a) all Pledged Collateral (as
defined in the Mexican Pledge Agreement) and (b) the Global
Collateral.

        "Mexican Guarantors" means the parties listed as Mexican
Guarantors on Schedule 3.01(a)(iv).

        "Mexican Guaranty" means the guaranty executed by each
Mexican Guarantor in favor of the Administrative Agent for the
ratable benefit of the Lenders guaranteeing the Obligations of
the Mexican Borrower and the other Mexican Guarantors, as it may
be amended or modified and in effect from time to time, in
substantially the form of the attached Exhibit C.

        "Mexican Parent" means Global Industries Mexico Holdings, S.
de R.L. de C.V., a Mexican sociedad de responsabilidad limitada
de capital variable.

        "Mexican Security Documents" means the Pledge Agreement
executed by the Mexican Parent and all other documents or
instruments executed in connection therewith.

        "Mexican Subsidiaries" means the Mexican Parent, the Mexican
Borrower, Global Vessels Mexico, S. de R.L. de C.V., a Mexican
sociedad de responsabilidad limitada de capital variable, Global
Industries Offshore Services, S. de R.L. de C.V., a Mexican
sociedad de responsabilidad limitada de capital variable, and
Global Industries Services, S. de R.L. de C.V., a Mexican
sociedad de responsabilidad limitada de capital variable, and
each other Person that becomes a Subsidiary of one or more of
such entities after the Original Closing Date.

        "Mortgage" means each mortgage or deed of trust in
substantially the form of the attached Exhibit D and executed by
the Company or a Subsidiary of the Company to secure all or a
portion of the Obligations.

        "Mortgaged Vessels" means the Initial Mortgaged Vessels and
Vessels becoming subject to a Vessel Mortgage pursuant to Section
5.11.

        "Multiemployer Plan" means a multiemployer plan as defined
in section 4001(a)(3) of ERISA to which the Company or any member
of the Controlled Group is obligated to make contributions.

        "Net Cash Proceeds" means, with respect to any sale,
transfer, or other disposition of any of the Company's or any of
its Subsidiaries' Property (including the issuance, sale or
transfer of stock or other equity interest by the Company or such
Subsidiary) all cash and Liquid Investments received by the
Company or any of its Subsidiaries from such issuance, sale,
transfer or other disposition after (a) payment of, or provision
for, all commissions and other reasonable out-of-pocket fees and
expenses actually incurred; (b) payment of any outstanding
obligations relating to such Property paid in connection with,
and necessary for, any such sale, transfer, or other disposition;
(c) the amount of reserves recorded in accordance with GAAP for
indemnity or similar obligations of the Company and its
Subsidiaries directly related to such sale, transfer or other
disposition; and (d) provision for all income or other taxes
payable in respect of the fiscal year in which such sale,
transfer, or other disposition occurs measured by or resulting
from such sale transfer or other disposition and which are
payable in such fiscal year or the succeeding fiscal year.

        "Net Mark-to-Market Exposure" of a Person means, as of any
date of determination, the excess (if any) of all unrealized
losses over all unrealized profits of such Person arising from
Financial Contracts as determined in accordance with GAAP.

        "Unrealized losses" means the fair market value of the cost to
such Person of replacing such Financial Contract as of the date
of determination (assuming the Financial Contract were to be
terminated as of that date), and "unrealized profits" means the
fair market value of the gain to such Person of replacing such
Financial Contract as of the date of determination (assuming such
Financial Contract were to be terminated as of that date).

        "Note" means a Revolving A Note, a Revolving B Note, or a
Swingline Note, and "Notes" means all such promissory notes
collectively.

        "Notice of Assignment" has the meaning set forth in Section 9.03(b).

        "Notice of Borrowing" means a notice of borrowing in the
form of the attached Exhibit E signed by a Responsible Officer of
a Borrower.

        "Notice of Conversion or Continuation" means a notice of
conversion or continuation in the form of the attached Exhibit F
signed by a Responsible Officer of the Company.

        "Obligations" means (a) all unpaid principal of the
Advances, unpaid interest on the Advances, 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 and (b) all
Financial Contract Obligations of the Company or any of its
Subsidiaries owing to any Lender or any Affiliate of a Lender.

        "Operating Lease" of a Person means any lease of Property
(other than a Capitalized Lease) by such Person as lessee which
has an original term (including any required renewals and any
renewals effective at the option of the lessor) of one year or
more.

        "Original Closing Date" means December 30, 1999.

        "Original Currency" has the meaning set forth in Section 2.15(c).

        "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

        "Participants" has the meaning set forth in Section 9.02(a).

        "Performance Letter of Credit" means a letter of credit
qualifying as a "performance-based standby letter of credit"
under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or any
successor U.S. Comptroller of the Currency regulation.

        "Permitted Bond Obligations" means the Company and its
Subsidiaries' obligations in respect of the bonds and bank
guaranties listed on the attached Schedule 1.01(b) in an amount
not to exceed the amounts listed on such schedule and any renewal
and extension (but not increase) thereof.

        "Permitted Liens" has the meaning set forth in Section 6.01.

        "Permitted Mexican Contract Financing" means the financing
of any contract between a Mexican Subsidiary and one of it
customers whereby (a) no Loan Party other than a Mexican
Subsidiary is obligated to repay such financing or assure the
performance of such customer; and (b) any performance guaranties
delivered by the Company or one of its Subsidiaries in connection
with such financing is strictly limited to a guaranty of such
Mexican Subsidiaries' performance of such contract and in no way
guarantees the repayment of such financing.

        "Person" means an individual, partnership, limited liability
partnership, limited liability company, corporation (including a
business trust), joint stock company, enterprise, trust,
unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency, department or
instrumentality thereof or any trustee, receiver, custodian or
similar official.

        "Plan" means an employee benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the
Code as to which the Company or any member of the Controlled
Group may have any liability.

        "Pledge Agreements" means each of the Pledge Agreements in
substantially the form of the attached Exhibit G and executed by
the Pledgors to secure all or a portion of the Obligations.

        "Pledgors" means the Company and its Subsidiaries listed on
Schedule 3.01(a)(v) and other Subsidiaries of the Company
executing a Pledge Agreement as required by Section 5.10.

        "Property" of any Person means any and all property (whether
real, personal, or mixed, tangible or intangible) of such Person
or other assets owned, leased or operated by such Person.

        "Pro Rata Share" means, at any time with respect to any
Lender, (a) before the Revolving Commitments terminate, the ratio
(expressed as a percentage) of such Lender's Revolving
Commitments at such time to the aggregate Revolving Commitments
at such time and (b) thereafter, the ratio (expressed as a
percentage) of such Lender's aggregate outstanding Advances and
aggregate outstanding participation interest in the Letter of
Credit Exposure at such time to the aggregate outstanding
Advances of all the Lenders and Letter of Credit Exposure at such
time.

        "Purchaser" has the meaning set forth in Section 9.03.

        "Rate Hedging Agreement" means an agreement, device or
arrangement providing for payments which are related to
fluctuations of interest rates, exchange rates or forward rates,
including, but not limited to, dollar-denominated or cross-
currency interest rate exchange agreements, forward currency
exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts
or warrants.

        "Regulations T, U, X and D" means Regulations T, U, X, and D
of the Federal Reserve Board, as the same is from time-to-time in
effect, and all official rulings and interpretations thereunder
or thereof.

        "Reimbursement Obligations" means all of the obligations of
the Company set forth in paragraph (c) of Section 2.15.

        "Release" shall have the meaning set forth in CERCLA or
under any other Environmental Law.

        "Replacement Capital Expenditures" means Capital
Expenditures incurred in the ordinary course of business to
maintain the current level of production capacity, but not for
acquisition of and improvements to capital assets to expand
production capacity.

        "Reportable Event" means a reportable event as defined in
Section 4043 of ERISA and the regulations issued under such
section for which the disclosure requirements have not been
waived by the PBGC.

        "Response" shall have the meaning set forth in CERCLA or any
other Environmental Law.

        "Responsible Officer" means, of any Person, the Chief
Executive Officer, President, Chief Financial Officer, any
Executive or Senior Vice President, Vice President, Treasurer,
Secretary of such Person or any other member of senior management
of such Person.

        "Restricted Payment" means (a) the declaration or making by
the Company or any of its Subsidiaries of any dividends or other
distributions (in cash, property, or otherwise) on, or any
payment for the purchase, redemption or other acquisition of, any
shares of any capital stock (or other ownership interests) of
such Person, other than dividends payable in such Person's stock
or other ownership interests, as applicable; (b) the making by
the Company or any of its Subsidiaries of any payment (scheduled
or otherwise) in respect of Subordinated Debt, whether for
principal, interest, fees, indemnities or any other amount; and
(c) any defeasance or covenant defeasance by the Company or any
of its Subsidiaries in respect of Subordinated Debt of such
Person.

        "Revolving A Advance" means an advance by a Lender to a
Borrower as part of a Revolving A Borrowing and refers to a Base
Rate Advance or a Eurodollar Advance.

        "Revolving A Borrowing" means a borrowing consisting of
simultaneous Revolving A Advances of the same Type made by each
Lender pursuant to Section 2.01(a), Continued pursuant to Section
2.02(b), or Converted by each Lender to Revolving A Advances of a
different Type pursuant to Section 2.02(b).

        "Revolving A Commitment" means, for each Lender, (a) on or
before the termination of the Revolving A Commitments, the amount
in Dollars set opposite such Lender's name on Schedule 1.01(c) of
this Agreement as its Revolving A Commitment or, if such Lender
has entered into any Assignment and Acceptance after the
Effective Date, the amount set forth for such Lender as its
Revolving A Commitment in the Notice of Assignment delivered to
the Administrative Agent pursuant to Section 9.03(b), in each
case as such Revolving A Commitment may be reduced pursuant to
Section 2.04 and (b) after the termination of the Revolving A
Commitments and for purposes of the definitions of Majority Banks
and Pro Rata Share only, the outstanding principal amount of such
Lender's Revolving A Advances and Letter of Credit Exposure.

        "Revolving A Maturity Date" means the earlier of

(a) December 30, 2004 and (b) the earlier termination in whole of
the Revolving A Commitments pursuant to Section 2.04 or
Article VII.

        "Revolving A Note" means a promissory note of a Borrower
payable to the order of any Lender, in substantially the form of
the attached Exhibit H, evidencing indebtedness of such Borrower
to such Lender resulting from Revolving A Advances owing to such
Lender.

        "Revolving A Share" means (a) at any time before the
Revolving A Commitments terminate with respect to any Lender with
a Revolving A Commitment, the ratio (expressed as a percentage)
of such Lender's Revolving A Commitment at such time to the
aggregate Revolving A Commitments at such time and (b) at any
time thereafter with respect to any Lender with outstanding
Revolving A Commitments, the ratio (expressed as a percentage) of
such Lender's outstanding Revolving A Advances at such time to
the aggregate outstanding Revolving A Advances at such time.

        "Revolving Advances" means the Revolving A Advances and the
Revolving B Advances.

        "Revolving B Advance" means an advance by a Lender to a
Borrower as part of a Revolving B Borrowing and refers to a Base
Rate Advance or a Eurodollar Advance.

        "Revolving B Borrowing" means a borrowing consisting of
simultaneous Revolving B Advances of the same Type made by each
Lender pursuant to Section 2.01(b)(ii), Continued pursuant to
Section 2.02(b), or Converted by each Lender to Revolving B
Advances of a different Type pursuant to Section 2.02(b).

        "Revolving B Commitment" means, for each Lender, (a) on or
before the termination of the Revolving B Commitments, the amount
in Dollars set opposite such Lender's name on Schedule 1.01(c) to
this Agreement as its Revolving B Commitment or, if such Lender
has entered into any Assignment and Acceptance after the
Effective Date, the amount set forth for such Lender as its
Revolving B Commitment in the Notice of Assignment delivered to
the Administrative Agent pursuant to Section 9.03(b), in each
case as such Revolving B Commitment may be reduced pursuant to
Section 2.04 and (b) after the termination of the Revolving B
Commitments and for purposes of the definitions of Majority Banks
and Pro Rata Share only, the outstanding principal amount of such
Lender's Revolving B Advances.

        "Revolving B Maturity Date" means the earlier of (a) April
29, 2003 and (b) the earlier termination in whole of the
Revolving B Commitments pursuant to Section 2.04 or Article VII.

        "Revolving B Note" means a promissory note of a Borrower
payable to the order of any Lender, in substantially the form of
the attached Exhibit K, evidencing indebtedness of such Borrower
to such Lender resulting from Revolving B Advances owing to such
Lender.

        "Revolving B Share" means (a) at any time before the
Revolving B Commitments terminate with respect to any Lender with
a Revolving B Commitment, the ratio (expressed as a percentage)
of such Lender's Revolving B Commitment at such time to the
aggregate Revolving B Commitments at such time and (b) at any
time thereafter with respect to any Lender with outstanding
Revolving B Commitments, the ratio (expressed as a percentage) of
such Lender's outstanding Revolving B Advances at such time to
the aggregate outstanding Revolving B Advances at such time.

        "Revolving Commitments" means, for each Lender, its
Revolving A Commitment and its Revolving B Commitment.
"Revolving Commitment Fee" means any fee charged on either
the Revolving A Commitment or the Revolving B Commitment in the
percentage amounts described in the definition of Applicable
Margin.
        "Revolving Share" means Revolving A Share.

        "Sale and Leaseback Transaction" means any direct or
indirect arrangement with any Person or to which such Person is a
party providing for the leasing to the Company or any of its
Subsidiaries of any Property owned by the Company or any of its
Subsidiaries which has been or is sold or transferred by the
Company or such Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced by such Person on
the security of such Property.

        "SEC" means the Securities and Exchange Commission, and any
successor entity.

        "Security Agreements" means each of the Security Agreements
in substantially the form of the attached Exhibit I and executed
by the Company and each Domestic Subsidiary which is a Guarantor
to secure all or a portion of the Obligations.

        "Security Documents" means the Mortgages, the Vessel
Mortgages, the Pledge Agreements, the Security Agreements, and
each other document, instrument or agreement executed in
connection therewith or otherwise executed in order to secure all
or a portion of the Obligations.

        "Subordinated Debt" means any Debt of the Company or any of
its Subsidiaries which is subordinated to their respective
obligations under the Credit Documents in a manner satisfactory
to the Administrative Agent and the Majority Banks and which is
otherwise on terms and conditions satisfactory to the
Administrative Agent and the Majority Banks.

        "Subsidiary" of a Person means any corporation, association,
partnership or other business entity of which more than 50% of
the outstanding shares of capital stock (or other equivalent
interests) having by the terms thereof ordinary voting power
under ordinary circumstances to elect a majority of the board of
directors or Persons performing similar functions (or, if there
are no such directors or Persons, having general voting power) of
such entity (irrespective of whether at the time capital stock
(or other equivalent interests) of any other class or classes of
such entity shall or might have voting power upon the occurrence
of any contingency) is at the time directly or indirectly owned
or controlled by such Person, by such Person and one or more
Subsidiaries of such Person or by one or more Subsidiaries of
such Person.

        "Swingline Advance" means an advance made available to the
Company by the Swingline Bank pursuant to Section 2.01(c) and
refers to a Base Rate Advance.

        "Swingline Bank" means Bank One or any other Lender as a
successor Swingline Bank.

        "Swingline Borrowing" means a borrowing consisting of a
Swingline Advance made by the Swingline Bank.

        "Swingline Commitment" means the obligation of the Swingline
Bank to make Swingline Advances up to a maximum principal amount
of $10,000,000.00 at any time outstanding.

        "Swingline Note" means a promissory note in substantially
the form of the attached Exhibit J duly executed by the Company
and payable to the order of the Swingline Bank evidencing the
obligation of the Company to repay the Swingline Advances.

        "Synthetic Lease Obligations" means the obligations of any
Person under a lease arrangement treated as an operating lease
for financial accounting purposes and a financing lease for tax
purposes.

        "Tax Group" has the meaning set forth in Section 4.11.

        "Taxes" has the meaning set forth in Section 2.11(a).

        "Term Notes" means the "Term Notes" as defined in the
Existing Credit Agreement.

        "Term Share" means Revolving B Share.

        "Termination Event" means (a) the occurrence of a Reportable
Event with respect to a Plan, as described in Section 4043 of
ERISA and the regulations issued thereunder (other than a
Reportable Event not subject to the provision for 30-day notice
to the PBGC under such regulations); (b) the withdrawal of any
Loan Party or a member of the Controlled Group from a Plan during
a plan year in which it was a "substantial employer" as defined
in Section 4001(a)(2) of ERISA; (c) the giving of a notice of
intent to terminate a Plan under Section 4041(c) of ERISA;
(d) the institution of proceedings to terminate a Plan by the
PBGC; or (e) any other event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.

        "Total Loss" has the meaning set forth in the Vessel Mortgages.

        "Transferee" has the meaning set forth in Section 9.04.

        "Type" has the meaning set forth in Section 1.04.

        "Unfunded Liabilities" means the amount (if any) by which
the present value of all vested and unvested accrued benefits
under all Plans exceeds the fair market value of all such Plan
assets allocable to such benefits, all determined as of the then
most recent valuation date for such Plans using the actuarial
assumptions used for such Plans as of such valuation date.

        "Vessel Mortgages" means each of the Vessel Mortgages in
form and substance satisfactory to the Administrative Agent
executed by the Company and each of its Subsidiaries which owns
an Initial Mortgaged Vessel or which obtains a Material Vessel
after the Original Closing Date to secure all or a portion of the
Obligations.

        "Wholly Owned" means, with respect to any Subsidiary of any
Person, the direct or indirect ownership of all of the
outstanding capital stock or other ownership interest of such
Subsidiary (other than any director's qualifying shares or
investments by foreign nationals mandated by applicable law) by
such Person or one or more Wholly Owned Subsidiaries of such
Person.

        Section 1.02 Computation of Time Periods.  In this
Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but
excluding".

        Section 1.03 Accounting Terms.  Except as otherwise
expressly provided herein, all accounting terms used herein shall
be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the
Administrative Agent hereunder shall (unless otherwise disclosed
to the Administrative Agent in writing at the time of delivery
thereof) be prepared, in accordance with GAAP applied on a basis
consistent with those used in the preparation of the latest
financial statements furnished to the Administrative Agent
hereunder (which prior to the delivery of the first financial
statements under Section 5.05, shall mean the Financial
Statements).  All calculations made for the purposes of
determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made by application of
GAAP applied on a basis consistent with those used in the
preparation of the Financial Statements.  In addition, all
calculations and defined accounting terms used herein shall,
unless expressly provided otherwise, when referring to any
Person, refer to such Person on a consolidated basis and mean
such Person and its consolidated subsidiaries.

        Section 1.04 Classes and Types of Advances.  Advances are
distinguished by "Class" and "Type".  The "Class" of an Advance
refers to the determination of whether such Advance is a
Revolving A Advance, Revolving B Advance, or Swingline Advance,
each of which constitutes a Class.  The "Type" of an Advance
refers to the determination whether such Advance is a Eurodollar
Advance or a Base Rate Advance, each of which constitutes a Type.

        Section 1.05 Miscellaneous.  Article, Section, Schedule
and Exhibit references are to Articles and Sections of and
Schedules and Exhibits to this Agreement, unless otherwise
specified.  All references to instruments, documents, contracts,
and agreements are references to such instruments, documents,
contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless
otherwise specified.



                                     ARTICLE II

                                    THE ADVANCES

        Section 2.01 The Advances.

        (a) Revolving A Advances.  Each Lender having a Revolving A
Commitment severally agrees, on the terms and conditions set
forth in this Agreement, to make Revolving A Advances to the
Company and the Mexican Borrower in Dollars from time-to-time on
any Business Day during the period from the Original Closing Date
until the Revolving A Maturity Date; provided that, (i) the sum
of (A) the aggregate outstanding principal amount of the
Revolving A Advances plus (B) the Letter of Credit Exposure plus
(C) the aggregate outstanding principal amount of the Swingline
Advances may not exceed at any time the aggregate amount of the
Revolving A Commitments and (ii) the aggregate outstanding
Revolving Advances made to the Mexican Borrower may not exceed
$30,000,000.00.  Each Revolving A Borrowing shall be in an
aggregate amount not less than $5,000,000.00 and in integral
multiples of $1,000,000.00 in excess thereof and shall consist of
Revolving A Advances of the same Type made on the same day by the
Lenders ratably according to their respective Revolving A
Commitments.  Within the limits of each Lender's Revolving A
Commitment, the Borrowers may from time-to-time borrow, prepay
pursuant to Section 2.07 and reborrow under this Section 2.01(a).

        (b) Revolving B Advances.  Each Lender having a Revolving B
Commitment severally agrees, on the terms and conditions set
forth in this Agreement, to make Revolving B Advances to the
Company and the Mexican Borrower in Dollars from time-to-time on
any Business Day during the period from the Effective Date until
the Revolving B Maturity Date; provided that the aggregate
outstanding principal amount of the Revolving B Advances may not
exceed at any time the aggregate amount of the Revolving B
Commitments.  Each Revolving B Borrowing shall be in an aggregate
amount not less than $5,000,000.00 and in integral multiples of
$1,000,000.00 in excess thereof and shall consist of Revolving B
Advances of the same Type made on the same day by the Lenders
ratably according to their respective Revolving B Commitments.
Within the limits of each Lender's Revolving B Commitment, the
Borrowers may from time-to-time borrow, prepay pursuant to
Section 2.07 and reborrow under this Section 2.01(b)(ii).

        (c) Swingline Advances.

                (i) On the terms and conditions set forth in this
        Agreement, the Swingline Bank agrees to from time-to-time on
        any Business Day during the period from the Original Closing
        Date until the last Business Day occurring before the
        Revolving A Maturity Date, make advances ("Swingline
        Advances") in Dollars under the Swingline Note to the
        Company for periods of up to five Business Days (except that
        no Swingline Advance may mature after the Revolving A
        Maturity Date), bearing interest at the Alternate Base Rate
        plus the Applicable Margin, and in an aggregate principal
        amount not to exceed $10,000,000.00 outstanding at any time;
        provided that the sum of (A) the aggregate principal amount
        of outstanding Revolving A Advances plus (B) the aggregate
        principal amount of outstanding Swingline Advances plus (C)
        the Letter of Credit Exposure shall never exceed the
        aggregate Revolving A Commitments at such time; and provided
        further that no Swingline Advance shall be made by the
        Swingline Bank if the statements set forth in Section 3.02
        are not true on the date of such Swingline Advance, it being
        agreed by the Company that the giving of the applicable
        Notice of Borrowing and the acceptance by the Company of the
        proceeds of such Swingline Advance shall constitute a
        representation and warranty by the Company that on the date
        of such Swingline Advance such statements are true.  Subject
        to the other provisions hereof, the Company may from
        time-to-time borrow, prepay (in whole or in part) and
        reborrow Swingline Advances.

                (ii) Except as provided in the following clause (iii)
        below, each request for a Swingline Advance shall be made
        pursuant to telephone notice to the Swingline Bank given no
        later than 2:00 p.m. (Chicago, Illinois time) on the date of
        the proposed Swingline Advance, promptly confirmed by a
        completed and executed Notice of Borrowing telecopied to the
        Administrative Agent.  The Swingline Bank will promptly make
        the Swingline Advance available to the Company at the
        Company's account with the Administrative Agent.

                (iii) The Company and the Lenders agree that in the
        event any Swingline Advance is not repaid on the date due to
        the Swingline Bank, the Administrative Agent may give each
        Lender having a Revolving A Commitment a notice of Mandatory
        Revolving Borrowing, and upon receipt of such notice, each
        Lender having a Revolving A Commitment shall pay to the
        Administrative Agent its Revolving A Share of such Swingline
        Advance and such payment shall be deemed to be a Base Rate
        Advance made pursuant to such Lender's Revolving A
        Commitment, whether made before or after termination of the
        Revolving A Commitments, acceleration of the Revolving A
        Advances, or otherwise, and whether or not the conditions
        precedent in Section 3.02 have been satisfied at the time of
        such Mandatory Revolving Borrowing.  The Administrative
        Agent shall give each Lender notice of such Mandatory
        Revolving Borrowing by 11:00 a.m. (Chicago, Illinois time)
        on the date the Mandatory Revolving Borrowing is to be made.
        Each Lender having a Revolving A Commitment shall,
        regardless of whether the conditions in Section 3.02 have
        been met at the time of such Mandatory Revolving Borrowing
        and regardless of whether there exists any Default or Event
        of Default, make its Revolving A Advance available to the
        Administrative Agent for the account of the Swingline Bank
        in immediately available funds by 1:00 p.m. (Chicago,
        Illinois time) on the date requested, and the Company hereby
        irrevocably instructs the Swingline Bank to apply the
        proceeds of such Mandatory Revolving Borrowing to the
        payment of the outstanding Swingline Advances.

        Section 2.02 Method of Borrowing.

        (a) Notice.  Each Borrowing (other than a Mandatory
Revolving Borrowing) shall be made pursuant to a Notice of
Borrowing, given not later than (i) in the case of a Borrowing
comprised of Eurodollar Advances, 10:00 a.m. (Chicago, Illinois
time) on the third Business Day before the Borrowing Date of a
requested Borrowing and (ii) in the case of a Borrowing comprised
of Base Rate Advances, 10:00 a.m. (Chicago, Illinois time) on the
Business Day of a requested Borrowing, in each case to the
Administrative Agent's Applicable Lending Office.  The
Administrative Agent shall give to each Lender prompt notice on
the day of receipt of a timely Notice of Borrowing of such
requested Borrowing by telecopier or telex.  Each Notice of
Borrowing shall be by telecopier, telex or telephone, confirmed
promptly in writing specifying (A) the Borrowing Date (which
shall be a Business Day), (B) the requested Type and Class of
Advances comprising such Borrowing, (C) the requested aggregate
amount of such Borrowing, and (D) if such Borrowing is to be
comprised of Eurodollar Advances, the requested Interest Period
for each such Borrowing.  In the case of a requested Borrowing
comprised of Eurodollar Advances, the Administrative Agent shall
promptly notify each Lender of the applicable interest rate under
Section 2.06(b).  Each Lender shall make available its Revolving
A Share or Revolving B Share, as applicable, of such Borrowing
before 12:00 p.m. (Chicago, Illinois time) on the date of such
Borrowing in immediately available funds to the Administrative
Agent at its Applicable Lending Office on the date of such
Borrowing or such other location as the Administrative Agent may
specify by notice to the Lenders.  After the Administrative
Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the
Administrative Agent will promptly make such funds available to
the applicable Borrower not later than 2:00 p.m. (Chicago,
Illinois time) at such account as such Borrower shall specify in
writing to the Administrative Agent.

        (b) Conversions and Continuations.  In order to elect to
Convert or Continue an Advance under this Section, the Company
shall deliver an irrevocable Notice of Conversion or Continuation
to the Administrative Agent at its Applicable Lending Office no
later than (i) 10:00 a.m. (Chicago, Illinois time) at least one
Business Day in advance of such requested Conversion date in the
case of a Conversion of a Eurodollar Advance to a Base Rate
Advance or (ii) 10:00 a.m. (Chicago, Illinois time) at least
three Business Days in advance of such requested Conversion date
in the case of a Conversion into or Continuation of a Eurodollar
Advance to another Eurodollar Advance.  Each such Notice of
Conversion or Continuation shall be in writing or by telex,
telecopier or telephone, confirmed promptly in writing specifying
(A) the requested Conversion or Continuation date (which shall be
a Business Day), (B) the amount, Type, and Class of the Advance
to be Converted or Continued, (C) whether a Conversion or
Continuation is requested, and if a Conversion, into what Type of
Advance, and (D) in the case of a Conversion to, or a
Continuation of, a Eurodollar Advance, the requested Interest
Period.  Promptly after receipt of a Notice of Conversion or
Continuation under this paragraph, the Administrative Agent shall
provide each Lender with a copy thereof and, in the case of a
Conversion to or a Continuation of a Eurodollar Advance, notify
each Lender of the interest rate under Sections 2.06(b).  The
portion of Advances comprising part of the same Borrowing that
are converted to Advances of another Type shall constitute a new
Borrowing.  Notwithstanding anything in this Agreement to the
contrary, Conversions of Eurodollar Advances may only be made at
the end of the applicable Interest Period for such Advances;
provided, however, that Conversions of Base Rate Advances may be
made at any time.

        (c) Certain Limitations.  Notwithstanding anything in
paragraphs (a) and (b) above:

                (i) at no time shall there be more than (A) five
        Interest Periods applicable to outstanding Eurodollar
        Advances which are Revolving B Advances and (B) five
        Interest Periods applicable to outstanding Eurodollar
        Advances which are Revolving A Advances;

                (ii) (A) if any Lender shall, at least one Business Day
        before the date of any requested Borrowing, notify the
        Administrative Agent that the introduction of or any change
        in or in the interpretation of any law or regulation makes
        it unlawful, or that any central bank or other Governmental
        Authority asserts that it is unlawful, for such Lender or
        any of its Applicable Lending Offices to perform its
        obligations under this Agreement to make Eurodollar
        Advances, or to fund or maintain Eurodollar Advances, the
        right of the Company to select Eurodollar Advances from such
        Lender for such Borrowing or for any subsequent Borrowing
        shall be suspended until such Lender shall notify the
        Administrative Agent that the circumstances causing such
        suspension no longer exist, and such Lender's Advance for
        such Borrowing shall be a Base Rate Advance and (B) such
        Lender agrees to use commercially reasonable efforts
        (consistent with its internal policies and legal and
        regulatory restrictions) to designate a different Applicable
        Lending Office if the making of such designation would avoid
        the effect of this paragraph and would not, in the
        reasonable judgment of such Lender, be otherwise
        disadvantageous to such Lender;

                (iii) if the Administrative Agent is unable to determine
        the Eurodollar Reference Rate for any requested Borrowing
        and the Administrative Agent gives telephonic or telecopy
        notice thereof to the Company as soon as practicable, the
        right of the Company to select Eurodollar Advances for such
        Borrowing or for any subsequent Borrowing and the obligation
        of the Lenders to make such Eurodollar Advances shall be
        suspended until the Administrative Agent shall notify the
        Company and the Lenders that the circumstances causing such
        suspension no longer exist, and each Advance comprising such
        Borrowing shall be a Base Rate Advance;

                (iv) if the Majority Lenders shall, by 11:00 a.m.
        (Chicago, Illinois time) at least one Business Day before
        the date of any requested Borrowing, notify the
        Administrative Agent that the Eurodollar Reference Rate will
        not adequately reflect the cost to such Lenders of making or
        funding their respective Eurodollar Advances and the
        Administrative Agent gives telephonic or telecopy notice
        thereof to the Company as soon as practicable, the right of
        the Borrowers to select Eurodollar Advances for such
        Borrowing or for any subsequent Borrowing and the obligation
        of the Lenders to make Eurodollar Advances shall be
        suspended until the Administrative Agent shall notify the
        Company and the Lenders that the circumstances causing such
        suspension no longer exist, and each Advance comprising such
        Borrowing shall be a Base Rate Advance;

                (v) if the Company shall fail to select the duration
        or Continuation of any Interest Period for any Eurodollar
        Advances in accordance with the provisions contained in the
        definition of "Interest Period" in Section 1.01 and
        paragraphs (a) and (b) above or shall fail to deliver a
        Notice of Conversion or Continuation or to specify the Type
        of Eurodollar Advance in a Notice of Conversion or
        Continuation, the Administrative Agent will forthwith so
        notify the Company and the Lenders and such Advances will be
        made available to the Borrowers on the date of such
        Borrowing and will have an Interest Period of one month; and

                (vi) no Advance may be Converted or Continued as a
        Eurodollar Advance at any time when a Default has occurred
        and is continuing.

        (d) Notices Irrevocable.  Each Notice of Borrowing and
Notice of Conversion or Continuation delivered by a Borrower
shall be irrevocable and binding on the Borrowers.  In the case
of any Borrowing which the related Notice of Borrowing or Notice
of Conversion or Continuation specifies is to be comprised of
Eurodollar Advances, the Company shall indemnify each Lender
against any loss, out-of-pocket cost or expense actually incurred
by such Lender as a result of any failure to fulfill on or before
the date specified in such Notice of Borrowing or such Notice of
Conversion or Continuation for such Borrowing the applicable
conditions set forth in Article III, including, without
limitation, any loss, cost or expense actually incurred by reason
of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such
Lender as part of such Borrowing when such Advance, as a result
of such failure, is not made on such date.

        (e) Administrative Agent Reliance.  Unless the
Administrative Agent shall have received notice from a Lender
before any Borrowing Date that such Lender will not make
available to the Administrative Agent such Lender's Revolving A
Share or Revolving B Share, as applicable, of any Borrowing, the
Administrative Agent may assume that such Lender has made its
Revolving A Share or Revolving B Share, as applicable, of such
Borrowing available to the Administrative Agent on the Borrowing
Date in accordance with paragraph (a) of this Section 2.02 and
the Administrative Agent may, in reliance upon such assumption,
make available to the applicable Borrower on such Borrowing Date
a corresponding amount.  If and to the extent that such Lender
shall not have so made its Revolving A Share or Revolving B
Share, as applicable, of such Borrowing available to the
Administrative Agent, such Lender shall pay to the Administrative
Agent, on demand, such amount with interest thereon at a rate per
annum equal to the daily average Federal Funds Effective Rate for
the period until such Lender makes such amount immediately
available to the Administrative Agent.  If such Lender shall
repay to the Administrative Agent such corresponding amount and
interest as provided above, such corresponding amount so repaid
shall constitute such Lender's Advance as part of such Borrowing
for purposes of this Agreement even though not made on the same
day as the other Advances comprising such Borrowing.  If such
Lender's Advance as part of such Borrowing is not made available
by such Lender within three Business Days of the Borrowing Date,
the applicable Borrower shall repay such Lender's share of such
Borrowing (together with interest thereon at the interest rate
applicable during such period to Advances comprising such
Borrowing) to the Administrative Agent not later than three
Business Days after receipt of written notice from the
Administrative Agent specifying such Lender's share of such
Borrowing that was not made available to the Administrative
Agent.

        (f) Lender Obligations Several.  The failure of any Lender
to make the Advance to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, to
make its Advance on the Borrowing Date.  No Lender shall be
responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on any Borrowing Date.

        (g) Notes.  The indebtedness of each Borrower to each
Lender resulting from Revolving A Advances and the Revolving B
Advances owing to such Lender shall be evidenced by the Revolving
A Note and the Revolving B Note, respectively, of the applicable
Borrower payable to the order of such Lender.  The indebtedness
of the Company to the Swingline Bank resulting from Swingline
Advances owing to the Swingline Bank shall be evidenced by the
Swingline Note.

        Section 2.03 Fees.

        (a) Revolving A Commitment Fees.  The Company agrees to pay
to the Administrative Agent for the account of each Lender having
a Revolving A Commitment a commitment fee on the average daily
amount by which such Lender's Revolving A Commitment exceeds the
sum of (i) the aggregate principal amount of such Lender's
outstanding Revolving A Advances and (ii) its participation share
of the Letter of Credit Exposure, from the Original Closing Date
until the Revolving A Maturity Date at the Applicable Margin for
Revolving Commitment Fees.  The fees payable pursuant to this
clause (a) are due quarterly in arrears on the last Business Day
of each March, June, September, and December commencing June 30,
2002 and on the Revolving A Maturity Date.  For purposes of
calculating the commitment fee hereunder, the Letter of Credit
Exposure for any Letters of Credit issued in a currency other
than Dollars shall be at any time the Dollar Amount of such
Letter of Credit Exposure as determined on the most recent
Computation Date with respect to such Letter of Credit.

        (b) Revolving B Commitment Fees.  The Company agrees to pay
to the Administrative Agent for the account of each Lender having
a Revolving B Commitment a commitment fee on the average daily
amount by which such Lender's Revolving B Commitment exceeds the
aggregate principal amount of such Lender's outstanding Revolving
B Advances from the Effective Date until the Revolving B Maturity
Date at the Applicable Margin for Revolving Commitment Fees.  The
fees payable pursuant to this clause (b) are due quarterly in
arrears on the last Business Day of each March, June, September,
and December commencing June 30, 2002 and on the Revolving B Loan
Maturity Date.

        (c) Agent's Fees.  The Company agrees to pay to the
Administrative Agent and the Arranger the agent's and arranger's
fees as separately agreed upon by the Company and the
Administrative Agent in the letter agreement dated December 10,
1999 from the Arranger and Bank One to the Company on the dates
required by such letter.

        (d) Letter of Credit Fees.  The Company agrees to pay
(i) to the Administrative Agent for the pro rata benefit of each
Lender having a Revolving A Commitment for each Letter of Credit
that is a Financial Letter of Credit and each Letter of Credit
that is a Performance Letter of Credit issued for its account, a
fee per annum equal to the Applicable Margin for such type of
Letter of Credit; provided that, after the occurrence and during
the continuance of an Event of Default, the applicable fee rate
on such Letters of Credit shall be the Applicable Margin for such
Letter of Credit plus 2% per annum and (ii) to such Issuing Bank,
a fee for each Letter of Credit issued for its account in an
amount per annum to be agreed upon between the Borrower and such
Issuing Bank.  Each such fee shall be based on the Dollar Amount
of the maximum amount available to be drawn under such Letter of
Credit from the date of issuance of the Letter of Credit until
its expiration date and shall be payable quarterly in arrears on
the last Business Day of each March, June, September, and
December commencing June 30, 2002 and on its expiration date.  In
addition, the Company agrees to pay to such Issuing Bank all
customary transaction costs and fees charged by such Issuing Bank
in connection with the issuance of a Letter of Credit for the
Borrower's account, such costs and fees to be due and payable on
the date specified by such Issuing Bank in the invoice for such
costs and fees.

        Section 2.04 Reduction of the Commitments.  The Company
shall have the right, upon at least five days' irrevocable notice
to the Administrative Agent, to terminate in whole or reduce
ratably in part the unused portion of the Revolving A Commitments
or Revolving B Commitments; provided that each partial reduction
of Revolving A Commitments or Revolving B Commitments shall be in
the minimum aggregate amount of $5,000,000.00 and in integral
multiples of $1,000,000.00 in excess thereof (or such lesser
amount as may then be outstanding); and provided further that the
aggregate amount of the Revolving A Commitments or Revolving B
Commitments may not be reduced below the aggregate principal
amount of the outstanding Revolving A Advances or Revolving B
Advances.  Any reduction or termination of the Revolving A
Commitments or Revolving B Commitments pursuant to this
Section 2.04 shall be permanent, with no obligation of the
Lenders to reinstate such Revolving A Commitments or Revolving B
Commitments and the commitment fees provided for in
Section 2.03(a) shall thereafter be computed on the basis of the
Revolving A Commitments or Revolving B Commitments as so reduced.
The Administrative Agent shall give each Lender prompt notice of
any commitment reduction or termination.

        Section 2.05 Repayment.

        (a) Revolving A Advances.  Each Borrower shall repay the
outstanding principal amount of each Revolving A Advance made to
it on the Revolving A Maturity Date.

        (b) Revolving B Advances. Each Borrower shall repay the
outstanding principal amount of each Revolving B Advance made to
it on the Revolving B Maturity Date.

        Section 2.06 Interest.  The Borrowers shall pay interest
on the unpaid principal amount of each Advance made by each
Lender to it from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

        (a) Base Rate Advances.  If such Advance is a Base Rate
Advance, a rate per annum equal at all times to the lesser of
(i) the Alternate Base Rate in effect from time-to-time plus the
Applicable Margin and (ii) the Maximum Rate, payable in arrears
on the last Business Day of each calendar month and on the date
such Base Rate Advance shall be paid in full; provided that,
after the occurrence and during the continuance of an Event of
Default, such Advance shall bear interest at a rate per annum
equal at all times to the lesser of (i) the Alternate Base Rate
in effect from time-to-time plus the Applicable Margin plus 2%
and (ii) the Maximum Rate.

        (b) Eurodollar Advances.  If such Advance is a Eurodollar
Advance, a rate per annum equal at all times during the Interest
Period for such Advance to the lesser of (i) the Eurodollar
Reference Rate for such Interest Period plus the Applicable
Margin and (ii) the Maximum Rate, payable on the last day of such
Interest Period, and, in the case of Interest Periods of greater
than three months, on the Business Day which occurs during such
Interest Period 90 days from the first day of such Interest
Period; provided that, after the occurrence and during the
continuance of an Event of Default, such Advance shall bear
interest at a rate per annum equal at all times to the lesser of
(i) the rate required to be paid on such Advance immediately
prior to the occurrence of such Default plus 2% and (ii) the
Maximum Rate.

        (c) Additional Interest on Eurodollar Advances.  The
Company shall pay to each Lender, so long as any such Lender
shall be required under regulations of the Federal Reserve Board
to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional
interest on the unpaid principal amount of each Eurodollar
Advance, from the effective date of such Advance until such
principal amount is paid in full, at an interest rate per annum
equal at all times to the remainder obtained by subtracting
(A) the Eurodollar Reference Rate for the Interest Period for
such Advance from (B) the rate obtained by dividing such
Eurodollar Reference Rate by a percentage equal to 100% minus the
Eurodollar Rate Reserve Percentage of such Lender for such
Interest Period, payable on each date on which interest is
payable on such Advance.  Such additional interest payable to any
Lender shall be determined by such Lender and notified to the
Company through the Administrative Agent (such notice to include
the calculation of such additional interest, which calculation
shall be conclusive in the absence of manifest error, and be
accompanied by any evidence indicating the need for such
additional interest as the Company may reasonably request).

        (d) Usury Recapture.  In the event the rate of interest
chargeable under this Agreement or the Notes at any time
(calculated after giving effect to all items charged which
constitute "interest" under applicable laws, including fees and
margin amounts, if applicable) is greater than the Maximum Rate,
the unpaid principal amount of the Notes shall bear interest at
the Maximum Rate until the total amount of interest paid or
accrued on the Notes equals the amount of interest which would
have been paid or accrued on the Notes if the stated rates of
interest set forth in this Agreement had at all times been in
effect.

        In the event, upon payment in full of the Notes, the total
amount of interest paid or accrued under the terms of this
Agreement and the Notes is less than the total amount of interest
which would have been paid or accrued if the rates of interest
set forth in this Agreement had, at all times, been in effect,
then each Borrower shall, to the extent permitted by applicable
law, pay the Administrative Agent for the account of the Lenders
an amount equal to the difference between (i) the lesser of
(A) the amount of interest which would have been charged on its
Notes if the Maximum Rate had, at all times, been in effect and
(B) the amount of interest which would have accrued on its Notes
if the rates of interest set forth in this Agreement had at all
times been in effect and (ii) the amount of interest actually
paid under this Agreement on its Notes.

In the event the Lenders ever receive, collect or apply as
interest any sum in excess of the Maximum Rate, such excess
amount shall, to the extent permitted by law, be applied to the
reduction of the principal balance of the Notes, and if no such
principal is then outstanding, such excess or part thereof
remaining shall be paid to the Borrowers.

        Section 2.07 Prepayments.

        (a) Right to Prepay.  The Borrowers shall have no right to
prepay any principal amount of any Advance except as provided in
this Section 2.07.

        (b) Optional.  A Borrower may elect to prepay any of the
Advances owing by it to the Lenders, after giving prior written
notice of such election by (i) 10:00 a.m. (Chicago, Illinois
time) five days before such prepayment date in the case of
Borrowings which are comprised of Eurodollar Advances, and (ii)
10:00 a.m. (Chicago, Illinois time) on the Business Day of such
prepayment, in case of Borrowings which are comprised of Base
Rate Advances, in each case to the Administrative Agent stating
the proposed date and aggregate principal amount of such
prepayment and the Type of Advances to be prepaid.  If any such
notice is given, the Administrative Agent shall give prompt
notice thereof to each Lender and such Borrower shall prepay
Advances comprising part of the same Borrowing in whole or
ratably in part in an aggregate principal amount equal to the
amount specified in such notice, together with accrued interest
to the date of such prepayment on the principal amount prepaid
and amounts, if any, required to be paid pursuant to Section 2.08
as a result of such prepayment being made on such date; provided,
however, that each partial prepayment shall be in an aggregate
principal amount not less than $5,000,000.00 and in integral
multiples of $1,000,000.00 in excess thereof (or such lesser
amount as may then be outstanding).

        (c) Mandatory.

                (i) On any date on which the outstanding principal
        amount of the Revolving A Advances plus the Letter of Credit
        Exposure plus the outstanding principal amount of the
        Swingline Advances exceeds the aggregate Revolving A
        Commitments, the Company agrees to make a mandatory
        prepayment of the Revolving A Advances in the amount of such
        excess.

                (ii) On any date on which the outstanding principal
        amount of the Revolving B Advances exceeds the aggregate
        Revolving B Commitments, the Company agrees to make a
        mandatory prepayment of the Revolving B Advances in the
        amount of such excess.

                (iii) Each prepayment pursuant to this Section 2.07(c)
        shall be accompanied by accrued interest on the amount
        prepaid to the date of such prepayment and amounts, if any,
        required to be paid pursuant to Section 2.08 as a result of
        such prepayment being made on such date.

        (d) Illegality.  If any Lender shall notify the
Administrative Agent and the Company that the introduction of or
any change in or in the interpretation of any law or regulation
makes it unlawful, or that any central bank or other Governmental
Authority asserts that it is unlawful for such Lender or its
Applicable Lending Office to perform its obligations under this
Agreement or to make or maintain Eurodollar Advances then
outstanding hereunder, the applicable Borrower shall, no later
than 10:00 a.m. (Chicago, Illinois time) (A) if not prohibited by
law or regulation to maintain such Eurodollar Advances for the
duration of the Interest Period, on the last day of the Interest
Period for each outstanding Eurodollar Advance or (B) if
prohibited by law or regulation to maintain such Eurodollar
Advances for the duration of the Interest Period, on the second
Business Day following its receipt of such notice, prepay all
Eurodollar Advances of all of the Lenders then outstanding,
together with accrued interest on the principal amount prepaid to
the date of such prepayment and amounts, if any, required to be
paid pursuant to Section 2.08 as a result of such prepayment
being made on such date, (ii) each Lender shall simultaneously
make a Base Rate Advance or, if not otherwise prohibited, make an
Eurodollar Advance in an amount equal to the aggregate principal
amount of the affected Eurodollar Advances, and (iii) the right
of the Borrowers to select Eurodollar Advances shall be suspended
until such Lender shall notify Administrative Agent that the
circumstances causing such suspension no longer exist.  Each
Lender agrees to use commercially reasonable efforts (consistent
with its internal policies and subject to legal and regulatory
restrictions) to designate a different Applicable Lending Office
if the making of such designation would avoid the effect of this
paragraph and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.  If the
condition requiring the prepayment under this paragraph shall
continue for such Lender for 90 days, such Lender may be replaced
in accordance with the procedures in Section 2.13.

        (e) Ratable Payments; Effect of Notice.  Each payment of
any Advance pursuant to this Section 2.07 or any other provision
of this Agreement shall be made in a manner such that all
Advances comprising part of the same Borrowing are paid in whole
or ratably in part.  All notices given pursuant to this Section
2.07 shall be irrevocable and binding upon the Borrowers.

        Section 2.08 Funding Losses.  If (a) any payment of
principal of any Eurodollar Advance is made other than on the
last day of the Interest Period for such Advance as a result of
any payment pursuant to Section 2.07 or the acceleration of the
maturity of the Notes pursuant to Article VII or (b) if any
Borrower fails to make a principal or interest payment with
respect to any Eurodollar Advance on the date such payment is due
and payable, such Borrower shall, within 10 days of any written
demand sent by any Lender to the Company through the
Administrative Agent, pay to Administrative Agent for the account
of such Lender any amounts (without duplication of any other
amounts payable in respect of breakage costs) required to
compensate such Lender for any additional losses, out-of-pocket
costs or expenses which it may reasonably incur as a result of
such payment or nonpayment, including, without limitation, any
loss, cost or expense actually incurred by reason of the
liquidation or reemployment of deposits or other funds acquired
by any Lender to fund or maintain such Advance.

        Section 2.09 Increased Costs.

        (a) Eurodollar Advances.  If, due to either (i) the
introduction of or any change (other than any change by way of
imposition or increase of reserve requirements included in the
Eurodollar Rate Reserve Percentage) in or in the interpretation
of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall
be any increase in the cost to any Lender of agreeing to make or
making, funding, or maintaining Eurodollar Advances or
participating in the Letter of Credit Exposure or to any Issuing
Bank for issuing a Letter of Credit, then the Company shall from
time-to-time, upon demand by such Lender or such Issuing Bank
(with a copy of such demand to the Administrative Agent),
immediately pay to Administrative Agent for the account of such
Lender or such Issuing Bank additional amounts (without
duplication of any other amounts payable in respect of increased
costs) sufficient to compensate such Lender for such increased
cost; provided, however, that, before making any such demand,
each Lender and each Issuing Bank agrees to use commercially
reasonable efforts (consistent with its internal policy and
subject to legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of,
such increased cost and would not, in the reasonable judgment of
such Lender or such Issuing Bank, be otherwise economically
disadvantageous to such Lender or such Issuing Bank.  A
certificate indicating the amount of such increased cost and
detailing the calculation of such cost shall be submitted by such
Lender or such Issuing Bank to the Company and the Administrative
Agent and shall be conclusive and binding for all purposes,
absent manifest error.

        (b) Capital Adequacy.  If any Lender or Issuing Bank
determines in good faith that compliance with any law or
regulation or any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of
law) implemented or effective after the Original Closing Date
affects or would affect the amount of capital required or
expected to be maintained by such Lender or such Issuing Bank or
any corporation controlling such Lender or such Issuing Bank and
that the amount of such capital is increased by or based upon the
existence of such Lender's or such Issuing Bank's commitment to
lend, commitment to issue a Letter of Credit, or other
commitments of this type, then, upon demand by such Lender or
such Issuing Bank (with a copy of any such demand to the
Administrative Agent), the Company shall immediately pay to
Administrative Agent for the account of such Lender or such
Issuing Bank as the case may be, from time-to-time as specified
by such Lender or such Issuing Bank, additional amounts (without
duplication of any other amounts payable in respect of increased
costs) sufficient to compensate such Lender or such Issuing Bank,
in light of such circumstances, with respect to such Lender or
such Issuing Bank, to the extent that such Lender or such Issuing
Bank reasonably determines such increase in capital to be
allocable to the existence of such Lender's or such Issuing
Bank's commitment to lend or issue a Letter of Credit under this
Agreement.  A certificate as to such amount and detailing the
calculation of such costs shall be submitted to the Company by
such Lender or such Issuing Bank, such certificate to be
conclusive and binding for all purposes, absent manifest error.

        Section 2.10 Payments and Computations.

        (a) Payments Generally.  Except as provided in Section
2.15(a) and (e), all payments of principal, interest, fees, and
other amounts to be made by the Borrowers under this Agreement
and the other Credit Documents shall be made to the
Administrative Agent in Dollars at its office in New York or such
other office as it designates to the Company in immediately
available funds, without setoff, deduction, or counterclaim.

        (b) Payment Procedures.  The Borrowers shall make each
payment under this Agreement and under their respective Notes not
later than 12:00 p.m. (local time) on the day when due to the
Administrative Agent at the Administrative Agent's address
specified in Section 10.02 (or such other location as the
Administrative Agent shall designate in writing to the Borrower).
The Administrative Agent will promptly thereafter, and in any
event prior to the close of business on the day any timely
payment is made, cause to be distributed like funds relating to
the payment of principal, interest or fees ratably (other than
amounts payable solely to the Administrative Agent, or a specific
Lender pursuant to Section 2.03(b), 2.03(c), 2.08, 2.09, or 2.11,
but after taking into account payments effected pursuant to
Section 10.04) (i) before the acceleration of the Advances
pursuant to Section 7.02 or 7.03, (A) in the case of payments in
respect of Revolving A Advances in accordance with each Lender's
Revolving A Share, and (B) in the case of payments in respect of
Revolving B Advances, in accordance with each Lender's Revolving
B Share and (ii) after the acceleration of the Advances pursuant
to Section 7.02 or 7.03, in accordance with each Lender's Pro
Rata Share to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender
for the account of its Applicable Lending Offices, in each case
to be applied in accordance with the terms of this Agreement.
All payments owing in respect of Advances made or Letters of
Credit issued in one currency (including, without limitation,
interest, principal, commitment fees and letter of credit fees)
shall be paid or repaid, as the case may be, in the same currency
as such Advance or Letter of Credit, as applicable.

        (c) Computations.  All computations of interest based on
the Corporate Base Rate shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be,
and all computations of interest based on the Federal Funds
Effective Rate, the Eurodollar Reference Rate and of fees shall
be made by the Administrative Agent, on the basis of a year of
360 days, in each case for the actual number of days (including
the first day, but excluding the last day) occurring in the
period for which such interest or fees are payable.  Each
determination by the Administrative Agent of an interest rate
shall be conclusive and binding for all purposes, absent manifest
error.

        (d) Non-Business Day Payments.  Whenever any payment shall
be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.

        (e) Agent Reliance.  Unless the Administrative Agent shall
have received written notice from a Borrower prior to the date on
which any payment is due to the Lenders that such Borrower will
not make such payment in full, the Administrative Agent may
assume that such Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to
each Lender on such date an amount equal to the amount then due
to such Lender.  If and to the extent a Borrower shall not have
so made such payment in full to Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Lender, together with interest, for
each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Effective Rate for
such day.

        Section 2.11 Taxes.

        (a) No Deduction for Certain Taxes.  Any and all payments
by the Borrowers shall be made, in accordance with Section 2.10,
free and clear of and without deduction for any and all present
or future taxes, levies, imposts, deductions, charges or
withholdings and all liabilities with respect thereto, excluding
(i) in the case of each Lender and the Administrative Agent,
taxes imposed on its income, and franchise taxes imposed on it by
the jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or any
political subdivision of the jurisdiction and (ii) any taxes
imposed by the United States of America by means of withholding
at the source if and to the extent that such taxes shall be in
effect and shall be applicable, on the Original Closing Date (or,
in the case of a Lender which becomes a party to this Agreement
after the Original Closing Date, on the date such Lender becomes
a party to this Agreement), to payments to be made to such Lender
or the Administrative Agent (all such nonexcluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes") and, in the case of each
Lender, Taxes by the jurisdiction of such Lender's Applicable
Lending Office or any political subdivision of such jurisdiction.
If a Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as
may be necessary so that, after making all required deductions,
such Lender or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no
such deductions been made; provided, however, that if a
Borrower's obligation to deduct or withhold Taxes is caused
solely by such Lender's or Administrative Agent's failure to
provide the forms described in paragraph (e) of this Section 2.11
and such Lender or Administrative Agent could have provided such
forms, no such increase shall be required; (ii) such Borrower
shall make such deductions; and (iii) such Borrower shall pay the
full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

        (b) Other Taxes.  In addition, each Borrower agrees to pay
any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies which arise
from any payment made or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement,
the Notes, or the other Credit Documents (hereinafter referred to
as "Other Taxes").

        (c) Indemnification.  Each Borrower indemnifies each Lender
and the Administrative Agent for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other
Taxes imposed by any jurisdiction on amounts payable under this
Section 2.11) paid by such Lender or the Administrative Agent (as
the case may be) and any liability (including interest and
expenses) arising therefrom or with respect thereto (whether or
not such Taxes or Other Taxes were correctly or legally
asserted), in either case, attributable to such Borrower.  Each
payment required to be made by a Borrower in respect of this
indemnification shall be made to the Administrative Agent for the
benefit of any party claiming such indemnification within 30 days
from the date such Borrower receives written demand detailing the
calculation of such amounts therefor from Administrative Agent on
behalf of itself as Administrative Agent or any such Lender.  If
any Lender or the Administrative Agent receives a refund in
respect of any taxes paid by a Borrower under this paragraph (c),
such Lender or Administrative Agent, as the case may be, shall
promptly pay to such Borrower its share of such refund.

        (d) Evidence of Tax Payments.  Each Borrower will pay prior
to delinquency all Taxes payable in respect of any payment.
Within 30 days after the date of any payment of Taxes, such
Borrower will furnish to the Administrative Agent, at its address
referred to in Section 10.02, the original or a certified copy of
a receipt evidencing payment of such Taxes.

        (e) Foreign Lender Withholding Exemption.  Each Lender that
is not incorporated under the laws of the United States of
America or a state thereof agrees that it will deliver to the
Company and the Administrative Agent on the Original Closing Date
or upon, the effectiveness of any Assignment and Acceptance
(i) two duly completed copies of United States Internal Revenue
Service Form 1001 or 4224 or successor applicable form, as the
case may be, certifying in each case that such Lender is entitled
to receive payments under this Agreement and the Notes payable to
it, without deduction or withholding of any United States federal
income taxes, (ii) if applicable, an Internal Revenue Service
Form W-8 or W-9 or successor applicable form, as the case may be,
to establish an exemption from United States backup withholding
tax, and (iii) any other governmental forms which are necessary
or required under an applicable tax treaty or otherwise by law to
reduce or eliminate any withholding tax, which have been
reasonably requested by a Borrower.  Each Lender which delivers
to the Company and the Administrative Agent a Form 1001 or 4224
and Form W-8 or W-9 pursuant to the preceding sentence further
undertakes to deliver to the Company and the Administrative Agent
two further copies of Form 1001 or 4224 and Form W-8 or W-9, or
successor applicable forms, or other manner of certification, as
the case may be, on or before the date that any such form expires
or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered
by it to the Company and the Administrative Agent, and such
extensions or renewals thereof as may reasonably be requested by
the Company and the Administrative Agent certifying in the case
of a Form 1001 or 4224 that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of
any United States federal income taxes.  If an event (including
without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any delivery required by the
preceding sentence would otherwise be required which renders all
such forms inapplicable or which would prevent any Lender from
duly completing and delivering any such form with respect to it
and such Lender advises the Company and the Administrative Agent
that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax, and
in the case of a Form W-8 or W-9, establishing an exemption from
United States backup withholding tax, such Lender shall not be
required to deliver such forms.  Each Borrower shall withhold tax
at the rate and in the manner required by the laws of the United
States with respect to payments made to a Lender failing to
timely provide the requisite Internal Revenue Service forms and
shall not be required to pay any additional amounts pursuant to
paragraph (a) or indemnify a Lender pursuant to paragraph (c)
with respect to such withheld tax.

        (f) Repayment under Certain Circumstances.  If a Borrower
is required by any law or regulation to make any deduction or
withholding from any sum payable by it under this Agreement and
is prevented by law from fulfilling the related gross-up
obligation, upon written notice to such Borrower from the
Administrative Agent (which shall give such notice if, and only
if, so requested by any Lender) the relevant Advances shall be
repaid within 30 days of the date such notice is received by such
Borrower together with accrued interest and any amounts owing
under Section 2.08.

        (g) Mitigation.  Each Lender shall use its best efforts
(consistent with its internal policies and legal and regulatory
restrictions) to select a jurisdiction for its Applicable Lending
Office or change the jurisdiction of its Applicable Lending
Office, as the case may be, so as to avoid the imposition of any
Taxes or Other Taxes or to eliminate the amount of any such
additional amounts which may thereafter accrue; provided that no
such selection or change of the jurisdiction for its Applicable
Lending Office shall be made if, in the reasonable judgment of
such Lender, such selection or change would be disadvantageous to
such Lender.

        Section 2.12 Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off or otherwise) on account of
the Advances made by it in excess of its Pro Rata Share,
Revolving Share, or Term Share, as applicable, of payments on
account of the Advances or Letter of Credit Obligations obtained
by all the Lenders, such Lender shall notify the Administrative
Agent and forthwith purchase from the other Lenders such
participations in the Advances made by them or Letter of Credit
Obligations held by them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably in
accordance with the requirements of this Agreement with each of
them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase
price to the extent of such Lender's ratable share (according to
the proportion of (a) the amount of the participation sold by
such Lender to the purchasing Lender as a result of such excess
payment to (b) the total amount of such excess payment) of such
recovery, together with an amount equal to such Lender's ratable
share (according to the proportion of (a) the amount of such
Lender's required repayment to the purchasing Lender to (b) the
total amount of all such required repayments to the purchasing
Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.
Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.12
may, to the fullest extent permitted by law, unless and until
rescinded as provided above, exercise all its rights of payment
(including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor
of such Borrower in the amount of such participation.

        Section 2.13 Lender Replacement.  If any Lender has
notified the Company and the Administrative Agent of its
incurring additional costs under Section 2.09 or has required the
Borrower to make payment for taxes under Section 2.11(a) (other
than payments in respect of Mexican Taxes), then the Company may,
unless such Lender has notified the Company and the
Administrative Agent that the circumstances giving rise to such
notice no longer apply or a Default exists, terminate, in whole
but not in part, the Revolving A Commitment or Revolving B
Commitment of any such Lender (other than the Administrative
Agent) (the "Terminated Lender") and repay the Advances of such
Lender at any time upon five Business Days prior written notice
to the Terminated Lender and the Administrative Agent (such
notice referred to herein as a "Notice of Termination").  In
order to effect the termination of the Revolving A Commitment and
Revolving B Commitment of the Terminated Lender and the repayment
of such Terminated Lender's Advances, the Company shall (i)
obtain an agreement with one or more other Lenders to increase
their Revolving A Commitments and Revolving B Commitments and
accept an assignment of the Terminated Lender's Advances or (ii)
request any one or more other Persons otherwise meeting the
requirements of Section 9.03(a) ("Eligible Assignees") to become
parties to this Agreement in place of such Terminated Lender and
agree to accept a Revolving A Commitment and Revolving B
Commitment in an aggregate amount or amounts equal to the
Revolving A Commitment and Revolving B Commitment held by the
Terminated Lender and accept an assignment of the Terminated
Lender's Advances and (iii) pay all amounts due to the Terminated
Lender pursuant to the provisions of Section 2.09 and 2.11(a);
provided, however, that such one or more Eligible Assignees
selected by the Company must become parties by accepting an
Assignment and Acceptance (the Lenders or other Eligible
Assignees that agree to accept in whole or in part the Revolving
A Commitment and Revolving B Commitment of the Terminated Lender
and accept an assignment of the Terminated Lender's Advances
being referred to herein as the "Replacement Lenders"), such that
the aggregate increased or accepted Revolving A Commitments and
Revolving B Commitments of the Replacement Lenders and Advances
assigned to the Replacement Lenders under clauses (i) and (ii)
above equal to the Revolving A Commitment and Advances and
Revolving B Commitment and Advances of the Terminated Lender.
The Notice of Termination shall include the name of the
Terminated Lender, the date the termination will occur (the
"Termination Date"), and the Replacement Lender or Replacement
Lenders to which the Terminated Lender will assign its Revolving
A Commitment and Advances and Revolving B Commitment and Advances
and, if there will be more than one Replacement Lender, the
portion of the Terminated Lender's Revolving A Commitment and
Advances and Revolving B Commitment and Advances to be assigned
to each Replacement Lender.  On the Termination Date, (i) the
Terminated Lender shall by execution and delivery of an
Assignment and Acceptance assign its Revolving A Commitment and
Advances and Revolving B Commitment and Advances to the
Replacement Lender or Replacement Lenders (pro rata, if there is
more than one Replacement Lender, in proportion to the portion of
the Terminated Lender's Revolving A Commitment and Advances and
Revolving B Commitment and Advances to be assigned to each
Replacement Lender) indicated in the Notice of Termination and
shall assign to the Replacement Lender or Replacement Lenders all
of its rights and obligations under this Agreement, including,
without limitation, each of its Advances then outstanding and
participation interest in Letters of Credit (if any) then
outstanding pro rata at a price equal to the unpaid principal
amount thereon plus interest and fees accrued and unpaid to the
Termination Date, and (ii) the Replacement Lender or Replacement
Lenders will thereupon succeed to and be substitute in all
respects for the Terminated Lender with like effect as if
becoming a Lender pursuant to the terms of Section 9.03.  For
each assignment made under this Section 2.13 the Replacement
Lender shall pay to the Administrative Agent the assignment fee
provided for in Section 9.03(b).  The Company shall be
responsible for payment of all breakage fees associated with
termination and Replacement Lenders, as set forth in Section
2.08.


        Section 2.14 Applicable Lending Offices.  Subject to
subsection 2.01, each Lender may book its Advances at any
Applicable Lending Office selected by such Lender and may change
its Applicable Lending Office from time to time.  All terms of
this Agreement shall apply to any such Applicable Lending Office
and the Advances and Notes issues hereunder shall be deemed held
by each Lender for the benefit of such Applicable Lending Office.
Each Lender may, by written notice to the Administrative Agent
and the Company designate replacement or additional Applicable
Lending Offices through which Advances will be made by it and for
whose account repayments are to be made.

        Section 2.15 Letters of Credit.

        (a) Issuance.  From time-to-time from the Original Closing
Date until 30 days before the Revolving A Maturity Date, at the
request of a Borrower, any Issuing Bank shall, on the terms and
conditions hereinafter set forth, issue, increase, or extend the
expiration date of Letters of Credit for the account of the
Company or any of its Subsidiaries on any Business Day.  No
Letter of Credit will be issued, increased, or extended:

                (i) if such issuance, increase, or extension would
        cause (A) the Letter of Credit Exposure to exceed (B) the
        lesser of (1) $75,000,000.00 and (2)(I) the aggregate
        Revolving A Commitments minus (II) the sum of the aggregate
        outstanding principal Amount of all Revolving A Advances and
        the aggregate outstanding principal amount of the Swingline
        Advances;

                (ii) unless such Letter of Credit, other than a
        Performance Letter of Credit, has an expiration date not
        later than the earlier of (A) one year after the date of
        issuance thereof and (B) five Business Days prior to the
        Revolving A Maturity Date; provided that, any such Letter of
        Credit with a one-year tenor may expressly provide that it
        is renewable at the option of such Issuing Bank for
        additional one-year periods (which shall in no event extend
        beyond the Revolving A Maturity Date); provided that any
        Performance Letter of Credit may have an expiration date not
        later than thirty (30) Business Days prior to the Revolving
        A Maturity Date;

                (iii) unless such Letter of Credit is (A) issued in a
        currency that is an Agreed Currency and (B) is otherwise in
        form and substance acceptable to such Issuing Bank;

                (iv) unless such Borrower has delivered to such Issuing
        Bank a completed and executed request for issuance of letter
        of credit in the form of the attached Exhibit L;

                (v) unless such Borrower or Issuing Bank has delivered
        notice of such request for and issuance of such Letter of
        Credit to the Administrative Agent; and

                (vi) unless such Letter of Credit is governed by the
        Uniform Customs and Practice for Documentary Credits (1993
        Revision), International Chamber of Commerce Publication No.
        500, the International Standby Practices (ISP98),
        International Chamber of Commerce Publication No. 590, or
        any successor to such publication.  If the terms of any
        letter of credit application referred to in the foregoing
        clause (iv) conflicts with the terms of this Agreement, the
        terms of this Agreement shall control.

        (b) Participations.  (i) On the Original Closing Date, the
Issuing Bank at such time shall be deemed to have sold to each
Lender having a Revolving A Commitment and each other Lender
having a Revolving A Commitment shall be deemed to have purchased
from such Issuing Bank a participation equal to such Lender's
Revolving A Share on such date in the Letter of Credit
Obligations with respect to the Existing Letters of Credit and
(ii) upon the date of the issuance or increase of a Letter of
Credit occurring on or after the Original Closing Date, such
Issuing Bank shall be deemed to have sold to each other Lender
and each other Lender shall have been deemed to have purchased
from such Issuing Bank a participation in the related Letter of
Credit Obligations equal to such Lender's Revolving A Share at
such date and such sale and purchase shall otherwise be in
accordance with the terms of this Agreement.  The Issuing Bank
shall promptly notify each such participant Lender by telex,
telephone, or telecopy of each Letter of Credit issued or
increased and the actual dollar amount of such Lender's
participation in such Letter of Credit.

        (c) Reimbursement.  Each Borrower hereby agrees to pay on
demand to any Issuing Bank for the benefit of the Lenders in
respect of each Letter of Credit issued for its account an amount
equal to any amount paid by such Issuing Bank under or in respect
of such Letter of Credit in the currency of such Letter of
Credit.  Notwithstanding the foregoing sentence, if, after the
issuance of a Letter of Credit in any Agreed Currency other than
Dollars, currency control or exchange regulations are imposed in
the country which issues such currency with the result that the
type of currency in which the Letter of Credit was issued (the
"Original Currency") no longer exists or the Borrowers are not
able to make payment to the Administrative Agent for the account
of the Lenders in such Original Currency, then all payments to be
made by the Borrowers hereunder in such currency shall instead be
made when due in Dollars in an amount equal to the Dollar Amount
(as of the date of repayment) of such payment, it being the
intention of the parties hereto that the Borrowers take all risks
of the imposition of any such currency control or exchange
regulations.  In the event any Issuing Bank makes a payment
pursuant to a request for draw presented under a Letter of Credit
and such payment is not promptly reimbursed by the relevant
Borrower upon demand, such Issuing Bank shall give notice of such
failure to pay to the Administrative Agent and the applicable
Lenders, and each Lender having a Revolving A Commitment shall
promptly reimburse such Issuing Bank for such Lender's Revolving
A Share of the Dollar Amount of such payment, and such
reimbursement shall be deemed for all purposes of this Agreement
to constitute a Borrowing comprised of Base Rate Advances to such
Borrower from such Lender.  If such reimbursement is not made by
any Lender to such Issuing Bank on the same day on which such
Issuing Bank shall have made payment on any such draw, such
Lender shall pay interest thereon to such Issuing Bank at a rate
per annum equal to the Federal Funds Effective Rate.  Each
Borrower hereby unconditionally and irrevocably authorizes,
empowers, and directs the Administrative Agent and the Lenders to
record and otherwise treat such payment under a Letter of Credit
not immediately reimbursed by the Borrowers as a Borrowing
comprised of Base Rate Advances.

        (d) Obligations Unconditional.  The obligations of each
Borrower under this Agreement in respect of each Letter of Credit
shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all
circumstances, notwithstanding the following circumstances:

                (i) any lack of validity or enforceability of any
        Letter of Credit Documents;

                (ii) any amendment or waiver of or any consent to
        departure from any Letter of Credit Documents;

                (iii) the existence of any claim, set-off, defense or
        other right which such Borrower may have at any time against
        any beneficiary or transferee of such Letter of Credit (or
        any Persons for whom any such beneficiary or any such
        transferee may be acting), any Issuing Bank, any Lender or
        any other person or entity, whether in connection with this
        Agreement, the transactions contemplated in this Agreement
        or in any Letter of Credit Documents or any unrelated
        transaction;

                (iv) any statement or any other document presented
        under such Letter of Credit proving to be forged,
        fraudulent, invalid or insufficient in any respect or any
        statement therein being untrue or inaccurate in any respect
        to the extent any Issuing Bank would not be liable therefor
        pursuant to the following paragraph (f);

                (v) payment by any Issuing Bank under such Letter of
        Credit against presentation of a draft or certificate which
        does not comply with the terms of such Letter of Credit; or

                (vi) any other circumstance or happening whatsoever,
        whether or not similar to any of the foregoing;
        provided, however, that nothing contained in this paragraph (d)
        shall be deemed to constitute a waiver of any remedies of a
        Borrower in connection with the Letters of Credit.

        (e) Prepayments of Letters of Credit.  In the event that
any Letters of Credit shall be outstanding or shall be drawn and
not reimbursed after the applicable Revolving A Maturity Date,
the Company shall pay to the Administrative Agent an amount equal
to the Letter of Credit Exposure allocable to such Letters of
Credit and in the currency of such Letter of Credit to be held in
the Cash Collateral Account and applied in accordance with
paragraph (g) below.  If currency control or exchange regulations
are imposed in the country which issues such currency with the
result that the Original Currency no longer exists or the
Borrowers are not able to make payment to the Administrative
Agent for the account of the Lenders in such Original Currency,
then all payments to be made by the Borrowers hereunder in such
currency shall instead be made when due in Dollars in an amount
equal to the Dollar Amount (as of the date of repayment) of such
payment, it being the intention of the parties hereto that the
Borrowers take all risks of the imposition of any such currency
control or exchange regulations.

        (f) Liability of Issuing Bank.  Each Borrower assumes all
risks of the acts or omissions of any beneficiary or transferee
of any Letter of Credit with respect to its use of such Letter of
Credit.  Neither any Issuing Bank nor any of its officers or
directors shall be liable or responsible for:

                (i) the use which may be made of any Letter of Credit
        or any acts or omissions of any beneficiary or transferee in
        connection therewith;

                (ii) the validity, sufficiency or genuineness of
        documents, or of any endorsement thereon, even if such
        documents should prove to be in any or all respects invalid,
        insufficient, fraudulent or forged;

                (iii) payment by any Issuing Bank against presentation
        of documents which do not comply with the terms of a Letter
        of Credit, including failure of any documents to bear any
        reference or adequate reference to the relevant Letter of
        Credit; or

                (iv) any other circumstances whatsoever in making or
        failing to make payment under any Letter of Credit
        (including any Issuing Bank's own negligence),
        except that such Borrower shall have a claim against any Issuing
        Bank, and such Issuing Bank shall be liable to, and shall
        promptly pay to, such Borrower, to the extent of any direct, as
        opposed to consequential, damages suffered by such Borrower which
        such Borrower proves were caused by (A) such Issuing Bank's
        willful misconduct or gross negligence in determining whether
        documents presented under a Letter of Credit comply with the
        terms of such Letter of Credit or (B) such Issuing Bank's willful
        failure to make lawful payment under any Letter of Credit after
        the presentation to it of a draft and certificate strictly
        complying with the terms and conditions of such Letter of Credit.

                In furtherance and not in limitation of the foregoing,
any Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

        (g) Cash Collateral Account.

                (i) If a Borrower is required to deposit funds in the
        Cash Collateral Account pursuant to Sections 2.15(e),
        7.02(b) or 7.03(b), then such Borrower and the
        Administrative Agent shall establish the Cash Collateral
        Account and such Borrower shall execute any documents and
        agreements, including the Administrative Agent's standard
        form assignment of deposit accounts, that the Administrative
        Agent requests in connection therewith to establish the Cash
        Collateral Account and grant the Administrative Agent an
        Acceptable Security Interest in such account and the funds
        therein.  The Company hereby pledges to the Administrative
        Agent and grants the Administrative Agent a security
        interest in the Cash Collateral Account, whenever
        established, all funds held in the Cash Collateral Account
        from time to time, and all proceeds thereof as security for
        the payment of the Obligations.

                (ii) Funds held in the Cash Collateral Account shall be
        held as cash collateral for obligations with respect to
        Letters of Credit and promptly applied by the Administrative
        Agent at the request of such Issuing Bank to any
        reimbursement or other obligations under Letters of Credit
        that exist or occur.  To the extent that any surplus funds
        are held in the Cash Collateral Account above the Letter of
        Credit Exposure during the existence of an Event of  Default
        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 any
        Obligations in any manner directed by the Majority Lenders.
        If no Event of Default exists, the Administrative Agent
        shall release to the Company at the Company's written
        request any funds held in the Cash Collateral Account above
        the amounts required by Section 2.15(e) or otherwise.

                (iii) Funds held in the Cash Collateral Account shall be
        invested in Liquid Investments maintained with, and under
        the sole dominion and control of, the Administrative Agent
        or in another investment if mutually agreed upon by the
        Borrower and the Administrative Agent, but the
        Administrative Agent shall have no other obligation to make
        any other investment of the funds therein.  The
        Administrative Agent shall exercise reasonable care in the
        custody and preservation of any funds held in the Cash
        Collateral Account and shall be deemed to have exercised
        such care if such funds are accorded treatment substantially
        equivalent to that which the Administrative Agent accords
        its own property, it being understood that the
        Administrative Agent shall not have any responsibility for
        taking any necessary steps to preserve rights against any
        parties with respect to any such funds.

        (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 a "Computation Date"
with respect to each Letter of Credit for which a Dollar Amount
is determined on or as of such day.


                                ARTICLE III

                            CONDITIONS PRECEDENT

        Section 3.01 Conditions Precedent to Effectiveness.  This
Agreement shall become effective, and the Existing Credit
Agreement shall be amended and restated in accordance with the
terms of this Agreement, on the date that the following
conditions precedent have been satisfied:

        (a) Documentation.  On or before the Effective Date, the
Administrative Agent and the Lenders shall have received the
following, each dated on or before such day, in form and
substance satisfactory to the Administrative Agent and the
Majority Lenders:

                (i) this Agreement, executed by the Borrowers,
        Majority Lenders and the Administrative Agent, and all
        attached Exhibits and Schedules;

                (ii) a Reaffirmation of the Guaranties described in
        Part I of Schedule 3.01(a)(iv) executed by the Guarantors
        parties thereto;

                (iii) a Reaffirmation of the Pledge Agreements described
        in Schedule 3.01(a)(v) executed by the debtors and secured
        party parties thereto;

                (iv) a Reaffirmation of the Security Agreements
        executed by the debtors and secured party parties thereto;

                (v) certificates from a Responsible Officer of the
        Company stating that (A) all representations and warranties
        of the Loan Parties set forth in the Credit Documents are
        true and correct in all material respects; (B) no Default
        has occurred and is continuing; and (C) the conditions in
        this Section 3.01 have been met;

                (vi) certificates from the secretary of the Company
        certifying no change since the August 7, 2001 as of the
        Effective Date of (A) the resolutions of the Board of
        Directors of each Loan Party approving the Credit Documents
        to which it is a party and the transactions contemplated
        thereby, (B) the articles or certificate (as applicable) of
        incorporation or other charter document and bylaws of each
        Loan Party, and (C) all other documents evidencing other
        necessary corporate action and governmental approvals, if
        any, with respect to this Agreement, the Notes, and the
        other Credit Documents;

                (vii) certificates of a Responsible Officer of each of
        the Loan Parties certifying the names and true signatures of
        officers of the Loan Parties authorized to sign this
        Agreement, the Notes, Notices of Borrowing and the other
        Credit Documents to which such Loan Parties are a party;

                (viii) a favorable opinion of Russ Robicheaux, General
        Counsel to the Company, substantially in the form of the
        attached Exhibit M;

                (ix) reaffirmations or amendments to the Mortgages and
        Vessels Mortgages, as requested by the Administrative Agent
        and the Lenders;

                (x) the insurance report as described in Section
        5.05(m);

                (xi) such other documents, governmental certificates
        and agreements as the Administrative Agent and the Lenders
        may reasonably request;

                (xii) the Revolving B Notes executed by the Borrowers in
        favor of each Revolving B Lender.

        (b) Payment of Fees.  On the Effective Date, the Company
shall have paid the fees required to be paid to the
Administrative Agent, the Arranger, and the Lenders and all costs
and expenses which have been invoiced and are payable pursuant to
Section 10.04.

        (c) No Default.  No Default shall have occurred and be
continuing.

        (d) Representations and Warranties.  The representations
and warranties contained in Article IV and in each other Credit
Document shall be true and correct as of the Effective Date.

        (e) No Material Adverse Change.  No event or events which,
individually or in the aggregate, has had or is reasonably likely
to cause a Material Adverse Change shall have occurred.

        (f) Additional Information.  The Administrative Agent shall
have received such additional information which the
Administrative Agent shall have reasonably requested, and such
information shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel.

        Section 3.02 Conditions Precedent to Each Borrowing.  The
obligation of each Lender to make an Advance on the occasion of
each Borrowing (including the initial Borrowing) or Convert to or
Continue a Eurodollar Advance and the obligation of such Issuing
Bank to issue, extend or increase Letters of Credit shall be
subject to the further conditions precedent that on the Borrowing
Date, the date of Continuation or Conversion, or issuance,
extension or increase date of such Letters of Credit, the
following statements shall be true (and each of the giving of the
applicable Notice of Borrowing or Notice of Conversion or
Continuation and the acceptance by a Borrower of the proceeds of
such Advance or the request for the issuance, extension or
increase of a Letter of Credit shall constitute a representation
and warranty by such Borrower that on the date of such Advance,
the date of such Conversion or Continuation, or the date of such
issuance, extension or increase such statements are true):

        (a) the representations and warranties contained in
Article IV and in each other Credit Document are true and correct
on and as of the date of such Advance, Continuation or
Conversion, or the issuance, extension or increase of such Letter
of Credit before and after giving effect to such Advance and to
the application of the proceeds from such Advance, such
Continuation or Conversion, or to the issuance, extension or
increase of such Letter of Credit, as applicable, as though made
on, and as of such date; and

        (b) no Default has occurred and is continuing or would
result from such Advance or from the application of the proceeds
therefrom or from such issuance, extension or increase of such
Letter of Credit.

        Section 3.03 Determinations Under Section 3.01.  For
purposes of determining compliance with the conditions specified
in Section 3.01, each Lender shall be deemed to have consented
to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved
by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions
contemplated by the Credit Documents shall have received written
notice from such Lender prior to the Borrowings hereunder
specifying its objection thereto and such Lender shall not have
made available to the Administrative Agent such Lender's ratable
portion of such Borrowings.


                                ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

        Each Borrower jointly and severally represents and warrants
as follows:

        Section 4.01 Corporate Existence; Subsidiaries.  Each of
the Company and its Subsidiaries is duly organized, validly
existing, and in good standing under the laws of the jurisdiction
of its incorporation or formation and in good standing and
qualified to do business in each jurisdiction where its ownership
or lease of Property or conduct of its business requires such
qualification and where a failure to be qualified could
reasonably be expected to cause a Material Adverse Change.

        Section 4.02 Corporate Power.  The execution, delivery,
and performance by the Company and each of the other Loan Parties
of this Agreement, the Notes, the other Credit Documents to which
each is a party and the consummation of the transactions
contemplated hereby and thereby (a) are within such Loan Party's
corporate powers, (b) have been duly authorized by all necessary
corporate action, (c) do not contravene (i) such Loan Party's
articles or certificate (as applicable) of incorporation or
bylaws or (ii) any law or any contractual restriction binding on
or affecting such Loan Party which could reasonably be expected
to cause a Material Adverse Change, and (d) will not result in or
require the creation or imposition of any Lien prohibited by this
Agreement.  At the time of each Advance or the issuance,
extension or increase of each Letter of Credit, such Advance and
the use of the proceeds of such Advance or the issuance,
extension or increase of such Letter of Credit will be within the
applicable Borrower's corporate powers, will have been duly
authorized by all necessary corporate action, will not contravene
(i) such Borrower's articles or certificate (as applicable) of
incorporation or other charter document or bylaws or (ii) any law
or any contractual restriction binding on or affecting such
Borrower which could reasonably be expected to cause a Material
Adverse Change and will not result in or require the creation or
imposition of any Lien prohibited by this Agreement.

        Section 4.03 Authorization and Approvals.  No
authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority is required for the due
execution, delivery and performance by the Company and each of
the other Loan Parties of this Agreement, the Notes, the other
Credit Documents to which each is a party or the consummation of
the transactions contemplated thereby.  At the time of each
Advance or the issuance, extension or increase of each Letter of
Credit, no authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority will be
required for such Advance or the use of the proceeds of such
Advance or the issuance, extension or increase of such Letter of
Credit.

        Section 4.04 Enforceable Obligations.  This Agreement,
the Notes, and the other Credit Documents to which the Company
and the other Loan Parties are a party have been duly executed
and delivered by the Company or such Loan Parties, as applicable.
Each Credit Document to which the Company or any of the other
Loan Parties is a party is the legal, valid, and binding
obligation of the Company and each such Loan Party and is
enforceable against the Company and each such Loan Party in
accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization,
moratorium, or similar law affecting creditors' rights generally
and by general principles of equity (whether considered in a
proceeding at law or in equity).

        Section 4.05 Financial Statements.

        (a) The Company has delivered to the Administrative Agent
the Financial Statements, and the Financial Statements are
accurate and complete in all material respects and present fairly
the consolidated financial condition of the Company as of their
respective dates and for their respective periods in accordance
with GAAP.  As of the date of the Financial Statements, there
were no material Contingent Obligations, liabilities for taxes,
unusual forward or long-term commitments, or unrealized or
anticipated losses of the Company or any of its Subsidiaries,
except as disclosed therein and adequate reserves for such items
have been made in accordance with GAAP.

        (b) Since December 31, 2001, no Material Adverse Change has
occurred.

        Section 4.06 True and Complete Disclosure.  All factual
information (whether delivered before or after the Effective
Date) furnished by or on behalf of the Company and its
Subsidiaries in writing to the Administrative Agent and the
Lenders for purposes of or in connection with this Agreement, any
other Credit Document or any transaction contemplated hereby or
thereby is true and accurate in all material respects on the date
as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to
make such information (taken as a whole) not misleading at such
time.

        Section 4.07 Litigation.  There is no pending or
threatened action or proceeding affecting the Company or any of
its Subsidiaries before any court, Governmental Authority or
arbitrator, which could reasonably be expected to cause a
Material Adverse Change or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement, any
Note, or any other Credit Document.  Additionally, there is no
pending or threatened action or proceeding instituted against the
Company or any of its Subsidiaries which seeks to adjudicate the
Company or any of its Subsidiaries as bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or
other similar official for it or for any substantial part of its
Property.

        Section 4.08 Use of Proceeds.  The proceeds of the
Advances will be used by the Borrowers and their Subsidiaries for
the purposes described in Section 5.08.  The Company and its
Subsidiaries are not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U).  No proceeds of any Advance will be
used to purchase or carry any margin stock in violation of
Regulation T, U or X.

        Section 4.09 Investment Company Act.  Neither the Company
nor any of its Subsidiaries is an "investment company" or a
company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

        Section 4.10 Public Utility Holding Company Act.  Neither
the Company nor any of its Subsidiaries is a "holding company",
or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", or a "public utility", as such terms are
used in the Public Utility Holding Company Act of 1935, as
amended.

        Section 4.11 Taxes.  All federal, state, local and
foreign tax returns, reports and statements required to be filed
(after giving effect to any extension granted in the time for
filing) by the Company or any member of the Controlled Group
(hereafter collectively called the "Tax Group") have been filed
with the appropriate governmental agencies in all jurisdictions
in which such returns, reports and statements are required to be
filed (except where any obligation to so file is being contested
in good faith and by appropriate proceedings and after adequate
reserves have been provided therefor), and all taxes (which are
material in amount) and other impositions due and payable have
been timely paid prior to the date on which any fine, penalty,
interest, late charge or loss may be added thereto for non-
payment thereof except where contested in good faith and by
appropriate proceedings and after providing adequate reserves
therefor.  None of the Company nor any member of the Tax Group
has given, or been requested to give, a waiver of the statute of
limitations relating to the payment of any federal, state, local
or foreign taxes or other impositions which are material in
amount.  None of the Property owned by the Company or any other
member of the Tax Group is Property which the Company or any
member of the Tax Group is required to treat as being owned by
any other Person pursuant to the provisions of Section 168(f)(8)
of the Code.  Proper and accurate amounts have been withheld by
the Company and all other members of the Tax Group from their
employees for all periods to comply in all material respects with
the tax, social security and unemployment withholding provisions
of applicable federal, state, local and foreign law.  Timely
payment of all material sales and use taxes required by
applicable law have been made by the Company and all other
members of the Tax Group.

        Section 4.12 Pension Plans.  No Termination Event has
occurred with respect to any Plan, and, except for any failure
that could not reasonably be expected to cause a Material Adverse
Change, each Plan has complied with and been administered in all
material respects in accordance with applicable provisions of
ERISA and the Code.  No "accumulated funding deficiency" (as
defined in Section 302 of ERISA) has occurred with respect to any
Plan and there has been no excise tax imposed with respect to any
Plan under Section 4971 of the Code.  The present value of all
benefits vested under each Plan (based on the assumptions used to
fund such Plan) did not, as of the last annual valuation date
applicable thereto, exceed the value of the assets of such Plan
allocable to such vested benefits in any amount that would
reasonably be expected to cause a Material Adverse Change.  None
of the Company nor any member of the Controlled Group has had a
complete or partial withdrawal from any Multiemployer Plan for
which there is any unpaid withdrawal liability that could
reasonably be expected to cause a Material Adverse Change.  As of
the most recent valuation date applicable thereto, none of the
Company nor any member of the Controlled Group has received
notice that any Multiemployer Plan is insolvent or in
reorganization.  Based upon GAAP existing as of the Effective
Date and current factual circumstances, the Company has no reason
to believe that the annual cost during the term of this Agreement
to the Company or any of its Subsidiaries for post-retirement
benefits to be provided to the current and former employees of
the Company or any of its Subsidiaries under welfare benefit
plans (as defined in Section 3(1) of ERISA) could, in the
aggregate, reasonably be expected to cause a Material Adverse
Change.

        Section 4.13 Condition of Property; Casualties.  The
material Properties used or to be used in the continuing
operations of the Company and each of its Subsidiaries are (a) in
substantially the same or better repair, working order, and
condition as such Properties were as of December 31, 2001, normal
wear and tear excepted and (b) in such repair, working order and
condition to permit the Company and its Subsidiaries to operate
such Properties in substantially the same or better manner as
operated as of December 31, 2001.  Since the Effective Date,
neither the business nor the material Properties of the Company
and each of its Subsidiaries has been affected as a result of any
fire, explosion, earthquake, flood, drought, windstorm, accident,
strike or other labor disturbance, embargo, requisition or taking
of Property or cancellation of contracts, permits or concessions
by a Governmental Authority, riot, activities of armed forces or
acts of God or of any public enemy, which effect would reasonably
be expected to cause a Material Adverse Change.

        Section 4.14 Insurance.  The Company and its Subsidiaries
are insured by reputable insurers in respect of such of their
respective Properties, in such amounts and against such risks as
is customarily maintained by other Persons of similar size
engaged in similar businesses or, self-insure to the extent that
is customary for Persons of similar size engaged in similar
businesses.

        Section 4.15 No Burdensome Restrictions; No Defaults.

        (a) Neither the Company nor any of its Subsidiaries is a
party to any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter or
corporate restriction or provision of applicable law or
governmental regulation which would reasonably be expected to
cause a Material Adverse Change.  Neither the Company nor any of
its Subsidiaries is in default under or with respect to any
contract, agreement, lease or other instrument to which the
Company or such Subsidiary is a party and which would reasonably
be expected to cause a Material Adverse Change.  Neither the
Company nor any of its Subsidiaries has received any notice of
default under any contract, agreement, lease or other instrument
to which the Company or its Subsidiaries is a party which is
continuing or which, if not cured, would reasonably be expected
to cause a Material Adverse Change.

        (b) No Default has occurred and is continuing.

        Section 4.16 Environmental Condition.  Except as
disclosed on the attached Schedule 4.16:

        (a) The Company and its Subsidiaries (i) have obtained all
material Environmental Permits necessary for the ownership and
operation of their respective material Properties and the conduct
of their respective businesses; (ii) have been and are in
compliance with all material terms and conditions of such
Environmental Permits and with all other material requirements of
applicable Environmental Laws; (iii) have not received notice of
any material violation or alleged violation of any Environmental
Law or Environmental Permit by the Company or any of its
Subsidiaries; and (iv) are not subject to any material actual or
contingent Environmental Claim.

        (b) (i) None of the present or previously owned or operated
Properties of the Company or of any of its present or former
Subsidiaries, wherever located, (A) has been placed on or
proposed to be placed on the National Priorities List, the
Comprehensive Environmental Response Compensation Liability
Information System list, the RCRA Corrective Action List, or
their state or local analogs, nor has the Company been otherwise
notified of the designation, listing or identification of any
Property of the Company or any of its present or former
Subsidiaries as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, corrective action, or
other response activity under any Environmental Laws (except as
such activities may be required by permit conditions); (B) is
subject to a Lien, arising under or in connection with any
Environmental Laws, that attaches to any revenues or to any
Property owned or operated by the Company or any of its present
or former Subsidiaries, wherever located; or (C) has been the
site of any Release of Hazardous Substances or Hazardous Wastes
from present or past operations which has caused at the site or
at any third-party site any condition that has resulted in or
would reasonably be expected to result in the need for Response
that would cause a Material Adverse Change and (ii) none of the
Company or any of their present or former Subsidiaries has
generated or transported or has caused to be generated or
transported Hazardous Substances to any third party site which
would reasonably be expected to result in the need for Response
that would cause a Material Adverse Change.

        Section 4.17 Title to Property, Etc.

        (a) Each of the Company and its Subsidiaries has good and
marketable title in all its Property, except where the failure to
have such good and marketable title would not reasonably be
expected to cause a Material Adverse Change, and none of such
Property is subject to any Lien, except Permitted Liens.

        (b) Schedule 4.17 sets forth (i) all the Material Vessels
of the Company and its Subsidiaries on the Effective Date and
identifies the registered owner, flag, official or patent number
of each Material Vessel, as the case may be, on the Effective
Date, (ii) all Mortgaged Vessels of the Company and its
Subsidiaries on the Effective Date, and (iii) all real estate of
the Company and its Subsidiaries subject to a Mortgage.

        Section 4.18 Security Interests.  On the Effective Date,
all governmental actions and all other filings, recordings,
registrations, third party consents, and other actions which are
necessary to create and perfect the Liens provided for in the
Security Documents will have been made, obtained, and taken in
all relevant jurisdictions, or satisfactory arrangements will
have been made for all governmental actions and all other
filings, recordings, registrations, third party consents, and
other actions which are necessary to create and perfect the Liens
provided for in such Security Documents to be made, obtained, or
taken in all relevant jurisdictions.  Upon the filing of the
Security Documents referred to in this Section 4.18, on the
Effective Date each of the Security Documents creates, as
security for the Obligations purported to be secured thereby, a
valid and enforceable perfected security interest in and Lien on
all of the Collateral subject thereto, to the extent perfection
of a security interest or Lien is governed by Article 9 of the
UCC (as defined in the applicable Security Documents) and subject
to no other Liens (other than Permitted Liens) in favor of the
Administrative Agent for the ratable benefit of the
Administrative Agent and the Lenders. No filings or recordings
are required in order to perfect the security interests created
under any Security Document except for filings or recordings
required in connection with any such Security Document which
shall have been made upon or prior to (or are the subject of
arrangements, satisfactory to the Administrative Agent, for
filing on or promptly after the date of) the execution and
delivery thereof.

        Section 4.19 Subsidiaries; Corporate Structure.  The
Subsidiaries of the Company listed on Schedule 4.19 constitute
all of the Subsidiaries of the Company on the Effective Date.
Schedule 4.19 correctly lists the names, ownership, jurisdictions
of incorporation or formation of each of the Company's
Subsidiaries as of the Effective Date.

        Section 4.20 Citizenship.  Each Loan Party which owns a
Material Vessel is qualified to own and operate such Material
Vessel under the laws of the jurisdiction in which any such
Material Vessel is flagged.


                                ARTICLE V

                           AFFIRMATIVE COVENANTS

        So long as the Notes or any amount under any Credit Document
shall remain unpaid, any Lender shall have any Commitment
hereunder, or there shall exist any Letter of Credit Exposure,
each Borrower agrees, unless the Majority Lenders otherwise
consent in writing, to comply with the following covenants.

        Section 5.01 Compliance with Laws, Etc.  Each of the
Company and its Subsidiaries will comply with all Legal
Requirements except where the failure to so comply could not
reasonably be expected to cause a Material Adverse Change.
Without limiting the generality and coverage of the foregoing,
each of the Company and its Subsidiaries shall comply with all
applicable Environmental Laws, and all laws, regulations, or
directives with respect to equal employment opportunity and
employee safety in all jurisdictions in which the Company and its
Subsidiaries do business except where the failure to so comply
could not reasonably be expected to cause a Material Adverse
Change.

        Section 5.02 Maintenance of Insurance.

        (a) Each of the Company and its Subsidiaries will maintain
insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as are
customarily carried by companies engaged in similar businesses
and owning similar Properties in the same general areas in which
the Company and its Subsidiaries operate.  In addition, the
Company and its Subsidiaries shall comply with all requirements
regarding insurance contained in the Security Documents.

        (b) If a Loan Party who owns a Mortgaged Vessel affected by
a Casualty Event that results in a Total Loss or a Material
Partial Loss shall have made all necessary repairs and
replacements to the Mortgaged Vessel affected by such Total Loss
or Material Partial Loss within six months (or such longer period
as reasonably may be required, not to exceed one year) following
such Total Loss or Material Partial Loss then, so long as no
Event of Default shall have occurred and be continuing, all
insurance proceeds and proceeds from condemnation received by
such Loan Party or the Administrative Agent as a result of such
Casualty Event shall be applied in payment for all necessary
repairs and replacement to the Mortgaged Vessel affected by such
Casualty Event or, to the extent the costs of such repairs and
replacements shall have been paid by a Loan Party, to reimburse
such Person.  If an Event of Default exists or if repairs and
replacements are not made as required in the preceding sentence,
all proceeds of insurance or condemnation in connection with a
Casualty Event received by a Loan Party or the Administrative
Agent as a result of such Casualty Event shall be applied to
repay the Obligations.

        Section 5.03 Preservation of Corporate Existence, Etc.
Except as permitted by Section 6.03, each of the Company and each
of its Subsidiaries will preserve and maintain its corporate
existence, rights, franchises and privileges in the jurisdiction
of its formation, and qualify and remain qualified in each
jurisdiction in which qualification is necessary or desirable in
view of its business and operations or the ownership of its
Properties and where failure to qualify could reasonably be
expected to cause a Material Adverse Change.

        Section 5.04 Payment of Taxes, Etc.  Each of the Company
and each of its Subsidiaries will pay and discharge before the
same shall become delinquent, (a) all taxes, assessments and
governmental charges or levies imposed upon it or upon its income
or profits or Property that are material in amount, prior to the
date on which penalties attach thereto and (b) all lawful claims
of Governmental Authorities that are material in amount which, if
unpaid, might by law become a Lien upon its Property; provided,
however, that the Company and its Subsidiaries shall not be
required to pay or discharge any such tax, assessment, charge,
levy, or claim which is being contested in good faith and by
appropriate proceedings, and with respect to which reserves, if
required in conformity with GAAP, have been provided.

        Section 5.05 Reporting Requirements.  The Company will
furnish to the Administrative Agent for distribution to the
Lenders (with sufficient copies for each Lender to receive a copy
from the Administrative Agent):

        (a) Defaults.  As soon as possible and in any event within
five Business Days after the occurrence of a Default becomes
known to a Responsible Officer of a Borrower which is continuing
on the date of such statement, a statement of a Responsible
Officer of such Borrower setting forth the details of such
Default and the actions which such Borrower has taken and
proposes to take with respect thereto;

        (b) Quarterly Financials.  As soon as available and in any
event not later than 60 days after the end of each of the first
three fiscal quarters of each fiscal year of the Company, the
consolidated balance sheet of the Company, as of the end of such
quarter and the consolidated statements of operations, and cash
flows of the Company for the periods then ended and for the
period commencing at the end of the previous year and ending with
the end of such fiscal quarter, all in reasonable detail and duly
certified with respect to such statements (subject to year-end
audit adjustments) by an authorized financial officer of the
Company as having been prepared in accordance with GAAP;

        (c) Audited Annual Financials.  As soon as available and in
any event not later than 105 days after the end of each fiscal
year of the Company, copies of the annual audited financial
statements for such year for the Company, including therein the
consolidated balance sheet of the Company as of the end of such
fiscal year and consolidated statements of operations, changes in
shareholders' equity and cash flows for such fiscal year, in each
case certified by independent certified public accountants of
nationally recognized standing together with a certificate of
such accounting firm to the Administrative Agent and the Lenders
stating that, in the course of the regular audit of the business
of the Company, which audit was conducted by such accounting firm
in accordance with generally accepted auditing standards, such
accounting firm has obtained no knowledge that a Default has
occurred and is continuing, or if, in the opinion of such
accounting firm, a Default has occurred and is continuing, a
statement as to the nature thereof;

        (d) Compliance Certificates.  (i) Within 60 days of each
fiscal quarter end of the Company for the first three fiscal
quarters of each fiscal year of the Company and (ii) within 105
days of each fiscal year end of the Company, a Compliance
Certificate for such fiscal quarter or fiscal year then ended
indicating compliance with Sections 6.10 through 6.13;

        (e) Other Creditors.  The Company shall provide promptly
and in any event within five Business Days after the giving or
receipt thereof, copies of any material notices, information, and
documents given or received by any Loan Party pursuant to the
terms of any indenture, loan agreement, credit agreement, or
similar agreement relating to Debt of $5,000,000.00 or more;

        (f) Securities Law Filings.  Promptly and in any event
within 15 days after the sending or filing thereof, copies of all
proxy material, reports and other information which the Company
or any of its Subsidiaries files with the SEC;

        (g) Termination Events.  As soon as possible and in any
event (i) within 30 days after the Company or any of its
Subsidiaries knows or has reason to know that any Termination
Event described in clause (a) of the definition of Termination
Event with respect to any Plan has occurred, and (ii) within 10
days after the Company or its Subsidiaries knows or has reason to
know that any other Termination Event with respect to any Plan
has occurred, a statement of a senior financial officer of the
Company or such Subsidiary describing such Termination Event and
the action, if any, which the Company or such Subsidiary proposes
to take with respect thereto;

        (h) Termination of Plans.  Promptly and in any event within
ten Business Days after receipt thereof by the Company or any
member of the Controlled Group from the PBGC, copies of each
notice received by the Company or any such member of the
Controlled Group of the PBGC's intention to terminate any Plan or
to have a trustee appointed to administer any Plan;

        (i) Other ERISA Notices.  Promptly and in any event within
five Business Days after receipt thereof by the Company or any
member of the Controlled Group from a Multiemployer Plan sponsor,
a copy of each notice received by the Company or any member of
the Controlled Group concerning the imposition of withdrawal
liability pursuant to Section 4202 of ERISA in an amount that
could reasonably be expected to cause a Material Adverse Change;

        (j) Disputes, etc.  Prompt written notice of any claims,
proceedings, or disputes, or to the knowledge of the Company and
its Subsidiaries threatened, or affecting the Company or any of
its Subsidiaries which, if adversely determined, could reasonably
be expected to cause a Material Adverse Change;

        (k) Material Changes.  Prompt written notice of any
condition or event of which the Company or any of its
Subsidiaries has knowledge, which condition or event has resulted
or may reasonably be expected to result in a Material Adverse
Change;

        (l) Environmental Notices.  Promptly upon the receipt
thereof by the Company or any of its Subsidiaries, a copy of any
form of notice, summons or citation received from any
Governmental Authority or any other third party, concerning
(i) violations or alleged violations of Environmental Laws, which
seeks to impose liability therefor in excess of $5,000,000.00,
(ii) any action or omission on the part of the Company or any of
its Subsidiaries in connection with Hazardous Waste or Hazardous
Substances which could result in a liability therefor in excess
of $5,000,000.00, (iii) any notice of potential responsibility
under CERCLA or any analogous law  which could result in a
liability therefor in excess of $5,000,000.00, or (iv) concerning
the filing of a Lien other than a Permitted Lien upon, against or
in connection with the Company or any of its Subsidiaries, or any
of their leased or owned Property with a value of more than
$5,000,000.00, wherever located;

        (m) Insurance.  On or before April 15 of each year
commencing April 15, 2003, the Company will deliver to the
Administrative Agent a report prepared by the Company's
independent maritime insurance broker which report (i) lists all
insurance policies and programs then in effect with respect to
the Mortgaged Vessels, (ii) specifies for each such policy and
program, (A) the amount thereof, (B) the risks insured against
thereby, (C) the name of the insurer and each insured party
thereunder and (D) the policy or other identification number
thereof, and (iii) certifies that all such policies and programs
are (A) in full force and effect, (B) are placed with such
insurance companies, underwriters or associations, in such
amounts, against such risks, and in such form, as are customarily
issued against by Persons of similar size and established
reputation engaged in the same or similar businesses and
similarly situated and as are necessary or advisable for the
protection of the Administrative Agent as mortgagee, and (C)
conform with the requirements of this Agreement and the Security
Documents; and

        (n) Other Information.  Such other information respecting
the business or Properties, or the condition or operations,
financial or otherwise, of the Company and its Subsidiaries as
the Administrative Agent or any Lender may from time-to-time
reasonably request.

        Section 5.06 Maintenance of Property.  Each of the
Company and its Subsidiaries shall (a) maintain their material
owned, leased, or operated property, equipment, buildings and
fixtures in substantially the same or better condition and repair
as the condition and repair as of December 31, 2001, normal wear
and tear excepted and (b) not knowingly or willfully permit the
commission of waste or other injury, or the release of Hazardous
Substances on or about the owned or operated property in
violation of applicable Environmental Laws.

        Section 5.07 Inspection.  From time-to-time upon
reasonable notice and during normal business hours, the Company
and its Subsidiaries shall (a) permit the Administrative Agent
(at the request of any Lender) to examine and copy their books
and records, (b) permit the Administrative Agent and the Lenders
to visit and inspect their Properties, and (c) permit the
Administrative Agent and Lenders to discuss the business
operations and Properties of the Company and its Subsidiaries
with their officers and directors.

        Section 5.08 Use of Proceeds.  The Borrowers shall
use the proceeds of Advances for (i) the refinancing of existing
Debt of the Company and its Subsidiaries, (ii) Capital
Expenditures,  and (iii) general corporate purposes of the
Company and its Subsidiaries.  The Borrowers will not engage in
the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U).

        Section 5.09 Nature of Business.  Neither the Company nor
any of its Subsidiaries shall engage in any business if, as a
result, the general nature of the business, taken on a
consolidated basis, which would then be engaged in by the Company
and its Subsidiaries would be substantially changed from the
general nature of the business engaged in by the Company and its
Subsidiaries on the Original Closing Date.

        Section 5.10 New Subsidiaries.

        (a) Within 10 Business Days after (i) the date of the
creation of any new Material Domestic Subsidiary of the Company,
(ii) the date that any Subsidiary of the Company that was not a
Material Domestic Subsidiary becomes a Material Domestic
Subsidiary, or (iii) the purchase permitted by this Agreement by
the Company or any of its Subsidiaries of the capital stock of
any Person, which purchase results in such Person becoming a
Material Domestic Subsidiary of the Company, the Company shall,
in each case, cause (A) such Material Domestic Subsidiary to
execute and deliver to the Administrative Agent (with sufficient
originals for each applicable Lender) any or all of the following
documents requested by the Administrative Agent:  a Guaranty to
guaranty the Obligations and a Security Agreement, a Pledge
Agreement (if such new Subsidiary owns one or more Subsidiaries),
one or more Vessel Mortgages (if such new Subsidiary owns one or
more Material Vessels), and such other Security Documents as the
Administrative Agent may reasonably request, in each case to
secure the Obligations together with evidence of corporate
authority to enter into such Guaranty, Security Agreement, Pledge
Agreement, Vessel Mortgages and other Security Documents as the
Administrative Agent may reasonably request and (B) the Company
or its Subsidiary owning capital stock or other equity interests
of such new Subsidiary to execute a Pledge Agreement pledging
100% of its interests in the capital stock or other equity
interests of such new Subsidiary to secure the Obligations and
deliver such evidence of corporate authority to enter into such
Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and
appropriately executed stock powers in blank.

        (b) Within 10 Business Days after (i) the date of the
creation of any new Mexican Subsidiary that is a Material
Subsidiary or (ii) the purchase of a Person by a Mexican
Subsidiary, which purchase results in such Person becoming a
Mexican Subsidiary that is a Material Subsidiary, the Company
shall, in each case, cause (A) such Mexican Subsidiary to execute
and deliver to the Administrative Agent (with sufficient
originals for each applicable Lender) any or all of the following
documents requested by the Administrative Agent or any Lender: a
Guaranty to guaranty the Mexican Subsidiaries' Obligations and
Mexican Security Documents and one or more Vessel Mortgages (if
such new Subsidiary owns one or more Material Vessels), and such
other Security Documents and the Administrative Agent or any
Lender may reasonably request, in each case to secure the Mexican
Subsidiaries' Obligations together with evidence of corporate
authority to enter into such Guaranty, Mexican Security Document,
and Vessel Mortgages and (B) the Company or its Subsidiary owning
capital stock or other equity interests of such new Subsidiary to
execute a Pledge Agreement pledging 100% of its interests in the
capital stock or other equity interests of such new Subsidiary to
secure the Mexican Subsidiaries' Obligations and 66% of its
interests in such capital stock to secure the Loan Parties'
Obligations and such evidence of corporate authority to enter
into such Pledge Agreement as the Administrative Agent may
reasonably request, along with share certificates pledged thereby
and appropriately executed stock powers in blank.

        (c) Within 10 Business Days after (i) the date of the
creation of any new Material Subsidiary that is a Foreign
Subsidiary (other than a Mexican Subsidiary) or (ii) the purchase
of a Person by the Company or any of its Subsidiaries of a
Foreign Subsidiary that is a Material Subsidiary, the Company
shall, in each case to the extent permitted by applicable foreign
law, cause the stockholder of such new Subsidiary to execute a
Pledge Agreement pledging 66% of its interests in the capital
stock or other equity interests of such new Subsidiary to secure
the other Foreign Subsidiaries' Obligations and 66% of its
interests in such capital stock or other equity interests to
secure the Company and its Domestic Subsidiaries' Obligations and
in all cases such evidence of corporate authority to enter into
such Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and
appropriately executed stock powers in blank.

        Section 5.11 New Vessels.  Upon the acquisition by the
Company or any of its Subsidiaries of any Material Vessel, the
Company will, or will cause the Subsidiary which acquired such
Material Vessel to, execute and deliver to Administrative Agent
for the ratable benefit of the Lenders (a) a Vessel Mortgage
granting a security interest in such Material Vessel to secure
(i) in the case of the Company or a Domestic Subsidiary, the Loan
Parties' Obligations and (ii) in the case of a Foreign
Subsidiary, such Foreign Subsidiary's Obligations and (b) such
evidence of corporate authority to enter into such Vessel
Mortgage as the Administrative Agent may reasonably request;
provided, however, that the Company and its Subsidiaries shall
not be required to execute and deliver a Vessel Mortgage covering
any Material Vessel which is acquired or to be acquired with
MARAD Financing, subject to liens securing purchase money debt or
Capital Leases, or subject to liens securing Debt permitted by
clause 6.02(e).


                                ARTICLE VI

                             NEGATIVE COVENANTS

        So long as the Notes or any amount under any Credit Document
shall remain unpaid, any Lender shall have any Commitment, or
there shall exist any Letter of Credit Exposure, each Borrower
agrees, unless the Majority Lenders otherwise consent in writing,
to comply with the following covenants.

        Section 6.01 Liens, Etc.  Neither the Company nor any of
its Subsidiaries will create, assume, incur or suffer to exist,
any Lien on or in respect of any of its Property whether now
owned or hereafter acquired, or assign any right to receive
income, except that the Company and its Subsidiaries may create,
incur, assume or suffer to exist the following which are
permitted liens ("Permitted Liens"):

        (a) Liens securing the Obligations;

        (b) Liens for taxes, assessments or governmental charges or
levies on Property of the Company and its Subsidiaries to the
extent not required to be paid pursuant to Sections 5.01 and
5.04;

        (c) Liens set forth in the attached Schedule 6.01 securing
Debt described therein and refinancings of such Debt; provided
that, the aggregate principal amount of such Debt shall not be
renewed, refinanced or extended if the amount of such Debt so
renewed, refinanced or extended is greater than the outstanding
amount of such Debt on the Original Closing Date;

        (d) Liens imposed by law or contract, such as preferred
maritime Liens incurred in the ordinary course of business
(including liens for wages, tort, general average salvage,
repair, supplies, towage, use of a drydock facility or marine
railway, or other necessaries supplied to a vessel), carrier's,
warehousemen's, mechanic's, materialmen's, repairmen's or other
like Liens arising in the ordinary course of business (whether or
not statutory) which are not overdue for a period of more than 30
days or which are being contested in good faith and by
appropriate proceedings, for which a reserve or other appropriate
provision, if any, as shall be required by GAAP, shall have been
made;

        (e) deposits to secure the performance of bids, trade
contracts, leases, statutory obligations and other obligations of
a like nature incurred in the ordinary course of business in an
aggregate amount outstanding at any time not to exceed
$7,500,000.00;

        (f) easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business
and encumbrances consisting of zoning restrictions, easements,
leases, subleases, licenses, sublicenses, restrictions on the use
of Property or minor imperfections in title thereto which,
individually and in the aggregate, could not reasonably be
expected to cause a Material Adverse Change, and which do not in
any case materially detract from the value of the Property
subject thereto or interfere with the ordinary conduct of the
business of the Company or any of its Subsidiaries;

        (g) Liens on Property of Persons which become Subsidiaries
of the Company after the Original Closing Date securing Debt
permitted hereby; provided that, (i) such Liens are in existence
at the time the respective Persons become Subsidiaries of the
Company and were not created in anticipation thereof and (ii) the
Debt secured by such Liens (A) is secured only by such Property
and not by any other assets of the Subsidiary acquired, and (B)
is not increased in amount;

        (h) Liens arising in the ordinary course of business out of
pledges or deposits under workers' compensation laws,
unemployment insurance, old age pensions or other social security
or retirement benefits, or similar legislation or to secure
public or statutory obligations of the Borrower;

        (i) purchase money Liens or purchase money security
interests upon or in any equipment acquired or held by the
Company or any of its Subsidiaries in the ordinary course of
business prior to or at the time of the Company's or such
Subsidiary's acquisition of such equipment; provided that, the
Debt secured by such Liens (i) was incurred solely for the
purpose of financing the acquisition of such equipment, and does
not exceed the aggregate purchase price of such equipment, (ii)
is secured only by such equipment and not by any other assets of
the Company and its Subsidiaries, (iii) is not increased in
amount, and (iv) the aggregate principal amount of the
indebtedness secured by the Liens permitted by this paragraph (i)
shall not exceed $10,000,000.00;

        (j) Liens securing the Heller Loan Agreement and any MARAD
Financing, including the Hercules Title XI Issue; provided that
each such Lien encumbers only the property financed in connection
with the creation of any such Debt and any other Heller
Collateral or MARAD Collateral; and

        (k) Liens securing Capitalized Leases to the extent such
Debt is permitted under Section 6.02(j); provided that (i) each
such Lien only encumbers the property acquired in connection with
the creation of such Capital Lease and all proceeds therefrom and
(ii) the fair market value of the collateral securing any such
Debt may exceed the outstanding principal amount of such Debt
only to the extent such excess is within customary commercial
bank lending and collateralization requirements.

        Section 6.02 Debts, Guaranties and Other Obligations.
The Company will not, and will not permit any of its Subsidiaries
to, create, assume, suffer to exist or in any manner become or be
liable, in respect of any Debt except:

        (a) Debt of the Company and its Subsidiaries under the
Credit Documents;

        (b) intercompany Debt incurred in the ordinary course of
business owed (i) by any Wholly Owned Subsidiary of the Company
to the Company or to any other Wholly Owned Subsidiary of the
Company, (ii) by the Company to any of its Wholly Owned
Subsidiaries, and (iii) by any Mexican Subsidiary to another
Mexican Subsidiary; provided that, all such intercompany Debt
shall be subordinated to the Obligations in accordance with the
terms set forth in the Guaranties;

        (c) Debt secured by the Liens permitted under
paragraphs (c) and (i) of Section 6.01;

        (d) any MARAD Financing used to finance the acquisition,
construction, or improvement of the Company's or any of its
Subsidiaries' Vessels (including any rearrangements, extensions,
or refinancing thereof) in an aggregate principal amount
outstanding at any time not to exceed $150,000,000.00; provided
that, except as permitted by clause (e) below, the Company and
its Subsidiaries may not enter into additional MARAD Financing
described in this clause (d) (other than rearrangements,
extensions, or refinancings thereof) if a Default is continuing
or entering into the additional indebtedness would reasonably be
expected to cause a Default;

        (e) the Hercules Title XI Issue;

        (f) the Company's obligations in respect of the Carlyss
Facility Bonds;

        (g) Debt listed on Schedule 6.02 and all extensions,
amendments, refinancings, and renewals thereof so long as none of
the principal amount of such Debt is increased;

        (h) reimbursement obligations of the Company and its
Subsidiaries in respect of any surety bonds or letters of credit
otherwise permitted under this Agreement issued to secure payment
of any insurance premiums, regulatory obligations, or trust fund
obligations for the Company or any of its Subsidiaries;

        (i) Unfunded Liabilities that would not reasonably be
expected to cause a Material Adverse Change;

        (j) Capitalized Leases with an aggregate principal amount
outstanding at any time not to exceed $25,000,000.00;

        (k) Permitted Bond Obligations;

        (l) unsecured obligations other than Permitted Bond
Obligations in respect of (i) standby letters of credit, bonds
(other than surety bonds) and guaranties issued for the account
of the Company or any of its Subsidiaries in the ordinary course
of business with an aggregate face amount outstanding at time not
to exceed $50,000,000.00 or its Equivalent Amount in another
currency, or (ii) surety bonds issued for the account of the
Company or any of its Subsidiaries to secure the Company's or any
of its Subsidiaries' performance obligations in the ordinary
course of business with an aggregate face amount outstanding at
time not to exceed $150,000,000.00 or its Equivalent Amount in
another currency;

        (m) nonspeculative Financial Contract Obligations entered
into in the ordinary course of business;

        (n) Permitted Mexican Contract Financing in an aggregate
amount outstanding at any time not to exceed $50,000,000.00; and

        (o) other unsecured Debt of the Company and its
Subsidiaries with an aggregate principal amount outstanding not
to exceed $15,000,000.00.

        Section 6.03 Merger or Consolidation; Asset Sales.
Neither the Company nor any of its Subsidiaries will (a) merge or
consolidate with or into any other Person or (b) sell, lease,
transfer, or otherwise dispose of any of its Property (other than
the sale of inventory in the ordinary course of business or the
sale of obsolete or worn-out property in the ordinary course of
business) except that so long as after giving effect thereto no
Default or Event of Default shall exist:

                (i) any Loan Party may merge or consolidate with any
        corporation, provided that such Loan Party shall be the
        continuing or surviving entity, and provided that no Default
        occurs or would be caused by such merger or consolidation;

                (ii) any Loan Party (other than the Company) may merge
        or consolidate with any other Loan Party, provided that no
        Loan Party's Obligations under the Credit Documents shall
        decrease as a result of such merger or consolidation;

                (iii) the Company and its Subsidiaries may sell, lease,
        transfer or otherwise dispose of any assets to third parties
        outside the ordinary course of business; provided that, the
        Net Cash Proceeds received by the Company or such Subsidiary
        from all such sales in excess of $10,000,000.00 in any
        calendar year shall, within twelve months of the date
        received, be re-invested or committed to be re-invested
        through executed construction contracts by the Company or
        such Subsidiary in (A) replacement assets of comparable
        value and utility or (B) improvements to existing assets of
        the Company or such Subsidiary; and

                (iv) the Company and its Subsidiaries may sell,
        discount or factor foreign accounts receivable with an
        uncollected face amount outstanding at any time not to
        exceed $50,000,000.00 without recourse or representation or
        warranty other than customary representations and warranties
        and recourse that would not prevent true sale treatment of
        such sale, discount or factor under GAAP.

        Section 6.04 Investments.  Neither the Company nor any of
its Subsidiaries will make or permit to exist any loans, advances
or capital contributions to, or make any investment in, or
purchase or commit to purchase any stock or other securities or
evidences of indebtedness of or interests in any Person, except
for:

        (a) loans, advances, capital contributions or investments
in any Domestic Subsidiary and in any Foreign Subsidiary in
existence on the Original Closing Date;

        (b) Liquid Investments;

        (c) intercompany loans from the Company to or from any of
its Subsidiaries and intercompany loans between Subsidiaries;

        (d) the acquisition by the Company or any of its
Subsidiaries, in a single transaction or any series of related
transactions, of any Person or the business or all or
substantially all of the assets of any such Person, or any
division of any such Person, whether through investment, purchase
of assets, merger or otherwise, including, but not limited to, in
any transaction pursuant to which any such Person that was not
theretofore a Subsidiary of the Company, becomes a Subsidiary of
the Company and is consolidated with the Company for financial
reporting purposes; provided, however, in the case of any
transaction subject to this clause (d), that, after giving effect
to such transaction on a pro forma basis, no Default exists or
would be caused thereby;

        (e) loans or advances in an aggregate amount outstanding at
any time not to exceed $5,000,000.00 made in the ordinary course
of business; and

        (f) loans or advances to employees made in the ordinary
course of business in an amount outstanding at any time not to
exceed $5,000,000.00.

        Section 6.05 Transactions With Affiliates.  Neither the
Company nor any of its Subsidiaries shall, directly or
indirectly, enter into or permit to exist any transaction or
series of transactions (including, but not limited to, the
purchase, sale, lease or exchange of Property, the making of any
investment, the giving of any guaranty or the rendering of any
service) with any of their Affiliates other than the Company or a
Wholly Owned Subsidiary of the Company unless such transaction or
series of transactions is on terms no less favorable to the
Company or such Subsidiary than those that could be obtained in a
comparable arm's length transaction with a Person that is not an
Affiliate.

        Section 6.06 Compliance with ERISA.  Neither the Company
nor any of its Subsidiaries will (a) terminate, or permit any
member of the Controlled Group to terminate, any Plan so as to
result in a Material Adverse Change or (b) permit to exist any
occurrence of any Reportable Event or any other event or
condition, which presents a material (in the reasonable opinion
of the Majority Lenders) risk of such a termination by the PBGC
of any Plan.

        Section 6.07 Restricted Payments.  Neither the Company
nor any of its Subsidiaries shall make any Restricted Payments
other than Restricted Payments by Subsidiaries of the Company to
the Company or another Subsidiary of the Company and by the
Company to any of its Subsidiaries.

        Section 6.08 Maintenance of Ownership of Subsidiaries.
Except as permitted by Section 6.03, the Company will not, and
will not permit any of its Subsidiaries to, sell or otherwise
dispose of any shares of capital stock of any of the Company's
Material Subsidiaries or permit any Subsidiary of the Company to
issue, sell or otherwise dispose of (other than to its parent)
any shares of its capital stock or the capital stock of any of
the Company's Material Subsidiaries.

        Section 6.09 Agreements Restricting Liens and Distributions.
The Company will not, nor will it permit any of its
Subsidiaries to, enter into or permit to exist any agreement
(other than a Credit Document, the Heller Loan Agreement, any
agreement entered into in connection with MARAD financing
permitted hereunder, including the Hercules Title XI Issue) which
(a) except with respect to specific Property encumbered to secure
payment of Debt related to such Property, imposes restrictions
greater than those under this Agreement upon the creation or
assumption of any Lien upon its Properties, revenues or assets,
whether now owned or hereafter acquired or (b) limits Restricted
Payments to or any advance by any of the Company's Subsidiaries
to the Company.

        Section 6.10 Leverage Ratio.  The Company will not permit
its Leverage Ratio at the end of any fiscal quarter to be greater
than the levels indicated below for the corresponding periods:

                Period                             Ratio
                ------                             -----
January 1, 2002 through March 31, 2002          2.95 to 1.00
April 1, 2002 through June 30, 2002             2.25 to 1.00
July 1, 2002 through September 30, 2002         2.00 to 1.00
October 1, 2002 through December 31, 2002       1.75 to 1.00
January 1, 2003 and thereafter                  1.75 to 1.00

        Section 6.11 Minimum Net Worth.  The Company shall not
permit Consolidated Net Worth as of the last day of any fiscal
quarter to be less than

        (a) up to, but not including, June 30, 2002: (i)
$345,000,000.00 plus (ii) 50% of its Consolidated Net Income for
each fiscal quarter beginning with the fiscal quarter ending on
December 31, 1999, 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 January
1, 2000 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; or

        (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.

        Section 6.12 Minimum Fixed Charge Coverage Ratio.  The
Company will not permit the Fixed Charge Coverage Ratio at the
end of any fiscal quarter to be less than the following ratios
during the following periods:

                Period                             Ratio
                ------                             -----
January 1, 2002 through March 31, 2002          1.25 to 1.00
April 1, 2002 through June 30, 2002             1.30 to 1.00
July 1, 2002 through September 30, 2002         1.35 to 1.00
October 1, 2002 through December 31, 2002       1.40 to 1.00
January 1, 2003 and thereafter                  1.40 to 1.00


        Section 6.13 Capital Expenditures.  The Company will not
permit its consolidated Capital Expenditures to exceed the
following amounts during the following calendar years:

                Calendar Year                   Maximum Amount
                -------------                   --------------
                    2002                        $35,000,000.00

                    2003                        $40,000,000.00

                    2004                        $45,000,000.00


        Beginning with calendar year 2003, the foregoing maximum
amount for each calendar year shall be increased by the Carryover
Amount for the prior calendar year.  The "Carryover Amount" for
any calendar year equals (A) 50% times (B) the positive
difference, if any, between the maximum amount (without regard to
any Carryover Amount) and the actual Capital Expenditures for
such  calendar year.


                                ARTICLE VII

                                  REMEDIES

        Section 7.01 Events of Default.  The occurrence of any of
the following events shall constitute an "Event of Default" under
any Credit Document:

        (a) Payment.  A Borrower shall fail to pay any principal of
any Note (including, without limitation, any mandatory prepayment
required by Section 2.07) when the same becomes due and payable,
or any interest on the Notes or any fee or other amount payable
hereunder or under any other Credit Document within three
Business Days after the same becomes due and payable;

        (b) Representation and Warranties.  Any representation or
warranty made or deemed to be made by a Borrower or any other
Loan Party (or any of their respective officers) in this
Agreement, in any other Credit Document, or in any certificate
delivered in connection with this Agreement or any other Credit
Document shall prove to have been incorrect when made or deemed
to be made;

        (c) Covenant Breaches.  A Borrower or any other Loan Party
shall (i) fail to perform or observe any covenant contained in
Sections 5.02, 5.05(a), 5.05(b), and Article VI of this Agreement
or (ii) fail to perform or observe any other term or covenant set
forth in this Agreement or in any other Credit Document which is
not covered by clause (i) above or any other provision of this
Section 7.01 if such failure shall remain unremedied for 30 days
from the earlier of written notice of such default to the Company
from the Administrative Agent or any Lender or the date of actual
knowledge of such default by a Responsible Officer of the Company
or any of its Subsidiaries;

        (d) Cross-Default.  (i) The Company or any of its
Subsidiaries shall fail to pay any principal of or premium or
interest on its Debt which is outstanding in a principal amount
of at least $5,000,000.00 (or the Equivalent Amount of Debt
denominated in a currency other than Dollars) when aggregated
with all such Debt of the Person so in default (but excluding
Debt evidenced by the Notes) when the same becomes due and
payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), (ii) any other event shall
occur or condition shall exist under any agreement or instrument
relating to Debt which is outstanding in a principal amount of at
least $5,000,000.00 (or the Equivalent Amount of Debt denominated
in a currency other than Dollars) when aggregated with all such
Debt of the Person so in default (but excluding Debt evidenced by
the Notes), and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect
of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt; or (iii) any such
Debt shall be declared to be due and payable, or required to be
prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof;

        (e) Insolvency.  The Company or any of its Material
Subsidiaries shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its
debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or
against the Company or any of  its Material Subsidiaries seeking
to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of
a receiver, trustee or other similar official for it or for any
substantial part of its property and, in the case of any such
proceeding instituted against the Company or any of  its Material
Subsidiaries, either such proceeding shall remain undismissed for
a period of 60 days or any of the actions sought in such
proceeding shall occur; or the Company or any of  its
Subsidiaries shall take any corporate action to authorize any of
the actions set forth above in this paragraph (e);

        (f) Judgments.  Any judgment, decree or order for the
payment of money shall be rendered against the Company or any of
its Subsidiaries in an amount in excess of $5,000,000.00 (or the
Equivalent Amount of thereof if denominated in a currency other
than Dollars) if rendered solely against the Company or any of
its Subsidiaries, or for which the Company's or any such
Subsidiary's allocated portion of which exceeds $5,000,000.00 (or
the Equivalent Amount thereof if denominated in a currency other
than Dollars) and either (i) such judgment, decree or order
remains unsatisfied and in effect for a period of 60 consecutive
days or more without being vacated, discharged, satisfied or
stayed or bonded pending appeal or (ii) enforcement proceedings
shall have been commenced by any creditor upon such judgment,
decree or order;

        (g) Termination Events.  Any Termination Event with respect
to a Plan shall have occurred, and, 30 days after notice thereof
shall have been given to the Company by the Administrative Agent,
(i) such Termination Event shall not have been corrected and
(ii) the then present value of such Plan's vested benefits
exceeds the then current value of assets accumulated in such Plan
by an amount that would reasonably be expected to cause or to
have a Material Adverse Change (or in the case of a Termination
Event involving the withdrawal of a "substantial employer" (as
defined in Section 4001(a)(2) of ERISA), the withdrawing
employer's proportionate share of such excess shall exceed such
amount);

        (h) Plan Withdrawals.  The Company or any member of the
Controlled Group as employer under a Multiemployer Plan shall
have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer
Plan shall have notified such withdrawing employer that such
employer has incurred a withdrawal liability in an annual amount
that could reasonably be expected to cause or to have a Material
Adverse Change;

        (i) Guaranty.  (i) Any of the provisions in any of the
Guaranties requiring payment shall for any reason cease to be
valid and binding on the applicable Guarantor or (ii) any of the
Guarantors shall so state in writing;

        (j) Security Documents.  (i) The Administrative Agent and
the Lenders shall fail to have an Acceptable Security Interest in
the Collateral or (ii) any material provision of any Security
Document shall for any reason cease to be valid and binding on
the Company or other Loan Parties executing such Security
Document, or any such Person shall so state in writing; or

        (k) Change in Control.  A Change in Control shall occur.

        Section 7.02 Optional Acceleration of Maturity.  If any
Event of Default (other than an Event of Default pursuant to
paragraph (e) of Section 7.01) shall have occurred and be
continuing, then, and in any such event:

        (a) the Administrative Agent (i) shall at the request of,
or may with the consent of, the Majority Lenders, by notice to
the Company, declare the obligation of each Lender to make
Advances and the obligation of such Issuing Bank to issue Letters
of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request of, or may with the
consent of, the Majority Lenders, by notice to the Company,
declare the Notes, all interest thereon, and all other amounts
payable under this Agreement to be forthwith due and payable,
whereupon the Notes, all such interest, and all such amounts
shall become and be forthwith due and payable in full, without
presentment, demand, protest or further notice of any kind
(including, without limitation, any notice of intent to
accelerate or notice of acceleration), all of which are hereby
expressly waived by the Borrower;

        (b) a Borrower shall, on demand of the Administrative Agent
at the request or with the consent of the Majority Lenders,
deposit with the Administrative Agent into the Cash Collateral
Account an amount of cash in Dollars equal to the outstanding
Letter of Credit Exposure as security for the Obligations to the
extent the Letter of Credit Obligations are not otherwise paid at
such time; and

        (c) the Administrative Agent and the Lenders may exercise
all rights and remedies available under the Security Documents
and applicable law.

        Section 7.03 Automatic Acceleration of Maturity.  If any
Event of Default pursuant to paragraph (e) of Section 7.01 shall
occur:

        (a) the obligation of each Lender to make Advances and the
obligation of any Issuing Bank to issue Letters of Credit shall
immediately and automatically be terminated and the Notes, and
all other amounts payable under this Agreement shall immediately
and automatically become and be due and payable in full, without
presentment, demand, protest or any notice of any kind
(including, without limitation, any notice of intent to
accelerate or notice of acceleration), all of which are hereby
expressly waived by the Borrowers;

        (b) a Borrower shall deposit, without demand, with the
Administrative Agent into the Cash Collateral Account an amount
of cash in Dollars equal to the outstanding Letter of Credit
Exposure as security for the Obligations to the extent the Letter
of Credit Obligations are not otherwise paid at such time; and

        (c) the Administrative Agent and the Lenders may exercise
all rights and remedies available under the Security Documents
and applicable law.

        Section 7.04 Non-exclusivity of Remedies.  No remedy
conferred upon the Administrative Agent is intended to be
exclusive of any other remedy, and each remedy shall be
cumulative of all other remedies existing by contract, at law, in
equity, by statute or otherwise.

        Section 7.05 Right of Set-off.  Upon (a) the occurrence
and during the continuance of any Event of Default and (b) the
making of the request or the granting of the consent, if any,
specified by Section 7.02 to authorize the Administrative Agent
upon the consent of the Majority Lenders to declare the Notes and
any other amount payable hereunder due and payable pursuant to
the provisions of Section 7.02 or the automatic acceleration of
the Notes and all amounts payable under this Agreement pursuant
to Section 7.03, each Lender, for the ratable benefit of all the
Lenders,  is hereby authorized at any time and from time-to-time,
to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time
owing by such Lender to or for the credit or the account of a
Borrower against any and all of the obligations of the Borrowers
now or hereafter existing under this Agreement, the Notes, and
the other Credit Documents, irrespective of whether or not such
Lender shall have made any demand under this Agreement, the
Notes, or such other Credit Documents, and although such
obligations may be unmatured.  Each Lender agrees to promptly
notify the Company after any such set-off and application made by
it, provided that the failure to give such notice shall not
affect the validity of such set-off and application.  The rights
of each Lender under this Section are in addition to any other
rights and remedies (including, without limitation, other rights
of set-off) which such Lender may have.


                                ARTICLE VIII

               THE ADMINISTRATIVE AGENT AND THE ISSUING BANK

        Section 8.01 Appointment; Nature of Relationship.  Bank
One is hereby appointed by the Lenders as the Administrative
Agent hereunder and under each other Credit Document (other than
the Vessel Mortgage), and to act as the security trustee under
the Vessel Mortgage, and each of the Lenders irrevocably
authorizes the Administrative Agent to act as the contractual
representatives of such Lender with the rights and duties
expressly set forth herein and in the other Credit Documents.
Bank One is hereby appointed by the Lenders an Issuing Bank
hereunder and under each other Credit Document, and each of the
Lenders irrevocably authorizes any Issuing Bank to act with the
rights and duties expressly set forth herein and in the other
Credit Document regarding the Issuing Banks.  The Administrative
Agent agrees to act as such contractual representative upon the
express conditions contained in this Article VIII.
Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Administrative Agent
shall not have any fiduciary responsibilities to any Lender by
reason of this Agreement or any other Credit Document and that
the Administrative Agent is merely acting as the representative
of the Lender s with only those duties as are expressly set forth
in this Agreement and the other Credit Documents.  In its
capacity as the Lenders' contractual representative, the
Administrative Agent (a) does not hereby assume any fiduciary
duties to any of the Lenders, (b) are  "representatives" of the
Lenders within the meaning of Section 9-105 of the Uniform
Commercial Code as adopted in the State of New York and (c) are
acting as independent contractors, the rights and duties of which
are limited to those expressly set forth in this Agreement and
the other Credit Documents.  Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency
theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Lender hereby waives.

        Section 8.02 Powers.  The Administrative Agent and any
Issuing Bank shall have and may exercise such powers under the
Credit Documents as are specifically delegated to the
Administrative Agent and the Issuing Banks, respectively, by the
terms of each thereof, together with such powers as are
reasonably incidental thereto.  Neither the Administrative Agent
nor any Issuing Bank shall have any implied duties to the
Lenders, or any obligation to the Lenders to take any action
thereunder except any action specifically provided by the Credit
Documents to be taken by the Administrative Agent or the Issuing
Banks, as applicable.

        Section 8.03 General Immunity.  None of the
Administrative Agent, any Issuing Bank or any of their respective
directors, officers, agents or employees shall be liable to the
Borrowers or any Lender for any action taken or omitted to be
taken by it or them hereunder or under any other Credit Document
or in connection herewith or therewith except for its or their
own gross negligence or willful misconduct.

        Section 8.04 No Responsibility for Loans, Recitals, etc.
None of  the Administrative Agent, any Issuing Bank or any of its
directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any
statement, warranty or representation made in connection with any
Credit Document or any borrowing hereunder; (b) the performance
or observance of any of the covenants or agreements of any
obligor under any Credit Document, including, without limitation,
any agreement by an obligor to furnish information directly to
each Lender; (c) the satisfaction of any condition specified in
Article III, except receipt of items required to be delivered to
the Agent; (d) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Credit Document or any other
instrument or writing furnished in connection therewith; or (e)
the value, sufficiency, creation, perfection or priority of any
interest in any collateral security.  The Administrative Agent
agrees to provide to the Lenders copies of all information it
receives from the Company under Section 5.05 that is not
otherwise delivered by the Company to the Lenders.  Neither the
Administrative Agent nor any Issuing Bank shall, however, have
any duty to disclose to the Lenders information that is not
required to be furnished by the Company or any of its
Subsidiaries to the Administrative Agent or such Issuing Bank at
such time, but is voluntarily furnished by the Company or any of
its Subsidiaries to the Administrative Agent or such Issuing Bank
(either in its capacity as Administrative Agent or Issuing Bank,
as applicable, or in its individual capacity).

        Section 8.05 Action on Instructions of Lenders.  The
Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and under any
other Credit Document in accordance with written instructions
signed by the Majority Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding
on all of the Lender  and on all holders of Notes.  The Lenders
hereby acknowledge that the Administrative Agent shall be under
no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement or any other
Credit Document unless it shall be requested in writing to do so
by the Majority Lenders.  The Administrative Agent shall be fully
justified in failing or refusing to take any action hereunder and
under any other Credit Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against
any and all liability, cost and expense that it may incur by
reason of taking or continuing to take any such action.

        Section 8.06 Employment of Agents and Counsel.  The
Administrative Agent and any Issuing Bank may execute any of
their respective duties as Administrative Agent and Issuing Bank
hereunder and under any other Credit Document by or through
employees, agents, and attorneys-in-fact and shall not be
answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or
misconduct of the Administrative Agent or attorneys-in-fact
selected by it with reasonable care.  The Administrative Agent
and the Issuing Banks shall be entitled to advice of their
respective counsels concerning all matters pertaining to the
agency hereby created and its duties hereunder and under any
other Credit Document.

        Section 8.07 Reliance on Documents; Counsel.  The
Administrative Agent and the Issuing Banks shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to
be genuine and correct and to have been signed or sent by the
proper person or persons, and, in respect to legal matters, upon
the opinion of counsel selected by Administrative Agent, which
counsel may be employees of Administrative Agent.

        Section 8.08 Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify the Administrative Agent
and any Issuing Bank ratably in proportion to their respective
Pro Rata Shares (i) for any amounts not reimbursed by the
Borrowers for which the Administrative Agent or such Issuing
Bank, as applicable, is entitled to reimbursement by the
Borrowers under the Credit Documents, (ii) for any amounts not
reimbursed by the borrowers for any other expenses incurred by
the Administrative Agent or such Issuing Bank on behalf of the
Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Credit Documents, and (iii)
for any amounts not reimbursed by the borrowers for any
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind
and nature whatsoever which may be imposed on, incurred by or
asserted against the Administrative Agent or any Issuing Bank in
any way relating to or arising out of the Credit Documents or any
other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of
the terms thereof or of any such other documents, provided that
no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the
Administrative Agent or such Issuing Bank.  the indemnification
rights in favor of the administrative agent and the issuing bank
shall extend only to costs and expenses incurred in such
capacities and shall not include any costs and expenses incurred
in either's capacity as a lender.  The obligations of the Lenders
under this Section 8.08 shall survive payment of the obligations
and termination of this Agreement.

        Section 8.09 Notice of Default.  The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the
Administrative Agent have received written notice from a Lender
or a Borrower referring to this Agreement describing such Default
or Event of Default.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.

        Section 8.10 Rights as a Lender.  In the event that
either the Administrative Agent or any Issuing Bank is a Lender,
the Administrative Agent and such Issuing Bank shall have the
same rights and powers hereunder and under any other Credit
Document as any Lender and may exercise the same as though it
were not the Administrative Agent or Issuing Bank, as applicable,
and the term "Lender" or "Lenders" shall, at any time when the
Administrative Agent or such Issuing Bank is a Lender, unless the
context otherwise indicates, include Administrative Agent or such
Issuing Bank, as applicable, in its individual capacity.  The
Administrative Agent and such Issuing Bank may accept deposits
from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Credit Document, with
the Company or any of its Subsidiaries in which the Company or
such Subsidiary is not restricted hereby from engaging with any
other Person.  The Administrative Agent, in its individual
capacities, is not obligated to remain a Lender.

        Section 8.11 Lender Credit Decision.  Each Lender
acknowledges that it has, independently and without reliance upon
the Administrative Agent, any Issuing Bank or any other Lender
and based on the financial statements prepared by the Company and
such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter
into this Agreement and the other Credit Documents.  Each Lender
also acknowledges that it will, independently and without
reliance upon the Administrative Agent, any Issuing Bank or any
other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement and the other Credit Documents.

        Section 8.12 Successor Administrative Agent and Issuing Bank.
The Administrative Agent and each Issuing Bank may resign
at any time by giving prior written notice thereof to the Lenders
and the Company, such resignation to be effective upon the
appointment of a successor Administrative Agent or successor
Issuing Bank, as applicable, or, if no successor Administrative
Agent or successor Issuing Bank, as applicable, has been
appointed, 45 days after the retiring Administrative Agent gives
notice of its intention to resign.  Upon any such resignation,
the Majority Lenders shall have the right to appoint, on behalf
of the Borrowers and the Lenders, a successor Administrative
Agent or a successor Issuing Bank, as applicable.  If no
successor Administrative Agent or successor Issuing Bank, as
applicable, shall have been so appointed by the Majority Lenders
within thirty days after the resigning Administrative Agent's or
resigning Issuing Bank's giving notice of its intention to
resign, then the resigning Administrative Agent or resigning
Issuing Bank, as applicable, may appoint, on behalf of the
Borrowers and the Lenders, a successor Administrative Agent or
successor Issuing Bank, as applicable.  If the Administrative
Agent has resigned and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the
Administrative Agent hereunder and the Borrowers shall make all
payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders.
No successor Administrative Agent or successor Issuing Bank, as
applicable, shall be deemed to be appointed hereunder until such
successor Administrative Agent or successor Issuing Bank, as
applicable, has accepted the appointment.  Any such successor
Administrative Agent or successor Issuing Bank shall be a
commercial bank having capital and retained earnings of at least
$100,000,000.  Upon the acceptance of any appointment as
Administrative Agent or Issuing Bank, as applicable, hereunder by
a successor Administrative Agent or successor Issuing Bank, such
successor Administrative Agent or successor Issuing Bank shall
thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the resigning.  Upon the
effectiveness of the resignation of an Administrative Agent or
Issuing Bank, the resigning Administrative Agent or resigning
Issuing Bank shall be discharged from its duties and obligations
hereunder and under the Credit Documents.  After the
effectiveness of the resignation of an Administrative Agent or
Issuing Bank, the provisions of this Article VIII shall continue
in effect for the benefit of Administrative Agent or Issuing Bank
in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent or Issuing Bank
hereunder and under the other Credit Documents.

        Section 8.13 Other Titles.  Neither the Syndication Agent
as listed on the cover page to this Agreement nor the
Documentation Agent as listed on the cover page to this Agreement
shall have any rights, obligations, or duties in such capacities
under this Agreement and the other Credit Documents.


                                ARTICLE IX

             BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

        Section 9.01 Successors and Assigns.  The terms and
provisions of the Credit Documents shall be binding upon and
inure to the benefit of the Borrowers and the Lenders and their
respective successors and assigns, except that (a) a Borrower
shall not have the right to assign its rights or obligations
under the Credit Documents and (b) any assignment by any Lender
must be made in compliance with Section 9.03.  Notwithstanding
clause (b) of this Section, any Lender may at any time, without
the consent of the Borrowers or the Administrative Agent, assign
all or any portion of its rights under this Agreement and its
Notes to a Federal Reserve Bank; provided, however, that no such
assignment to a Federal Reserve Bank shall release the transferor
Lender from its obligations hereunder.  The Administrative Agent
may treat the payee of any Note as the owner thereof for all
purposes hereof unless and until such payee complies with Section
9.03 in the case of an assignment thereof or, in the case of any
other transfer, a written notice of the transfer is filed with
the Administrative Agent.  Any assignee or transferee of a Note
agrees by acceptance thereof to be bound by all the terms and
provisions of the Credit Documents.  Any request, authority, or
consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of any Note, shall
be conclusive and binding on any subsequent holder, transferee,
or assignee of such Note or of any Note or Notes issued in
exchange therefor.

        Section 9.02 Participations.

        (a) Permitted Participants; Effect.  Any Lender may, in the
ordinary course of its business and in accordance with applicable
law, at any time sell to one or more banks or other entities
excluding entities classified by SIC code 1389 ("Participants")
participating interests in any Advances owing to such Lender, any
Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender under the Credit Documents.  In the
event of any such sale by a Lender of participating interests to
a Participant, such Lender's obligations under the Credit
Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the holder of any such
Note for all purposes under the Credit Documents, all amounts
payable by the Borrowers under this Agreement shall be determined
as if such Lender had not sold such participating interests, and
the Borrowers and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such
Lender's rights and obligations under the Credit Documents.

        (b) Voting Rights.  Each Lender shall retain the sole right
to approve, without the consent of any Participant, any
amendment, modification, or waiver of any provision of the Credit
Documents other than any amendment, modification, or waiver which
effects any of the amendments, modifications or waivers
referenced in clauses (a) through (h) of Section 10.01.

        (c) Benefit of Setoff.  Each Borrower agree that each
Participant shall be deemed to have the right of setoff provided
in Section 7.05 in respect of its participating interest in
amounts owing under the Credit Documents to the same extent as if
the amount of its participating interest were owing directly to
it as a Lender under the Credit Documents; provided, that each
Lender shall retain the right of setoff provided in Section 7.05
with respect to the amount of participating interests sold to
each Participant; and provided further that such right of setoff
shall not be exercisable until five Business Days after the date
upon which the Company receives written notice of the fact that
such Participant is a Participant (it being understood that
neither the Administrative Agent, the Lender granting such
participation nor the Participant shall be obligated to give such
notice).  The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in
Section 7.05, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such
amounts to be shared as if each Participant were a Lender.

        Section 9.03 Assignments.

        (a) Permitted Assignments.  Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at
any time assign to one or more banks or other entities
("Purchasers") all or any part of its rights and obligations
under the Credit Documents; provided, however, that in the case
of an assignment to an entity which is not a Lender or an
Affiliate of a Lender, such assignment shall be in a minimum
amount of the lesser of (i) $5,000,000.00 and (ii) all of such
Lender's Commitments and Advances of the Class being assigned.
Subject to the minimum amount set forth in the preceding
sentence, any Lender making such an assignment may assign any
percentage of a Class of Advances and its Commitments related
thereto without respect to the percentage assigned, if any, of
any other Class of Advances and related Commitments.  A Lender
making an assignment shall also assign or cause such Lender's
affiliate, if any, who is a Swingline Bank to assign a portion of
such Swingline Bank's Swingline Advances to the assignee or an
appropriate affiliate of the assignee equal to the same portion
of the Revolving A Commitments and Revolving A Advances sold to
such Assignee.  No Swingline Bank may assign any portion of its
Swingline Advances unless it or its affiliate which has a
Revolving A Commitment assigns the same portion of such Lender's
Revolving A Commitments and Revolving A Advances to the Person or
an affiliate of the Person purchasing the assignment from such
Swingline Bank.  Such assignment shall be made pursuant to an
Assignment and Acceptance substantially in the form of Exhibit A
or in such other form as may be agreed to by the parties thereto
("Assignment and Acceptance").  The consent of the Administrative
Agent and, so long as no Default is continuing, the Company shall
be required prior to an assignment becoming effective with
respect to a Purchaser which is not a Lender or an Affiliate
thereof.  Such consent shall not be unreasonably withheld.

        (b) Effect; Effective Date.  Upon (a) delivery to the
Administrative Agent of a notice of assignment, substantially in
the form attached as Exhibit I to the Assignment and Acceptance
(a "Notice of Assignment"), together with any consents required
by Section 9.03(a) and (b) payment of a $3,500.00 fee to the
Administrative Agent for processing such assignment, such
assignment shall become effective on the effective date specified
in such Notice of Assignment.  On and after the effective date of
such assignment, (i) such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Credit Document
executed by the Lenders and shall have all the rights and
obligations of a Lender under the Credit Documents, to the same
extent as if it were an original party hereto, and (ii) the
transferor Lender shall be released with respect to the
percentage of the Commitments and Advances assigned to such
Purchaser without any further consent or action by the Borrowers,
the Lenders, or the Administrative Agent.  Upon the consummation
of any assignment to a Purchaser pursuant to this Section
9.03(b), the transferor Lender, the Administrative Agent, and the
Borrowers shall make appropriate arrangements so that replacement
Notes are issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting their Commitments, as
adjusted pursuant to such assignment.

        Section 9.04 Dissemination of Information.  Each Borrower
authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the Credit
Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's
possession concerning the creditworthiness of the Company and its
Subsidiaries.

        Section 9.05 Tax Treatment.  If any interest in any
Credit Document is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the
United States or any State thereof, the transferor Lender shall
cause such Transferee, concurrently with the effectiveness of
such transfer, to comply with the provisions of Section 2.11.


                                ARTICLE X

                             MISCELLANEOUS

        Amendments, Etc.  No amendment or waiver of any
provision of this Agreement, the Notes, or any other Credit
Document, nor consent to any departure by the Borrowers
therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Majority Lenders and the
Borrowers, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders
and the Borrowers, do any of the following:  (a) increase the
Commitments of the Lenders, (b) reduce the principal of, or
interest on, the Notes or any fees or other amounts payable
hereunder or under any other Credit Document, (c) postpone any
date fixed for any scheduled payment or prepayment of principal
of, or interest on, the Notes or any fees or other amounts
payable hereunder, (d) change the number of Lenders which shall
be required for the Lenders or any of them to take any action
hereunder or under any other Credit Document, (e) amend Section
2.12 or this Section 10.01, (f) release any Guarantor from its
obligations under its Guaranty, (g) release all or any
substantial portion of the Collateral, or (h) amend the
definition of "Majority Lenders"; and provided, further, that (i)
no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent or the Issuing Bank, as
applicable, in addition to the Lenders required above to take
such action, affect the rights or duties of the Administrative
Agent or the Issuing Bank, as applicable, under this Agreement or
any other Credit Document and (iii) no waiver of any of the
conditions specified in Article III shall be effective against
any Lender not executing such waiver.

        Section 10.01 Notices, Etc.  All notices and other
communications shall be in writing (including telecopy or telex)
and mailed, telecopied, telexed, hand delivered or delivered by a
nationally recognized overnight courier, if to the Company or any
other Borrower, at its address as set forth on Schedule 1; if to
any Lender, at its specified Applicable Lending Office specified
opposite its name on Schedule 1; if to the Administrative Agent
or the Issuing Banks, at their respective addresses for notices
set forth in Schedule 1; and if a Notice of Borrowing or a Notice
of Conversion or Continuation to the Administrative Agent at the
specified Applicable Lending Office of Administrative Agent and,
if different, the specified Applicable Lending Office for
Administrative Agent specified opposite its name on Schedule 1
or, as to each party, at such other address or teletransmission
number as shall be designated by such party in a written notice
to the other parties.  All such notices and communications shall,
when mailed, telecopied, telexed or hand delivered or delivered
by overnight courier be effective:  upon receipt, if mailed, when
telecopy transmission is completed, when confirmed by telex
answer-back or when delivered, respectively, except that notices
and communications to the Administrative Agent and any Issuing
Bank pursuant to Article II or VIII shall not be effective until
received by the Administrative Agent and any Issuing Bank, as
applicable.

        Section 10.02 No Waiver; Remedies.  No failure on the part
of any Lender or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder or under any Note shall
operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies
provided in this Agreement are cumulative and not exclusive of
any remedies provided by law.

        Section 10.03 Costs and Expenses.  The Borrowers agree to
pay on demand (a) all reasonable out-of-pocket costs and expenses
of the Administrative Agent and each Issuing Bank and reasonable
fees and out-of-pocket expenses of outside counsel for the
Administrative Agent and such Issuing Bank, in connection with
the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the
other Credit Documents, (b) all reasonable out-of-pocket costs
and expenses of the Administrative Agent and each Issuing Bank
and reasonable fees and out-of-pocket expenses of outside counsel
for the Administrative Agent and such Issuing Bank in connection
with advising the Administrative Agent and such Issuing Bank with
respect to their respective rights and responsibilities under
this Agreement, and (c) all reasonable out-of-pocket costs and
expenses of the Administrative Agent, each Issuing Bank and each
Lender and reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent, each Issuing Bank and each
Lender in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement,
the Notes and the other Credit Documents.

        Section 10.04 Binding Effect.  This Agreement shall become
effective when it shall have been executed by the Borrowers, the
Administrative Agent and the Issuing Banks, and when the
Administrative Agent shall have, as to each Lender, either
received a counterpart hereof executed by such Lender or been
notified by such Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the
Borrowers, the Administrative Agent and each Lender and their
respective successors and assigns, except that a Borrower shall
not have the right to assign its rights or delegate its duties
under this Agreement or any interest in this Agreement without
the prior written consent of each Lender.

        Section 10.05 Indemnification.  EACH BORROWER SHALL INDEMNIFY
THE ADMINISTRATIVE AGENT, THE ISSUING BANKS, THE ARRANGER, THE LENDERS AND
EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS
AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES TO WHICH ANY
OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES, CLAIMS OR
DAMAGES ARISE OUT OF OR RESULT FROM (i) ANY ACTUAL OR PROPOSED USE BY THE
COMPANY OR ANY AFFILIATE OF THE COMPANY OF THE PROCEEDS OF ANY ADVANCE,
(ii) ANY BREACH BY A BORROWER OF ANY PROVISION OF THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT, (iii) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING
TO THE FOREGOING, OR (iv) ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF
ENVIRONMENTAL LAWS CONCERNING OR RELATING TO THE PRESENT OR PREVIOUSLY
OWNED OR OPERATED PROPERTIES, OR THE OPERATIONS OR BUSINESS, OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES, AND EACH BORROWER SHALL REIMBURSE THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS, THE ARRANGER, AND EACH
LENDER, AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION,
LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON BEING
INDEMNIFIED'S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES,
CLAIMS, DAMAGES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE, BAD
FAITH OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED, OR IN THE CASE
OF CLAUSE (iv) ABOVE, CAUSED BY THE AFFIRMATIVE ACT OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANKS, THE ARRANGER OR SUCH LENDER.

        Section 10.06 Execution in Counterparts.  This Agreement
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

        Section 10.07 Survival of Representations, Etc.  All
representations and warranties contained in this Agreement or
made in writing by or on behalf of a Borrower in connection
herewith shall survive the execution and delivery of this
Agreement and the Credit Documents, the making of the Advances
and any investigation made by or on behalf of the Lenders, none
of which investigations shall diminish any Lender's right to rely
on such representations and warranties.  All obligations of the
Borrowers provided for in Sections 2.08, 2.09, 2.11(c), and 10.06
shall survive any termination of this Agreement and repayment in
full of the Obligations.

        Section 10.08 Severability.  In case one or more
provisions of this Agreement or the other Credit Documents  shall
be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall not be
affected or impaired thereby.

        Section 10.09 Usury Not Intended.  It is the intent of the
Borrowers and each Lender in the execution and performance of
this Agreement and the other Credit Documents to contract in
strict compliance with applicable usury laws, including conflicts
of law concepts, governing the Advances of each Lender including
such applicable laws of the State of New York and the United
States of America from time-to-time in effect.  In furtherance
thereof, the Lenders and the Borrowers stipulate and agree that
none of the terms and provisions contained in this Agreement or
the other Credit Documents shall ever be construed to create a
contract to pay, as consideration for the use, forbearance or
detention of money, interest at a rate in excess of the Maximum
Rate and that for purposes hereof "interest" shall include the
aggregate of all charges which constitute interest under such
laws that are contracted for, charged or received under this
Agreement; and in the event that, notwithstanding the foregoing,
under any circumstances the aggregate amounts taken, reserved,
charged, received or paid on the Advances, include amounts which
by applicable law are deemed interest which would exceed the
Maximum Rate, then such excess shall be deemed to be a mistake
and each Lender receiving same shall credit the same on the
principal of its Notes (or if such Notes shall have been paid in
full, refund said excess to the Borrower).  In the event that the
maturity of the Notes are accelerated by reason of any election
of the holder thereof resulting from any Event of Default under
this Agreement or otherwise, or in the event of any required or
permitted prepayment, then such consideration that constitutes
interest may never include more than the Maximum Rate and excess
interest, if any, provided for in this Agreement or otherwise
shall be canceled automatically as of the date of such
acceleration or prepayment and, if theretofore paid, shall be
credited on the applicable Notes (or, if the applicable Notes
shall have been paid in full, refunded to the applicable Borrower
of such interest).  In determining whether or not the interest
paid or payable under any specific contingencies exceeds the
Maximum Rate, the Borrowers and the Lenders shall to the maximum
extent permitted under applicable law amortize, prorate, allocate
and spread in equal parts during the period of the full stated
term of the Notes all amounts considered to be interest under
applicable law at any time contracted for, charged, received or
reserved in connection with the Obligations.  The provisions of
this Section shall control over all other provisions of this
Agreement or the other Credit Documents which may be in apparent
conflict herewith.

        Section 10.10 Judgment Currency.  If for the purposes of
obtaining judgment in any court it is necessary to convert a sum
due from a Borrower hereunder in the currency expressed to be
payable herein (the "specified currency") into another currency,
the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent's main Chicago
office on the Business Day preceding that on which final,
non-appealable judgment is given.  The obligations of a Borrower
in respect of any sum due to any Lender or the Administrative
Agent hereunder shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the
extent that on the Business Day following receipt by such Lender
or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with
normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally
due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, such Borrower agrees, to the
fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify
such Lender or the Administrative Agent, as the case may be,
against such loss, and if the amount of the specified currency so
purchased exceeds (a) the sum originally due to any Lender or the
Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate
payment to such Lender under Section 2.12, such Lender or the
Administrative Agent, as the case may be, agrees to remit such
excess to the Borrowers.

        Section 10.11 Forbearance Agreements.  The Administrative
Agent and the Lenders acknowledge that it is customary practice
in certain areas where the Company and its Subsidiaries conduct
business for customers of offshore construction companies such as
the Company and its Subsidiaries to require forbearance
agreements from such contractor's secured creditors.  The Lenders
authorize and direct the Administrative Agent to execute and
deliver such forbearance agreements in cases deemed appropriate
by the Administrative Agent in its sole discretion containing
such terms as are reasonably acceptable to the Administrative
Agent.

        Section 10.12 Governing Law.  This Agreement and each of
the other Credit Documents (except as otherwise expressly set
forth therein) shall be governed by and interpreted in accordance
with the law of the state of New York.

        Section 10.13 Consent to Jurisdiction; Process Agent.

        (a) EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT
DOCUMENTS AND SUCH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.  ANY JUDICIAL PROCEEDING BY A BORROWER
AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR ANY LENDER OR ANY
AFFILIATE OF THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR ANY LENDER OR BY
THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR ANY LENDER OR ANY AFFILIATE OF
THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR ANY LENDER AGAINST A BORROWER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A
COURT IN CHICAGO, ILLINOIS.

        (b) The Mexican Borrower hereby irrevocably appoints CT
Corporation System (the "Process Agent"), with an office on the
date hereof at 1633 Broadway, New York, New York 10019, as its
agent to receive on behalf of it and its Properties service of
copies of the summons and complaint and any other process which
may be served in any such action or proceeding.  Such service may
be made by mailing by certified mail a copy of such process to
the Mexican Borrower in care of the Process Agent at the Process
Agent's above address, with a copy to the Mexican Borrower at its
address specified herein, and the Mexican Borrower hereby
irrevocably authorizes and directs the Process Agent to accept
such service on its behalf.  As an alternative method of service,
the Mexican Borrower also irrevocably consents to the service of
any and all process in any such action or proceeding by the
mailing by certified mail of copies of such process to it at its
address specified herein.  The Mexican Borrower agrees that a
final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.

        Section 10.14 Waiver of Jury.  The Borrowers, each Issuing
Bank, the Lenders and the Administrative Agent hereby irrevocably
waive any and all right to trial by jury in respect of any legal
proceeding, directly or indirectly,  (Whether sounding in tort,
contract or otherwise) arising out of or relating to this
Agreement, any other Credit Document, any of the transactions
contemplated hereby, or the relationship established hereunder.

                    [Remainder of page left blank]










        EXECUTED as of the 30th day of April, 2002.

                                        BORROWERS:
                                        GLOBAL INDUSTRIES, LTD.

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________


                                        GLOBAL OFFSHORE MEXICO, S. DE R.L.
                                        DE C.V.

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________




                                        ADMINISTRATIVE AGENT: BANK ONE, NA
                                        (MAIN OFFICE - CHICAGO), as
                                        Administrative Agent

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________












                                        ISSUING BANK BANK ONE, NA (MAIN
                                        OFFICE - CHICAGO), as successor to
                                        Bank One, Louisiana, National
                                        Association

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________








                                        BANKS:

                                        BANK ONE, NA (MAIN OFFICE -
                                        CHICAGO)

                                        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 BANQUES POPULAIRES

                                        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 Agreement 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, L.L.C.
                                        NORMAN OFFSHORE PIPELINES, LLC.
                                        GLOBAL DIVERS AND CONTRACTORS, L.L.C.
                                        SUBTEC MIDDLE EAST LTD.


                                        By: _________________________________
                                                William J. Dore
                                                Chief Executive Officer



                                        GLOBAL INTERNATIONAL VESSELS, LTD.

                                        By: _________________________________
                                                William J. Dore
                                                Chief Executive Office



                                        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



                                        PIPELINES, INCORPORATED


                                        By: _________________________________

                                        Name: _______________________________

                                        Title: ______________________________







                             EXHIBIT A


                   FORM OF ASSIGNMENT AND ACCEPTANCE

This Assignment Agreement (this "Assignment Agreement")
between ________________ (the "Assignor") and
_____________________ (the "Assignee") is dated as of _________.
The parties hereto agree as follows:

        1.  PRELIMINARY STATEMENT.  The Assignor is a party to a
Credit Agreement (which, as it may be amended, supplemented,
modified, renewed, or extended from time to time, is herein
called the "Credit Agreement") described in Item 1 of Schedule 1
attached hereto.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the
Credit Agreement.

        2.  ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, an interest in and to the
Assignor's rights and obligations under the Credit Agreement such
that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the
percentage interests specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement
relating to the Advances, the Letters of Credit, and the other
Credit Documents.  The amounts of the Advances purchased by the
Assignee hereunder are set forth in Item 3 of Schedule 1.

        3.  EFFECTIVE DATE.  The effective date of this Assignment
Agreement (the "Effective Date") shall be the later of the date
specified in Item 4 of Schedule 1 or two Business Days (or such
shorter period agreed to by the Administrative Agent) after a
Notice of Assignment substantially in the form of Exhibit I
attached hereto has been delivered to the Administrative Agent.
Such Notice of Assignment must include any consents required to
be delivered to the Administrative Agent pursuant to Section
9.03(a) of the Credit Agreement.  In no event will this
Assignment Agreement become effective if the payments required to
be made by the Assignee to the Assignor on the Effective Date
under Section 4 hereof are not made on the proposed Effective
Date.  The Assignor will notify the Assignee of the proposed
Effective Date no later than the Business Day prior to the
proposed Effective Date.  As of the Effective Date, (a) the
Assignee shall have the rights and obligations of a Lender under
the Credit Documents with respect to the rights and obligations
assigned to the Assignee hereunder, and (b) the Assignor shall
relinquish its rights and be released from its corresponding
obligations under the Credit Documents with respect to the rights
and obligations assigned to the Assignee hereunder.

        4.  PAYMENT OBLIGATIONS.  On and after the Effective Date,
the Assignee shall be entitled to receive from the Administrative
Agent all payments of principal, interest, and fees with respect
to the interest assigned hereby.  The Assignee shall advance
funds directly to the Administrative Agent with respect to all
Advances purchased by the Assignee hereunder and reimbursement
payments made on or after the Effective Date with respect to the
interests assigned hereby.  In consideration for the sale and
assignment of Advances hereunder, (i) on the last day of the
Interest Period therefor, (ii) on such earlier date agreed to by
the Assignor and the Assignee, or (iii) on the date on which any
such outstanding Advance either becomes due (by acceleration or
otherwise) or is prepaid (the date as described in the foregoing
clauses (i), (ii), or (iii) being hereinafter referred to as the
"Payment Date"), the Assignee shall pay the Assignor an amount
equal to the principal amount of the portion of such Advances
assigned to the Assignee which is outstanding on the Payment
Date.  If the Assignor and the Assignee agree that the Payment
Date for such Advances shall be the Effective Date, they shall
agree to the interest rate applicable to the portion of such
Advances assigned hereunder for the period from the Effective
Date to the end of the existing Interest Period applicable to
such Advances (the "Agreed Interest Rate") and any interest
received by the Assignee in excess of the Agreed Interest Rate
shall be remitted to the Assignor.  In the event interest for the
period from the Effective Date to but not including the Payment
Date is not paid by the appropriate Borrower with respect to any
Advance sold by the Assignor to the Assignee hereunder, the
Assignee shall pay to the Assignor interest for such period on
the portion of such Advance sold by the Assignor to the Assignee
hereunder at the applicable rate provided by the Credit
Agreement.  In the event a prepayment of any Advance which is
existing on the Payment Date and assigned by the Assignor to the
Assignee hereunder occurs after the Payment Date but before the
end of the Interest Period applicable to such Advance, the
Assignee shall remit to the Assignor the excess of the amount
paid under Section 2.06 of the Credit Agreement with respect to
the portion of such Advance assigned to the Assignee hereunder
over the amount which would have been paid if such amount paid
under Section 2.06 of the Credit Agreement was calculated based
on the Agreed Interest Rate.  The Assignee will also promptly
remit to the Assignor (x) any principal payments received from
the Administrative Agent with respect to any Advance prior to the
Payment Date and (y) any amounts of interest on Advances and fees
received from the Administrative Agent which relate to the
portion of the Advances assigned to the Assignee hereunder for
periods prior to the Payment Date and not previously paid by the
Assignee to the Assignor.  In the event that either party hereto
receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such
amount shall promptly remit it to the other party hereto.

        5.  REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE
ASSIGNOR'S LIABILITY.  The Assignor represents and warrants that
it is the legal and beneficial owner of the interests being
assigned by it hereunder and that such interest is free and clear
of any adverse claim created by the Assignor.  It is understood
and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no
other representation or warranty of any kind to the Assignee.
Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (a) the
due execution, legality, validity, enforceability, genuineness,
sufficiency or collectibility of any Credit Document, (b) any
representation, warranty, or statement made in or in connection
with any of the Credit Documents, (c) the financial condition or
creditworthiness of any Borrower or any Guarantor, (d) the
performance of or compliance with any of the terms or provisions
of any of the Credit Documents, (e) inspecting any of the
Property, books, or records of any Borrower or any Guarantor, (f)
the validity, enforceability, perfection, priority, condition,
value, or sufficiency of any collateral securing or purporting to
secure the Advances or the Letters of Credit, or (g) any mistake,
error of judgment, or action taken or omitted to be taken in
connection with the Advances, the Letters of Credit, or the
Credit Documents.

        6.  REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (a)
confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements requested by the
Assignee and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision
to enter into this Assignment Agreement, (b) agrees that it will,
independently and without reliance upon the Administrative Agent,
the Arranger, the Syndication Agent, the Documentation Agent, the
Assignor, or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action
under the Credit Documents, (c) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Credit Documents as are
delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto,
(d) agrees that it will perform in accordance with their terms
all of the obligations which the terms of the Credit Documents
require it to perform as a Lender, (e) agrees that its payment
instructions and notice instructions are as set forth in the
attachment to Schedule 1, and (f) confirms that none of the
funds, monies, assets, or other consideration being used to make
the purchase and assumption hereunder are "plan assets" as
defined under ERISA and that its rights, benefits, and interests
in and under the Credit Documents will not be "plan assets" under
ERISA.

        7.  INDEMNITY.  The Assignee agrees to indemnify and hold
the Assignor harmless against any and all losses, costs, and
expenses (including, without limitation, reasonable attorneys'
fees) and liabilities incurred by the Assignor in connection with
or arising in any manner from the Assignee's non-performance of
the obligations assumed under this Assignment Agreement.  The
obligations of the Assignee under this Section 7 shall survive
the payment of all amounts hereunder and the termination of this
Agreement.

        8.  SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the
Assignee shall have the right pursuant to and in accordance with
Section 9.03 of the Credit Agreement to assign the rights which
are assigned to the Assignee hereunder to any entity or person;
provided, that (a) any such subsequent assignment does not
violate any of the terms and conditions of the Credit Documents
or any law, rule, regulation, order, writ, judgment, injunction,
or decree and that any consent required under the terms of the
Credit Documents has been obtained, and (b) unless the prior
written consent of the Assignor is obtained, the Assignee is not
thereby released from its obligations to the Assignor hereunder,
if any remain unsatisfied, including, without limitation, its
obligations under Sections 4, 6, and 7 hereof.

        9.  ENTIRE AGREEMENT.  This Assignment Agreement and the
attached Notice of Assignment embody the entire agreement and
understanding between the parties hereto and supersede all prior
agreements and understandings between the parties hereto relating
to the subject matter hereof.

        10.  GOVERNING LAW.  THIS ASSIGNMENT AGREEMENT SHALL BE
GOVERNED BY THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS, OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

        11.  NOTICES.  Notices shall be given under this Assignment
Agreement in the manner set forth in the Credit Agreement.  For
the purpose hereof, the addresses of the parties hereto (until
notice of a change is delivered) shall be the address set forth
in the attachment to Schedule 1.

        IN WITNESS WHEREOF, the parties hereto have executed this
Assignment Agreement by their duly authorized officers as of the
date first above written.



                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________









                                SCHEDULE 1
                        TO ASSIGNMENT AGREEMENT


1.	Description and Date of Credit Agreement:
                That certain Second Amended and Restated
                Credit Agreement dated as of April ___, 2002,
                as from time to time amended, modified, or
                otherwise supplemented, among Global
                Industries, Ltd., Global Offshore Mexico, S.
                de R.L. de C.V., the Lenders named therein,
                and Bank One, NA,  individually and as
                Administrative Agent.

2.	Date of Assignment Agreement:	___________________

3.	Advance Amounts (As of Date of Item 2 above):
        a.      Percentage of total Advances under the
                Credit Agreement purchased by Assignee

                i.      Revolving Advances                       %

                ii.     Term Advances                            %

        b.      Percentage of total Commitments under the
                Credit Agreement purchased by Assignee

                i.      Revolving Commitments                    %

        c.      Amount of aggregate outstanding
                Advances purchased by the Assignee

                i.      Revolving Advances                       $

                ii.     Term Advances                            $

4.	Proposed Effective Date:




Accepted and Agreed:

By: _________________________           By: _________________________

Name: _______________________           Name: _______________________

Title: ______________________           Title: ______________________




	ATTACHMENT TO SCHEDULE 1 to ASSIGNMENT AGREEMENT


Address for notices:




Attn:
Telephone:
Telecopy:
Payment information:





                             EXHIBIT I
                      TO ASSIGNMENT AGREEMENT


                       NOTICE OF ASSIGNMENT

                                                       Date:  __________

To:     Global Industries, Ltd.
        __________________________
        __________________________
        Attn:  ___________________


        Bank One, NA
        One First National Plaza
        Chicago, IL  60670


From:  	______________________ (the "Assignor")
        ______________________ (the "Assignee")


        1.  We refer to the Credit Agreement (the "Credit
Agreement") described in Item 1 of Schedule 1 attached hereto.
Capitalized terms used herein and not otherwise defined herein or
in such consent shall have the meanings attributed to them in the
Credit Agreement.

        2.  This Notice of Assignment (this "Notice") is given
and delivered to the Borrower and the Agent pursuant to Section
9.03(b) of the Credit Agreement.

        3.  The Assignor and the Assignee have entered into an
Assignment Agreement, dated as of __________ (the "Assignment"),
pursuant to which, among other things, the Assignor has sold,
assigned, delegated, and transferred to the Assignee, and the
Assignee has purchased, accepted, and assumed from the Assignor
the percentage interests specified in Item 3 of Schedule 1 of all
outstandings, rights, and obligations under the Credit Agreement
relating to the facilities listed in Item 3 of Schedule 1.  The
effective date of the Assignment (the "Effective Date") shall be
the later of the date specified in Item 4 of Schedule 1 or two
Business Days (or such shorter period as agreed to by the
Administrative Agent) after this Notice and any consents and fees
required by Sections 9.03(a) and 9.03(b) of the Credit Agreement
have been delivered to the Administrative Agent; provided that
the Effective Date shall not occur if any condition precedent
agreed to by the Assignor and the Assignee has not been
satisfied.

        4. The Assignor and the Assignee hereby give to the
Borrower(s) and the Administrative Agent notice of the assignment
and delegation referred to herein.  The Assignor will confer with
the Administrative Agent before the date specified in Item 4 of
Schedule 1 to determine if the Assignment Agreement will become
effective on such date pursuant to Section 3 hereof and will
confer with the Administrative Agent to determine the Effective
Date pursuant to Section 3 hereof if it occurs thereafter.  The
Assignor shall notify the Administrative Agent if the Assignment
does not become effective on any proposed Effective Date as a
result of the failure to satisfy the conditions precedent agreed
to by the Assignor and the Assignee.  At the request of the
Administrative Agent, the Assignor will give the Administrative
Agent written confirmation of the satisfaction of the conditions
precedent.

        5. The Assignor and the Assignee request and direct
that the Administrative Agent prepare and cause the Borrower to
execute and deliver new Notes or, as appropriate, replacement
Notes, to the Assignor and the Assignee.  Each of the Assignor
and, if applicable, the Assignee agrees to deliver to the
Administrative Agent the original Notes received by it from the
Borrower upon its receipt of new Notes in the appropriate amount.

        6. The Assignee advises the Agent that notice and
payment instructions are set forth in the attachment to Schedule 1.

        7. Each party consenting to the Assignment in the
space indicated below hereby releases the Assignor from any
obligations to it which have been assigned to the Assignee.  The
Assignee hereby represents and warrants that none of the funds,
monies, assets, or other consideration being used to make the
purchase pursuant to the Assignment are "plan assets" as defined
under ERISA and that its rights, benefits, and interests in and
under the Credit Documents will not be "plan assets" under ERISA.

        8. The Assignee authorizes the Administrative Agent
to act as its agent under the Credit Documents in accordance with
the terms thereof.  The Assignee acknowledges that the
Administrative Agent has no duty to supply information with
respect to the Borrower or the Credit Documents to the Assignee
until the Assignee becomes a party to the Credit Agreement.

By: _________________________           By: _________________________

Name: _______________________           Name: _______________________

Title: ______________________           Title: ______________________







ACKNOWLEDGED AND CONSENTED TO                   ACKNOWLEDGED AND CONSENTED TO
BY BANK ONE, NA, as Administrative Agent	BY GLOBAL INDUSTRIES, LTD.


By: _________________________                   By: _________________________

Name: _______________________                   Name: _______________________

Title: ______________________                   Title: ______________________



                  [Attach photocopy of Schedule 1 to Assignment]





                             EXHIBIT B
                      COMPLIANCE CERTIFICATE

        This certificate dated as of _______________ for the fiscal
quarter ending ___________, ____ is prepared pursuant to Section
5.05(d) of the Second Amended and Restated Credit Agreement dated
as of April ___, 2002 (as it may be amended in accordance with
its terms, the "Credit Agreement") among Global Industries, Ltd.,
a Louisiana corporation (the "Company"), the Mexican Borrower,
the Lenders listed therein, and Bank One, N.A., as Administrative
Agent for the Lenders.  Unless otherwise defined in this
certificate, capitalized terms used herein that are defined in
the Credit Agreement shall have the meanings set forth in the
Credit Agreement.

        The Company hereby certifies (a) that no Default has
occurred or is continuing, (b) that all of the representations
and warranties made by the Borrowers in the Credit Agreement
(other than those made as of a specific date) are true and
correct as if made on this date, and (c) that as of the last day
of the fiscal quarter ending immediately preceding the date of
this Certificate the following amounts and calculations were true
and correct:

1.      Section 6.10.  Leverage Ratio.

Maximum Permitted:



For the fiscal quarter from January 1, 2002
ending March 31, 2002                             2.95 to 1.00


For the fiscal quarter from April 1, 2002
ending June 30, 2002                              2.25 to 1.00


For the fiscal quarter from July 1, 2002
ending September 30, 2002                         2.00 to 1.00

For the fiscal quarter from October 1, 2002
ending September 30, 2002                         1.75 to 1.00


For all fiscal quarters from January 1, 2003
and thereafter                                    1.75 to 1.00


(a)	all Funded Debt of the Company and
        its Subsidiaries                          $ ____________

(b)	any unrestricted cash balances of
        the Company and the Guarantors in
        excess of an aggregate of
        $20,000,000.00 deposited with
        Lenders or held in an escrow or
        similar account as of such time,
        all determined in accordance with
        GAAP                                      $ _____________

(c)	Consolidated Net Income for the
        four-fiscal quarter period then
        ended                                     $ _____________

(d)	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)                       $ _____________

(e)	to the extent included in
        determining Consolidated Net
        Income, extraordinary gains, net
        of related income taxes, all
        determined in accordance with GAAP        $ _____________

(f)	[(a) + (b)] divided by [(c) + (d)
        -(e)]                                       _____ to 1.00


2.	Section 6.11.	Net Worth.

Consolidated Net Worth as of the last day
of the fiscal quarter then ended                  $ _____________


Minimum Permitted:

(a)	Beginning requirement:

        (i)  until but not including
        June 30, 2002                             $345,000,000.00

        (ii) June 30, 2002 and
        thereafter                                $440,000,000.00

(b)	50% of its Consolidated Net
        Income for each fiscal quarter
        beginning with the fiscal
        quarter ending on December 31,
        1999, during which
        Consolidated Net Income is
        positive, but without
        reductions for any fiscal
        quarters during which
        Consolidated Net Income is
        negative                                  $______________

(c)	100% of the Net Cash Proceeds
        from any Equity Issuance on
        and after January 1, 2001                 $______________

(d)	without duplication of the
        preceding clause (c), 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                    $_______________

(e)	[(a) + (b) + (c) + (d)]                   $_______________




3.       Section 6.12.   Minimum Fixed Charge Coverage Ratio.


Maximum Permitted:



For the fiscal quarter from January 1, 2002
through March 31, 2002                            1.25 to 1.00

For the fiscal quarter from April 1, 2002
through June 30, 2002                             1.30 to 1.00

For the fiscal quarter from July 1, 2002
through September 30, 2002                        1.35 to 1.00

For the fiscal quarter from October 1, 2002
through December 31, 2002                         1.40 to 1.00

For all fiscal quarters from January 1, 2002
and thereafter                                    1.40 to 1.00


(a)     [1(c) + 1(d) - 1(e)]                      $_______________

(b)	Consolidated Replacement
        Capital Expenditures for
        the four-fiscal quarter
        period then ended                         $_______________

(c)	Consolidated Interest
        Expense for such Period                   $_______________

(d)	Scheduled principal payment
        on Consolidated Funded Debt
        for such period                           $_______________

(e)     Consolidated Rentals for
        such period                               $_______________

(f)     Cash taxes paid, net of tax
        refunds for such period                   $_______________

(g)     cash dividends and stock
        repurchases (other than
        stock repurchases made in
        the ordinary course of
        business in connection with
        any employee benefit or
        option plan) made for such
        period                                    $_______________

(h)     (a) - (b) + (e) divided by [(c)
        + (d) + (e) + (f) + (g)]                  ________ to 1.00

4.      Section 6.13. Capital Expenditures.


Maximum Amounts:

        Calendar Year                             Maximum Amount
        -------------                             --------------

           2002                                   $35,000,000.00

           2003                                   $40,000,000.00

           2004                                   $45,000,000.00


(a)	Carryover Amount, if any,
        for prior fiscal year                     $_____________

(b)	Year to date Capital
        Expenditures                              $_____________




        Executed this _____ day of __________, ____.


                                        GLOBAL INDUSTRIES, LTD.


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________





                             EXHIBIT C


                          FORM OF GUARANTY


        This Guaranty dated as of [____________, _____] ("Guaranty")
is among the entities named on the signature pages hereto  (each
a "Guarantor" and collectively, the "Guarantors"), in favor of
Bank One, NA, as administrative agent ("Secured Party") for the
Credit Parties (as defined below).


                            INTRODUCTION

        A. Global Industries, Ltd., a Louisiana corporation (the
"Parent Borrower"), and Global Offshore Mexico, S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital
variable (the "Mexican Borrower" and, together with the Parent
Borrower, the "Borrowers"), have entered into a Second Amended
and Restated Credit Agreement dated as of April ___, 2002 (as
amended, modified, supplemented or restated from time to time,
the "Credit Agreement, " the defined terms of which are used in
this Guaranty unless otherwise defined herein) together with the
lenders party thereto (the "Lenders"), and Bank One, NA, as
administrative agent ("Administrative Agent") for the Lenders,
providing for the making of Advances by the Lenders and the
Swingline Bank, and the issuance of Letters of Credit by the
Issuing Bank.

        B. The Parent Borrower may from time to time enter into
one or more Rate Hedging Agreements with a Lender or an affiliate
of a Lender (any such Lender or affiliate party to a Rate Hedging
Agreement being referred to herein as a "Swap Counterparty," and
together with the Secured Party, the Lenders, the Administrative
Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the "Credit Parties").

        C. [The Parent Borrower is the principal financing entity
for all capital requirements of its Subsidiaries, and from time
to time the Parent Borrower has made capital contributions and
advances to its Subsidiaries, including the Guarantors.  Each of
the Guarantors is a wholly owned direct or indirect subsidiary of
the Parent Borrower and will derive substantial direct or
indirect benefit from the transactions contemplated by the Credit
Agreement.]

        D. [The Mexican Borrower is the principal financing entity
for all capital requirements of the Guarantors, and from time to
time the Mexican Borrower has made advances to the Guarantors.
Each of the Guarantors will derive substantial direct or indirect
benefit from the transactions contemplated by the Credit
Agreement.]

        E. Under the Credit Agreement, it is a condition to the
making of the Advances by the Lenders, the issuance of the
Letters of Credit by the Issuing Bank, and the entering into of
Rate Hedging Agreements by the Swap Counterparties, that each of
the Guarantors shall have executed and delivered this Guaranty.

        Therefore, in order to induce the Lenders to make the
Advances, the Issuing Bank to issue Letters of Credit, and the
Swap Counterparties to enter into Rate Hedging Agreements, each
of the Guarantors hereby agrees with Secured Party for its
benefit and the ratable benefit of the other Credit Parties as
follows:

Section 1.  Guaranty.  Each of the Guarantors, jointly and severally,
hereby unconditionally and irrevocably guarantees the punctual
payment when due, whether at stated maturity, by acceleration or
otherwise, of all Obligations of [the [Parent] [Mexican]
Borrower] [any guarantors of the foregoing Obligations]  now or
hereafter existing under the Credit Agreement, the Notes, and any
other Credit Document, whether for principal, Reimbursement
Obligations, Rate Hedging Obligations owing to any Swap
Counterparty, interest, fees, expenses, indemnification or
otherwise (all such obligations being the "Guaranteed
Obligations"), and any and all expenses (including reasonable
counsel fees and expenses) incurred by the Secured Party, the
Administrative Agent, the Issuing Bank, any Lender, or any other
Credit Party in enforcing any rights under this Guaranty.
Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts which
constitute part of the Guaranteed Obligations even if such
Guaranteed Obligations are declared unenforceable or not
allowable in a bankruptcy, reorganization, or similar proceeding
involving [the [Parent] [Mexican] Borrower] [such guarantor of
such forgoing Obligations].  This Guaranty is a guarantee of
payment, not of collection, and the Guarantors are primarily
liable for the payment of the Guaranteed Obligations.

Section 2.  [Limit of Liability.  Each of the Guarantors shall be
liable under this Guaranty only to the extent of the greater of
(i) the "reasonably equivalent value" or "fair consideration" (or
equivalent concept) received by each such Guarantor in exchange
for the obligation incurred hereunder, within the meaning of any
applicable state or federal fraudulent conveyance or transfer
laws, (ii) the lesser of (A) the maximum amount that will not
render such Guarantor insolvent and (B) the maximum amount that
will not leave such Guarantor with an unreasonably small capital
(with clauses (A) and (B) being determined pursuant to and as of
the appropriate date mandated by such applicable state or federal
fraudulent conveyance or transfer laws, and (iii) the largest
amount that would not render such Guarantor's obligations
hereunder subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any state
law.]

Section 3.  Guaranty Absolute.  Each of the Guarantors guarantees
that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Credit Agreement and the other
Credit Documents, regardless of any law, regulation, or order now
or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Secured Party, the Administrative
Agent, the Issuing Bank, any Lender, or any other Credit Party
with respect thereto.  The obligations of each Guarantor under
this Guaranty are independent of the Guaranteed Obligations and
are joint and several with any other guarantor of the Guaranteed
Obligations in each and every particular, and a separate action
or actions may be brought and prosecuted against any Borrower,
any Guarantor, any other guarantor of the Guaranteed Obligations,
or any other Person regardless of whether any other Borrower, any
other Guarantor, any other guarantor of the Guaranteed
Obligations, or any other Person is joined in any such action or
actions.  The liability of each Guarantor under this Guaranty
shall be absolute and unconditional irrespective of:

        (a) The unenforceability of the Guaranteed Obligations
or any Credit Document (other than this Guaranty against such
Guarantor) for any reason whatsoever, including that the act of
creating the Guaranteed Obligations is ultra vires, that the
officers or representatives executing the documents creating the
Guaranteed Obligations exceeded their authority, that the
Guaranteed Obligations violate usury or other laws, or that the
[Parent][Mexican] Borrower has defenses to the payment of the
Guaranteed Obligations, including breach of warranty, statute of
frauds, bankruptcy, statute of limitations, lender liability, or
accord and satisfaction;

        (b) Any change in the time, manner, or place of
payment of, or in any term of, any of the Guaranteed Obligations,
any increase, reduction, extension, or rearrangement of the
Guaranteed Obligations, any amendment, supplement, or other
modification of the Credit Documents, or any waiver or consent
granted under the Credit Documents, including waivers of the
payment and performance of the Guaranteed Obligations;

        (c) Any release, exchange, subordination, waste, or
other impairment (including negligent, willful, unreasonable, or
unjustifiable impairment) of any collateral securing payment of
the Guaranteed Obligations; the failure of the Secured Party, the
Administrative Agent, the Issuing Bank, any Lender, any other
Credit Party or any other person to exercise diligence or
reasonable care in the preservation, protection, enforcement,
sale, or other handling of such collateral; the fact that any
security interest, lien, or assignment related to any collateral
for the Guaranteed Obligations shall not be properly perfected,
or shall prove to be unenforceable or subordinate to any other
security interest, lien, or assignment;

        (d) Any full or partial release of the
[Parent][Mexican] Borrower, any Guarantor, or any other person
liable for the payment of the Guaranteed Obligations (other than
the full or partial release of such Guarantor);

        (e) The failure to apply or the manner of applying
payments of the proceeds of collateral against the Guaranteed
Obligations;

        (f) Any change in the organization or structure of the
[Parent][Mexican] Borrower, any Guarantor, or any other person
liable for the payment of the Guaranteed Obligations; any change
in the shareholders, directors, or officers of the
[Parent][Mexican] Borrower or any other person liable for the
payment of the Guaranteed Obligations; or the insolvency,
bankruptcy, liquidation, or dissolution of the [Parent][Mexican]
Borrower or any other person liable for the payment of the
Guaranteed Obligations;

        (g) The failure to give notice of any extension of
credit made by the Secured Party, the Administrative Agent, the
Issuing Bank, any Lender or any other Credit Party to the
[Parent][Mexican] Borrower, notice of acceptance of this
Guaranty, notice of any amendment, supplement, or other
modification of any Credit Document, notice of the execution of
any document or agreement creating new Guaranteed Obligations,
notice of any default or event of default, however denominated,
under the Credit Documents, notice of intent to demand, notice of
demand, notice of presentment for payment, notice of nonpayment,
notice of intent to protest, notice of protest, notice of grace,
notice of dishonor, notice of intent to accelerate, notice of
acceleration, notice of bringing of suit, notice of the Secured
Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Credit Party's transfer of the Guaranteed Obligations,
notice of the financial condition of or other circumstances
regarding the [Parent][Mexican] Borrower or any other Obligor, or
any other notice of any kind relating to the Guaranteed
Obligations;

        (h) Any payment or grant of collateral by any Obligor
to the Secured Party, the Administrative Agent, the Issuing Bank,
any Lender or any other Credit Party being held to constitute a
preference under bankruptcy laws, or for any reason the Secured
Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Credit Party is required to refund such payment or
release such collateral;

        (i) Any other action taken or omitted which affects
the Guaranteed Obligations, whether or not such action or
omission prejudices any Guarantor or increases the likelihood
that any Guarantor will be required to pay the Guaranteed
Obligations pursuant to the terms hereof;

        (j) The fact that all or any of the Guaranteed
Obligations cease to exist by operation of law, including,
without limitation, by way of discharge, limitation or tolling
thereof under applicable bankruptcy laws; and

        (k) Any other circumstances which might otherwise
constitute a defense available to, or a discharge of the
[Parent][Mexican] Borrower or any Guarantor (other than the
discharge of such Guarantor).

Section 4.  Certain Waivers.

        4.01 Notice and Other Remedies.  Each of the Guarantors
hereby waives promptness, diligence, notice of acceptance, notice
of acceleration, notice of intent to accelerate, and any other
notice with respect to any of the Guaranteed Obligations and this
Guaranty and any requirement that the Secured Party, the
Administrative Agent, the Issuing Bank, any Lender or any other
Credit Party protect, secure, perfect or insure any security
interest or other Lien or any Property subject thereto or exhaust
any right to take any action against the [Parent][Mexican]
Borrower or any other Person or any collateral.

        4.02 Waiver of Subrogation and Contribution.

        (a)  Until such time as the Guaranteed Obligations are
irrevocably paid in full, each of the Guarantors hereby irrevocably
waives any claim or other rights which it may acquire against the
[Parent][Mexican] Borrower or any other guarantor of the
Guaranteed Obligations that arise from such Guarantor's
Guaranteed Obligations under this Guaranty or any other Credit
Document, including, without limitation, any right of subrogation
(including, without limitation, any statutory rights of
subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C.
' 509), reimbursement, exoneration, contribution,
indemnification, or any right to participate in any claim or
remedy of the Secured Party, the Administrative Agent, the
Issuing Bank, any Lender or any other Credit Party against the
[Parent][Mexican] Borrower or any collateral which the Secured
Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Credit Party now has or acquires.  If any amount shall
be paid to any Guarantor in violation of the preceding sentence
and the Guaranteed Obligations shall not have been paid in full,
such amount shall be held in trust for the benefit of the Secured
Party, the Administrative Agent, the Issuing Bank, the Lenders
and any other Credit Parties, and shall promptly be paid to the
Secured Party for the benefit of the Secured Party, the
Administrative Agent, the Issuing Bank, the Lenders and any other
Credit Parties to be applied to the Guaranteed Obligations,
whether matured or unmatured, as the Secured Party may elect.
Each of the Guarantors acknowledges that it will receive direct
and indirect benefits from the financing arrangements
contemplated by the Credit Agreement and that the waiver set
forth in this Section 4.02(a) is knowingly made in contemplation
of such benefits.

        (b) Each of the Guarantors agrees that, to the extent
that the [Parent][Mexican] Borrower makes payments to the Secured
Party, the Administrative Agent, the Issuing Bank, any Lender or
any other Credit Party, or the Secured Party, the Administrative
Agent, the Issuing Bank, any Lender or any other Credit Party
receives any proceeds of collateral, and such payments or
proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, or
otherwise required to be repaid, then to the extent of such
repayment the Guaranteed Obligations shall be reinstated and
continued in full force and effect as of the date such initial
payment or collection of proceeds occurred.  EACH OF THE
GUARANTORS SHALL INDEMNIFY THE SECURED PARTY, THE ADMINISTRATIVE
AGENT, THE ISSUING BANK, THE LENDERS, AND ANY OTHER CREDIT
PARTIES AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM, AND DISCHARGE,
RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL
LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES TO
WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES,
LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES ARISE
OUT OF OR RESULT FROM (I) ANY ACTUAL OR PROPOSED USE BY THE
[PARENT] [MEXICAN] BORROWER OR ANY AFFILIATE OF THE [PARENT]
[MEXICAN] BORROWER OF THE PROCEEDS OF ANY ADVANCE, (II) ANY
BREACH BY ANY GUARANTOR OF ANY PROVISION OF THIS GUARANTY OR ANY
OTHER CREDIT DOCUMENT, (III) ANY INVESTIGATION, LITIGATION OR
OTHER PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR
PROCEEDING) RELATING TO THE FOREGOING, OR (IV) ANY ENVIRONMENTAL
CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING
TO THE PRESENT OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES, OR THE
OPERATIONS OR BUSINESS, OF ANY GUARANTOR OR ANY OBLIGOR, AND EACH
OF THE GUARANTORS SHALL REIMBURSE THE SECURED PARTY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, EACH LENDER AND EACH
OTHER CREDIT PARTY, AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UPON DEMAND
FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING LEGAL FEES)
INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION, LITIGATION OR
OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES,
LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS, DAMAGES, OR
EXPENSE INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED'S OWN
NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES,
GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, DISBURSEMENTS, CLAIMS, DAMAGES OR EXPENSES INCURRED BY
REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
PERSON TO BE INDEMNIFIED.

Section 5.  Representations and Warranties.  Each of the Guarantors
hereby represents and warrants as follows:

        (a) Business Existence.  Each of the Guarantors is
duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its organization and in good standing
and qualified to do business in each jurisdiction where its
ownership or lease of Property or conduct of its business
requires such qualification and where a failure to be qualified
could reasonably be expected to cause a Material Adverse Change.

        (b) Corporate Power.  The execution, delivery, and
performance by each of the Guarantors of this Guaranty and the
other Credit Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby
(a) are within such Guarantor=s powers, (b) have been duly
authorized by all necessary action, (c) do not contravene
(i) such Guarantor=s organizational and constitutional documents
or (ii) any law or any contractual restriction binding on or
affecting such Guarantor or its Property, and (d) will not result
in or require the creation or imposition of any Lien prohibited
by the Credit Agreement.

        (c) Authorization and Approvals.  No authorization or
approval or other action by, and no notice to or filing with, any
Governmental Authority is required for the due execution,
delivery and performance by the Guarantors of this Guaranty or
the other Credit Documents to which any Guarantor is a party or
the consummation of the transactions contemplated thereby.

        (d) Enforceable Obligations.  This Guaranty and the
other Credit Documents to which the Guarantor is a party have
been duly executed and delivered by the Guarantor.  Each Credit
Document to which the Guarantors are a party is the legal, valid,
and binding obligation of each of the Guarantors and is
enforceable against each of the Guarantors in accordance with its
terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium, or
similar law affecting creditors' rights generally.

Section 6.  Covenants.

        (a) Each of the Guarantors will comply with all
provisions of Articles V and VI of the Credit Agreement to the
extent such Sections are applicable to such Guarantor.

        (b) In the event that the Administrative Agent wishes
to enforce the guarantee contained in Section 1 hereof against a
Guarantor, it shall make written demand for payment from such
Guarantor, provided that no such demand shall be required if such
Guarantor is in bankruptcy, liquidation, or other insolvency
proceedings, and provided that failure by the Administrative
Agent to make such demand shall not affect any Guarantor's
obligations under this Guaranty.

        (c) All indebtedness of any Guarantor (hereinafter in
this section, "such Guarantor") to another Guarantor or the
Parent Borrower or any of its Subsidiaries shall be subordinated
to all indebtedness of such Guarantor to the Agent and the
Lenders under the Credit Agreement (the "Senior Indebtedness"),
as follows:

                (i) In the event of any insolvency or bankruptcy
proceedings, or any receivership liquidation, reorganization, or
other similar proceedings in connection therewith, relative to
such Guarantor, or to its property, or in the event of any
proceedings for voluntary liquidation, dissolution, or other
winding up of such Guarantor, whether or not involving insolvency
or bankruptcy, then the holders of the Senior Indebtedness shall
be entitled to receive payment in full of all Senior Indebtedness
before any other Guarantor or the Parent Borrower or any of its
Subsidiaries shall receive any payment on account of principal or
interest due such Person from such Guarantor;

                (ii) After the occurrence and during the
continuance of an Event of Default, such Guarantor shall not
exercise or attempt to exercise any right of offset or
counterclaim in respect of any of its obligations to any other
Guarantor or the Parent Borrower or any of its Subsidiaries if
the effect thereof shall be to reduce the amount of any payment
to which the holders of Senior Indebtedness would be entitled in
the absence of such offset or counterclaim; and if and to the
extent that, notwithstanding the foregoing, such Guarantor is
required by any mandatory provisions of law to exercise any such
right of offset or counterclaim, each reduction of the amount
owing on the account of the principal of or premium (if any) or
interest owed to any other Guarantor or the Parent Borrower or
any of its Subsidiaries by reason of such offset or counterclaim
shall be deemed to be a payment by such Guarantor in a like
amount in respect of such amounts which clause (iv) below shall
apply;

                (iii) Following the occurrence and during the
continuance of any Event of Default, (A) payment of the principal
or interest upon any indebtedness owed to any other Guarantor or
the Parent Borrower or any of its Subsidiaries shall not be made
thereunder until payment in full of all Senior Indebtedness has
been made and (B) the holders of the Senior Indebtedness shall be
entitled to receive payment in full of all Senior Indebtedness
prior to the entitlement of any other Guarantor or the Parent
Borrower or any of its Subsidiaries to receive any payment of the
principal or interest (except for payments which have been made
prior to the occurrence of such Event of Default);

                (iv) If, notwithstanding the provisions of the
foregoing subparagraphs (i) through (iii), any payment or
distribution on any indebtedness shall be received by any other
Guarantor or the Parent Borrower or any of its Subsidiaries while
an Event of Default exists and before the holders of the Senior
Indebtedness shall have received payment in full on all Senior
Indebtedness, such payment or distribution shall be (and shall be
deemed to be) held in trust for the benefit of, and shall be paid
over or delivered or transferred to, the holders of the Senior
Indebtedness for application to the payment of all Senior
Indebtedness held by such holder to the extent necessary to
satisfy such Senior Indebtedness; and

                (v) No present or future holder of Senior
Indebtedness shall be prejudiced in its right to enforce
subordination of any other Guarantor or the Parent Borrower or
any of its Subsidiaries by any act or failure to act on the part
of such Guarantor whether or not such act or failure shall give
rise to any right of rescission or other claim or cause of action
on the part of any other Guarantor or the Parent Borrower or any
of its Subsidiaries.  The provisions of the foregoing paragraphs
with respect to subordination are solely for the purpose of
defining the relative rights of the holders of Senior
Indebtedness on the one hand, and any other Guarantor or the
Parent Borrower or any of its Subsidiaries on the other hand, and
none of such provisions shall impair, as between such Guarantor
and any other Guarantor or the Parent Borrower or any of its
Subsidiaries, the obligation of such Guarantor, which is
unconditional and absolute, to pay to any other Guarantor or the
Parent Borrower or any of its Subsidiaries the principal and
interest of any indebtedness in accordance with its terms, nor
shall anything in such provisions prevent any other Guarantor or
the Parent Borrower or any of its Subsidiaries  from exercising
all remedies otherwise permitted by applicable law or hereunder
upon default hereunder, subject to the rights of holders of
Senior Indebtedness under such provisions.

Section 7.  Miscellaneous.

        7.01 Amendments, Etc.  No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the
Guarantors therefrom shall be effective unless the same shall be
in writing and signed by the Secured Party, the Administrative
Agent, the Majority Lenders and the [Parent][Mexican] Borrower;
provided that any amendment or waiver releasing any Guarantor
from any liability hereunder shall be signed by all the Credit
Parties and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which
given.

        7.02 Addresses for Notices.  All notices and other
communications to any Person provided for hereunder shall be
delivered to the address of such Person set forth next to the
signatures below, or to such other address as shall be designated
by the Guarantors or the Secured Party in written notice to the
other party.  All such notices or communications shall be
effective as set forth in the Credit Agreement.

        7.03 No Waiver; Remedies.  No failure on the part of the
Secured Party, the Administrative Agent, the Issuing Bank, any
Lender or any other Credit Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

        7.04 Right of Set-Off.  Upon (a) the occurrence and during
the continuance of any Default and (b) the making of the request
or the granting of the consent, if any, specified by Section 7.02
of the Credit Agreement to authorize the Administrative Agent to
declare the Notes and any other amounts payable under the Credit
Agreement due and payable pursuant to the provisions of such
Section 7.02 or the automatic acceleration of the Notes and all
amounts payable under the Credit Agreement pursuant to Section
7.03 thereunder, the Secured Party, the Administrative Agent, the
Issuing Bank, each Lender and each other Credit Party is hereby
authorized at any time, to the fullest extent permitted by law,
to set off and apply any deposits (general or special, time or
demand, provisional or final) and other indebtedness owing by the
Secured Party, the Administrative Agent, the Issuing Bank, such
Lender, or such other Credit Party to the accounts of the
Guarantors against any and all of the obligations of the
Guarantors under this Guaranty, irrespective of whether or not
the Secured Party, the Administrative Agent, the Issuing Bank,
such Lender or such other Credit Party shall have made any demand
under this Guaranty and although such obligations may be
contingent and unmatured.  The Secured Party, the Administrative
Agent, the Issuing Bank, each Lender and each other Credit Party
agrees promptly to notify the Guarantors after any such set-off
and application made by the Secured Party, the Administrative
Agent, the Issuing Bank, such Lender or such other Credit Party
provided that the failure to give such notice shall not affect
the validity of such set-off and application.  The rights of the
Secured Party, the Administrative Agent, the Issuing Bank, the
Lenders and the other Credit Parties under this Section 7.04 are
in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Secured Party, the
Administrative Agent, the Issuing Bank, the Lenders and the other
Credit Parties may have.

        7.05 Continuing Guaranty; Assignments under Credit
Agreement.  This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until the indefeasible
payment in full of the Guaranteed Obligations and all other
amounts payable under this Guaranty, (b) be binding upon the
Guarantors and their respective successors and assigns, (c) inure
to the benefit of, and be enforceable by, the Secured Party, the
Administrative Agent, the Issuing Bank, each of the Lenders and
each of the other Credit Parties and their respective successors,
transferees and assigns, and (d) not be terminated by any
Guarantor or any other Person.  Without limiting the generality
of the foregoing clause (c), the Issuing Bank, any Lender and any
other Credit Party may assign or otherwise transfer all or any
portion of its rights and Guaranteed Obligations under the Credit
Documents in accordance with the Credit Agreement and the
assignee shall thereupon become vested with all the benefits in
respect thereof granted to the Issuing Bank, such Lender or such
other Credit Party herein or otherwise.  Upon the indefeasible
payment in full and termination of the Guaranteed Obligations,
the guaranty granted hereby shall terminate and all rights
hereunder shall revert to the Guarantor to the extent such rights
have not been applied pursuant to the terms hereof.  Upon any
such termination, the Secured Party will, at each Guarantor's
expense, execute and deliver to such Guarantor such documents as
such Guarantor shall reasonably request and take any other
actions reasonably requested to evidence or effect such
termination. This Guaranty is not assignable by any Guarantor
without the written consent of all of the Credit Parties.

        7.06 Judgment Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from a
Guarantor hereunder in the currency expressed to be payable
herein (the "specified currency") into another currency, the
parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Secured
Party could purchase the specified currency with such other
currency at the Secured Party's main Chicago office on the
Business Day preceding the day on which final, non-appealable
judgment is given.  The obligations of a Guarantor in respect of
any sum due to the Secured Party hereunder shall, notwithstanding
any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following
receipt by the Secured Party of any sum adjudged to be so due in
such other currency the Secured Party may in accordance with
normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally
due to the Secured Party in the specified currency, such
Guarantor agrees, to the fullest extent that it may effectively
do so, as a separate obligation and notwithstanding any such
judgment, to indemnify the Secured Party against such loss, and
if the amount of the specified currency so purchased exceeds (a)
the sum originally due to the Secured Party in the specified
currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate
payment to such Lender under Section 2.12 of the Credit
Agreement, the Secured Party agrees to remit such excess to such
Guarantor.

        7.07 Governing Law; Submission to Jurisdiction.

                (a) This Guaranty shall be governed by, and construed
and enforced in accordance with, the laws of the State of New
York, except to the extent provided in Section 7.07(b) hereof and
to the extent that the federal laws of the United States of
America may otherwise apply.

                (b) Notwithstanding anything in Section 7.07(a) hereof
to the contrary, nothing in this Guaranty shall be deemed to
constitute a waiver of any rights which the Secured Party, the
Administrative Agent, the Issuing Bank, any of the Lenders or any
of the other Credit Parties may have under the National Bank Act
or other federal law, including without limitation the right to
charge interest at the rate permitted by the laws of the state
where the Secured Party, the Administrative Agent, the Issuing
Bank, the applicable Lender or any other applicable Credit Party
is located.

                (c) EACH OF THE GUARANTORS HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS
AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM.

                (d) EACH OF THE GUARANTORS HEREBY IRREVOCABLY
APPOINTS CT CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN
OFFICE ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK
10019, AS ITS AGENT TO RECEIVE ON BEHALF OF IT AND ITS PROPERTIES
SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER
PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.
SUCH SERVICE MAY BE MADE BY MAILING BY CERTIFIED MAIL A COPY OF
SUCH PROCESS TO SUCH GUARANTOR IN CARE OF THE PROCESS AGENT AT THE
PROCESS AGENT'S ABOVE ADDRESS, WITH A COPY TO SUCH GUARANTOR AT
ITS ADDRESS SPECIFIED ON THE SIGNATURE PAGES HERETO, AND EACH
GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE
METHOD OF SERVICE, EACH GUARANTOR ALSO IRREVOCABLY CONSENTS TO
THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING BY CERTIFIED MAIL OF COPIES OF SUCH
PROCESS TO IT AT ITS ADDRESS FOR NOTICE SPECIFIED IN SECTION 7.02
HEREOF.  EACH GUARANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.

                (e) EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL
PROCEEDING, DIRECTLY OR INDIRECTLY,  (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
GUARANTY, ANY OTHER CREDIT DOCUMENT, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.  ANY JUDICIAL PROCEEDING BY ANY OF THE
GUARANTORS INVOLVING, DIRECTLY OR INDIRECTLY, THIS GUARANTY, OR
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY OTHER CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN ILLINOIS.


	[The rest of this page has been left blank intentionally.]

        Each of the Guarantors has caused this Guaranty to be duly
executed as of the date first above written.


                                        [GUARANTORS]


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________

                                        Address: ____________________

                                        _____________________________

                                        Attention: __________________

                                        Telecopy: ___________________




                             EXHIBIT D

         MORTGAGE, ASSIGNMENT OF LEASES, AND SECURITY AGREEMENT
                       SECURING FUTURE ADVANCES

                                BY

                  [________________________________]


        BE IT KNOWN, that on this [______ day of
____________________, 20__], before me, the undersigned Notary
Public duly commissioned and qualified, personally came and
appeared:

                [__________________], a Louisiana
                corporation, appearing herein through its
                undersigned officer duly authorized hereunto,
                pursuant to resolutions of its Board of
                Directors, a certified copy of which is
                annexed hereto, which has a mailing address
                of [__________________], and a Federal Tax
                Identification No. of  [__________________]
                ("Mortgagor"),

which said Mortgagor did acknowledge and declare for the benefit
of BANK ONE, NA, a national banking association, whose federal
tax identification number is [36-0899825], with a mailing address
of One First National Plaza, Chicago, Illinois 60670,
individually (in such capacity, "Bank One") and as collateral
agent (in such capacity, "Collateral Agent") for the Credit
Parties (as hereinafter defined), with the Collateral Agent
acting hereunder on behalf of the Credit Parties being referred
to as "Mortgagee", as follows:

                             RECITALS

        A.      Global Industries, Ltd., a Louisiana corporation (the
"Parent Borrower"), and Global Offshore Mexico, S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital
variable (the "Mexican Borrower" and, together with the Parent
Borrower, the "Borrowers"), have entered into a Second Amended
and Restated Credit Agreement dated as of April ___, 2002 (as
amended, modified, supplemented or restated from time to time,
the "Credit Agreement") together with the lenders party thereto
(the "Lenders"), and Bank One, NA, as administrative agent
("Administrative Agent") for the Lenders, providing for the
making of Advances by the Lenders and the Swingline Bank, and the
issuance of Letters of Credit by the Issuing Bank.  (All
capitalized terms not otherwise defined in this Mortgage shall
have the meaning assigned to such terms in the Credit Agreement).

        B.      The Parent Borrower is the direct or indirect sole
shareholder of Mortgagor and the Mexican Borrower.

        C.      Mortgagor desires to execute this Mortgage in order to
secure the full and punctual payment and performance of the
Indebtedness (as hereinafter defined).

        D.      The making of the loans by the Credit Parties to the
Borrowers has been and will in the future be of substantial
benefit to the Mortgagor and, consequently, the Mortgagor has
agreed to execute and deliver this Mortgage and to grant the
mortgage liens and security interests provided for herein.

        NOW, THEREFORE, the Mortgagor hereby agrees with the
Mortgagee, for its benefit and the benefit of the Credit Parties,
as follows:

                             ARTICLE I

                            DEFINITIONS

        Section 1.1. Terms Defined Above. As used in this Mortgage,
the terms "Mortgagor," "Bank One," "Collateral Agent," "Mortgagee,"
"Parent Borrower," "Mexican Borrower," "Borrowers," and "Credit
Agreement" shall have the meanings indicated above.

        Section 1.2. Certain Definitions. As used in this Mortgage,
the following terms shall have the meanings indicated, unless the
context otherwise requires:

        "Collateral" shall have the meaning set forth in Section 2.3
("Security Interests") of this Mortgage.

        "Credit Parties" shall mean the Lenders, the Administrative
Agent, the Issuing Bank, and the Swingline Bank, and their
respective successors and assigns.

        "Default" shall mean the occurrence of any of the events
specified (or incorporated by reference to the Credit Agreement)
in Section 5.1 ("Events of Default") hereof, whether or not any
requirement for notice or lapse of time or other condition
precedent has been satisfied.

        "Default Rate" shall mean the rate of interest then payable
under the Credit Agreement for a past-due Base Rate Advance.

        "Event of Default" shall have the meaning set forth in
Section 5.1 ("Events of Default") of this Mortgage.

        "Indebtedness" shall mean the Secured Obligations and all of
the following:

        (a)     the payment of all other amounts with interest
thereon becoming due and payable under the terms of the Credit
Documents, or any instrument securing or executed in connection
with the Notes, including (but not limited to) any monies advanced
by the Agent, the Issuing Bank, the Swingline Bank, or any of the
Lenders on behalf of any Borrower;

        (b)     any extension, modification, renewal or
reamortization of the Secured Obligations, and any increase or
addition thereto; and

        (c)     the payment of all other indebtedness and
obligations, of whatever kind or character, now owing or
which may hereafter become owing by Mortgagor, any Borrower,
or any guarantor of the Secured Obligations to the Credit
Parties, pursuant to the terms and conditions of the
Credit Documents, whether such indebtedness is direct
or indirect, primary or secondary, fixed or contingent,
or arises out of or is evidenced by a note, deed of
trust, open account, overdraft, endorsement, surety
agreement, guaranty or otherwise, it being contemplated
that Mortgagor and the Borrowers may hereafter become
indebted to the Credit Parties for further sum or sums.

        "Leases" shall have the meaning set forth in Section 2.2
("Assignment of Leases and Rentals") of this Mortgage.

        "Lenders" shall mean the lenders (including Bank One) which
are parties to the Credit Agreement and their respective
successors and assigns.

        "Lien" shall mean any interest in property securing an
obligation owed to, or a claim by, a Person other than the owner
of the property, whether such interest is based on jurisprudence,
statute, or contract, and including but not limited to the lien
or security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or
a lease, consignment or bailment for security purposes. The term

        "Lien" shall include reservations, exceptions, encroachments,
easements, servitudes, usufructs, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and
encumbrances affecting property. For the purposes of this
Mortgage, the Mortgagor shall be deemed to be the owner of any
property which it has accrued or holds subject to a conditional
sale agreement, financing lease or other arrangement pursuant to
which title to the property has been retained by or vested in
some other Person for security purposes.

        "Mortgage" shall mean this Mortgage, Assignment of Leases
and Security Agreement Securing Future Advances, as amended or
supplemented from time to time.

        "Mortgaged Property" shall have the meaning set forth in
Section 2.1 ("Hypothecation") of this Mortgage.

        "Note" and "Notes" shall have the meanings set forth in the
Credit Agreement and shall include all extensions, renewals,
modifications, increases and rearrangements of same.

        "Permitted Liens" shall have the meaning set forth in the
Credit Agreement.

        "Person" shall mean any individual, corporation, limited
liability company, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, government or
any agency or political subdivision thereof, or any other form of
entity.

        "Premises" shall have the meaning set forth in Section 2.1
("Hypothecation") of this Mortgage.

        "Proceeds" shall mean all cash and non-cash proceeds of, and
all other profits, rentals or receipts, in whatever form, arising
from the collection, sale, lease, exchange, assignment, licensing
or other disposition of, or realization upon, Collateral,
including without limitation all claims of the Mortgagor against
third parties for loss of, damage to or destruction of, or for
proceeds payable under, or unearned premiums with respect to,
policies of insurance in respect of, any Collateral, and any
condemnation or requisition payments with respect to any
Collateral, and including proceeds of all such proceeds, in each
case whether now existing or hereafter arising.

        "Rentals" shall have the meaning set forth in Section 2.2
("Assignment of Leases and Rentals") of this Mortgage.

        "Secured Obligations" shall mean the Obligations (as such
term is defined in the Credit Agreement), including but not
limited to:

        (a)     the obligations of the Borrowers under the Notes (which
in the aggregate have a stated principal amount of up
to $300,000,000), with interest at the rate stipulated
therein and providing for final maturity on or before
December 30, 2004;

        (b)     the obligations of the Guarantors under the Guaranties;
and

        (c)     any other obligations of the Borrowers or the
Guarantors arising under any Credit Documents, together
with any extensions, modifications, substitutions,
amendments and renewals thereof, the terms of which are
incorporated herein by reference, whether for
principal, interest, fees, expenses, indemnification or
otherwise.

        "Security Interests" shall mean the mortgage liens,
collateral assignments, and security interests in the Collateral
and Proceeds granted hereunder securing the Indebtedness.

        "Tenants" shall have the meaning set forth in Section 2.2
("Assignment of Leases and Rentals") of this Mortgage.

        "UCC" shall mean the Uniform Commercial Code, Commercial
Laws-Secured Transactions (Louisiana Revised Statutes 10:9-101
through 9-605) in the State of Louisiana, as amended from time to
time; provided that if by reason of mandatory provisions of law,
the perfection or the effect of perfection or non-perfection of
the Security Interests in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than
Louisiana, "UCC" means the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof
relating to such perfection or effect of perfection or
non-perfection.

        Section 1.3 Uniform Commercial Code Definitions.  As used
herein, the terms "fixtures," "inventory," "goods," "accounts,"
and  "equipment," shall have the meanings given to those terms
under the UCC.


                             ARTICLE II

                    LIENS AND SECURITY INTEREST

        Section 2.1. Hypothecation. In order to secure all present
and future Indebtedness, all according to the terms and tenor hereof,
Mortgagor does by these presents specially mortgage, affect and
hypothecate in favor of Mortgagee, for the benefit of the Credit
Parties, the following described property, to-wit:

        See Exhibit "A" attached hereto and made a part hereof by
reference;

together with all the buildings and improvements situated on the
above-described immovable property and all appurtenances, rights,
ways, privileges, servitudes, prescriptions and advantages
thereunto belonging or in anywise appertaining, including, but
without limitation, all component parts of the above-described
immovable property, and all component parts of any building or
other construction located on the above-described immovable
property, now or hereafter a part of or attached to said
immovable property or used in connection therewith (said
immovable property, together with said buildings and improvements
and other rights, privileges and interests encumbered or conveyed
hereby collectively referred to as the "Premises") and, further,
together with the right to receive proceeds attributable to the
insurance loss of the Premises, all as provided in Louisiana
Revised Statutes 9:5386.  (All of the foregoing immovable and
movable property and incorporeal rights covered by and subject to
this Mortgage are herein collectively referred to as the
"Mortgaged Property.")

        The Mortgaged Property is to remain so specially mortgaged,
affected and hypothecated unto and in favor of the Mortgagee
until the full and final payment or discharge of the
Indebtedness, and the Mortgagor is herein and hereby bound and
obligated not to sell or alienate the Mortgaged Property, except
under circumstances, if any, expressly permitted by the Credit
Agreement.

        Section 2.2. Assignment of Leases and Rentals.  In accordance
with the provisions of La. R.S. 9:4401, and to further secure the
full and punctual payment and performance of all present and
future Indebtedness, the Mortgagor does hereby assign and pledge
unto Mortgagee, for the benefit of the Credit Parties, and grant
a continuing security interest in, all of the Mortgagor's right,
title and interest in and to (i) all leases affecting the
Mortgaged Property or any part thereof, whether now existing or
hereafter arising, together with any and all renewals, extensions
or modifications thereof (the "Leases"), and (ii) all rentals,
income, profits, security deposits and other sums due or becoming
due under the Leases (the "Rentals"). The rights assigned by this
Mortgage include, without limitation, all of the Mortgagor=s
right, power, privilege and option to modify, amend or terminate
the Leases, or waive or release the performance or satisfaction
of any duty or obligation of any tenant or lessee (each a
"Tenant") under the Leases.

        Section 2.3. The Security Interests. In order to secure the
full and punctual payment and performance of all present and
future Indebtedness, the Mortgagor hereby grants to the
Mortgagee, for the benefit of the Credit Parties, a continuing
security interest in and to all right, title, and interest of the
Mortgagor in, to, or under the following property, whether now
owned or existing or hereafter acquired or arising:

        (a) all of the movable property now or hereafter used in or
        found on or about the Premises, now owned or hereafter
        acquired by Mortgagor, including, but not limited to, all
        goods that become fixtures, all heating, lighting,
        refrigeration, plumbing, ventilating, laundry, incinerating,
        water-heating, cooking, dishwashing, electrical and air
        conditioning equipment, fixtures and appurtenances, together
        with all disposals, dishwashers, machinery, elevators,
        pumps, generators, sprinklers, wiring, pipe, doors, motors,
        compressors, boilers, condensing units, range hoods,
        windows, window screens, window shades, venetian blinds,
        awnings, drapes, shelving, mantels, cabinets, paneling, rugs
        and other floor coverings, and shrubbery, all building
        materials, inventory, furniture, appliances, goods,
        equipment and machinery and all renewals, replacements and
        substitutions thereof and additions thereto and Mortgagor's
        current and future rights as lessee under leases of any of
        the foregoing; all rights, titles and interests of Mortgagor
        in and to all timber to be cut from the Premises covered
        hereby and all minerals in, under and upon, produced or to
        be produced from the Premises, and without limitation of the
        foregoing, any and all permits, licenses, approvals, rights,
        rents, revenues, benefits, leases, concessions, licenses,
        tenements, hereditaments and appurtenances now or hereafter
        owned by Mortgagor and appertaining to, generated from,
        arising out of or belonging to the above described
        properties or any part thereof.  Some of the said items are
        to become "fixtures" on the Premises;

        (b) All judgments, awards of damages, insurance proceeds
        and settlements hereafter made resulting from condemnation
        proceedings or the taking of all or any part of the Premises
        under the power of eminent domain, or for any damage
        (whether caused by a taking, a casualty or otherwise) to the
        Premises or any part thereof, or to any rights appurtenant
        thereto, including, but not limited to, any award for change
        of grade of streets.  The Mortgagee is hereby authorized,
        but shall not be required, on behalf and in the name of
        Mortgagor to execute and deliver valid acquittances for, and
        to appeal from, any such judgments or awards.  Subject to
        the terms and conditions of the Credit Agreement, the
        Mortgagee may apply all such sums or any part thereof so
        received as a payment on the Indebtedness;

        (c) all bonuses, rents, royalties and other accounts
        resulting from the sale of severed minerals or the like
        (including oil and gas) accrued or to accrue under all oil,
        gas or mineral leases affecting the Premises, now existing
        or which may hereafter come into existence.  Mortgagor
        directs payment of the same to the Mortgagee, for the
        benefit of the Credit Parties, at the option of the
        Mortgagee and upon written demand of the Mortgagee therefor,
        to be applied to the Indebtedness until paid, whether due or
        not, and either before or after any Event of Default;

        (d) all books and records (including, without limitation,
        accounting records, customer lists, credit files, computer
        programs and data, tapes, disks, punch cards, data
        processing software, transaction files, master files,
        printouts and other computer materials and records) of the
        Mortgagor relating to the Premises; and

        (e) all Proceeds and products of all or any of the
        Collateral described in clauses (a) through (d) hereof and,
        to the extent not otherwise included, all payments under any
        insurance, indemnity, warranty or guaranty of or for the
        foregoing Collateral.

The term "Collateral" means each and all of the items and
property described in clauses (a)-(d) above, together with the
Mortgaged Property, the Leases, the Rentals and the property
described in the balance of this Section 2.3 below.

        Without limitation of the foregoing, the "Collateral" shall
also include all right, title, and interest now owned or
hereafter acquired by Mortgagor in and to the following described
property and all replacements or substitutions therefor and all
products and proceeds thereof:

                (1) all contracts, now or hereafter entered into by
        and between the Mortgagor and any contractor or supplier as
        well as all right, title, and interest of Mortgagor under
        any subcontracts, providing for the construction (original,
        restorative, or otherwise) of any improvements to or on any
        of the Premises or the furnishing of any materials,
        supplies, equipment, or labor in connection with any such
        construction;

                (2) all of the plans, specifications, and drawings
        (including but not limited to plot plans, foundations plans,
        floor plans, elevations, framing plans, cross-sections of
        walls, mechanical plans, electrical plans and architectural
        and engineering plans, and architectural and engineering
        studies and analyses) heretofore or hereafter prepared by
        any architect or engineer, in respect of any of the
        Premises;

                (3) all agreements now or hereafter entered into with
        any party in respect to architectural, engineering,
        management, or consulting services rendered or to be
        rendered in respect of planning, design, inspection, or
        supervision of the construction or management of any of the
        Premises;

                (4) any commitment issued by any lender or investor
        other than the Mortgagee to finance or invest in any of the
        Premises; and

                (5) any completion or performance bond or labor and
        material payment bond and any other bond relating to the
        Premises or to any contract providing for construction of
        improvements to any of the Premises.

        Section 2.4. Maximum Amount.

        (a) The maximum amount of the Indebtedness that may be
outstanding at any time and from time to time that this
Mortgage secures, including without limitation as a mortgage
and as a collateral assignment, including all principal,
interest and any expenses or Advances incurred by the Credit
Parties and all other amounts included within the
Indebtedness, is six hundred million ($600,000,000) dollars.

        (b) The Mortgagor acknowledges that this Mortgage secures
all loans and advances made or incurred by the Credit
Parties under or pursuant to this Mortgage and or otherwise
pursuant to the Credit Agreement, whether optional or
obligatory by the Credit Parties.  This Mortgage is and
shall remain effective, even though the amount of the
Indebtedness may now be zero or may later be reduced to
zero, until all of the amounts, liabilities, and
obligations, present and future, comprising the Indebtedness
have been incurred and are extinguished. When no
Indebtedness secured by this Mortgage exists and the Credit
Parties are not bound to permit any Indebtedness to be
incurred, this Mortgage may be terminated by the Mortgagor
upon thirty (30) days prior written notice sent by the
Mortgagor to the Mortgagee in accordance with the provisions
of this Mortgage.

        Section 2.5. Condemnation. Without limiting the generality of
Section 2.3 above, the Mortgagor hereby assigns to the Mortgagee,
for the benefit of the Credit Parties, any and all awards that
may be given or made in any proceedings by any legally
constituted authority to condemn or expropriate the Collateral,
or any part thereof, under power of eminent domain, and if there
is such a condemnation or expropriation, the Mortgagee shall have
the right to apply the proceeds thereof toward the payment of the
Indebtedness.

        Section 2.6. Subrogation to Existing Liens.  It is agreed
that the Liens and security interests hereby created shall take
precedence over and be a prior Lien to any other Lien of any kind
or character, including vendor=s, materialman=s or mechanic=s
Liens, hereafter created on the Collateral, and in the event the
proceeds of the Notes are used to acquire or to pay off and
satisfy any indebtedness and Liens heretofore existing on the
Collateral, then the Mortgagee is, and shall be, subrogated to
all of the rights, Liens, and remedies of the holders of the
indebtedness and Liens so acquired or paid off, regardless of
whether said indebtedness and Liens are acquired by the Mortgagee
by assignment or are released by the holders thereof upon
payment.

        Section 2.7. No Liability. The Security Interests are
granted as security only and shall not subject the Collateral Agent
or the Credit Parties to, or transfer or in any way affect or
modify, any obligation or liability of the Mortgagor with respect
to any of the Collateral or any transaction in connection
therewith.


                             ARTICLE III


                     REPRESENTATIONS AND WARRANTIES

        In order to induce the Mortgagee to enter into this
Mortgage, the Mortgagor represents and warrants to the Mortgagee
(which representations and warranties will survive the extensions
of credit under the Credit Documents) that:

        Section 3.1. Title to Collateral. The Mortgagor has good
and merchantable title to the Collateral, except the portion thereof
consisting of after-acquired property, free of all Liens except
Permitted Liens, and the Mortgagor will have good and
merchantable title to such after-acquired Collateral, free of
Liens except Permitted Liens. Furthermore, the Mortgagor has not
heretofore conveyed or agreed to convey or encumber the
Collateral in any way, except with the Permitted Liens.

        Section 3.2. Environmental Matters.  All representations
and warranties set forth in the Credit Agreement relating to
Environmental Laws, Hazardous Substances, and related concepts
are adopted herein by reference as if reproduced herein in their
entirety, such representations and warranties being hereby
expressly made by Mortgagor to Mortgagee with respect to the
Mortgagor and the Collateral.

        Section 3.3. Legal Requirements. The Collateral is in
compliance with all Legal Requirements affecting such property.

        Section 3.4. Certain Events.  That prior to the recordation
of this Mortgage in the appropriate records of the parish in which
the Premises or any part thereof are situated, none of the
following have occurred which have not been completed and paid
for in full:  (i) construction of any proposed above or below
ground improvements, structures, additions or alterations, (ii)
materials or supplies have been delivered to or labor performed
on the Premises, and (iii) Mortgagor has entered into any
contracts or agreements for the construction of any improvements,
structures, additions or alterations, or the delivery of any
materials or supplies or the performance of said labor.

        Section 3.5. Taxpayer Identification Number. The federal
taxpayer identification number of the Mortgagor is as follows:
[___________].

        Section 3.6. Chief Executive Office. The chief executive
office of the Mortgagor is located at
[___________________________________________].

        Section 3.7. Business Locations. The books and records
pertaining to the Collateral are located at the Premises.

        Section 3.8. Continuing Accuracy. All of the representations
and warranties contained in this Article or elsewhere in this
Mortgage shall be true through and until the date on which this
Mortgage is canceled and released by Mortgagee, and Mortgagor
shall promptly notify Mortgagee of any event which would render
any of said representations and warranties untrue or misleading.


                             ARTICLE IV


                             COVENANTS

        The Mortgagor will at all times comply with the covenants
contained in this Article 4, from the date hereof and for so long
as any part of the Indebtedness is outstanding.

        Section 4.1. Credit Agreement.  The Mortgagor will timely
perform all of its obligations under the Credit Documents in
accordance with their respective terms and conditions, including
without limitation (i) paying all taxes and assessments levied or
assessed against the Collateral as provided herein and in the
Credit Agreement, (ii) maintaining the Collateral as provided
herein and in the Credit Agreement, (iii) complying with all
Legal Requirements as provided herein and in the Credit
Agreement, (iv) carrying the insurance required herein and in the
Credit Agreement and (iv) removing all Liens from the Collateral
except those permitted under the Credit Agreement.

        Section 4.2. Taxes and Other Liens. The Mortgagor will pay and
discharge promptly when due all excise, property, sales, use, and
other taxes, assessments and governmental charges or levies
imposed the Collateral as well as all claims of any kind
(including claims for labor, materials, supplies, and rent)
which, if unpaid, might become a Lien upon any or all of the
Collateral, except to the extent expressly permitted by the terms
of the Credit Agreement.

        Section 4.3. Further Assurances. The Mortgagor will keep the
lien of this Mortgage valid and unimpaired. The Mortgagor will
promptly (and in no event later than 15 days after written notice
from the Mortgagee is received) cure any defects in the creation,
execution, and delivery of this Mortgage. The Mortgagor at its
expense will promptly execute and deliver to the Mortgagee upon
request all such other and further documents, agreements and
instruments in compliance with or accomplishment of the covenants
and agreements of the Mortgagor in this Mortgage or to further
evidence and more fully describe the Collateral or more fully
state the secured obligations set out herein, or to perfect,
protect or preserve any Liens created pursuant to this Mortgage,
or to make any recordings, to file any notices, or obtain any
consents as may be necessary or appropriate in connection with
the transactions contemplated by this Mortgage.

        Section 4.4. Reimbursement of Expenses. The Mortgagor will pay
all reasonable legal fees incurred by the Mortgagee in connection
with the preparation of this Mortgage. The Mortgagor will, upon
request, promptly reimburse the Mortgagee for all amounts
expended, advanced or incurred by the Mortgagee to satisfy any
obligation of the Mortgagor under this Mortgage, or to protect
the Collateral or business of the Mortgagor or to collect the
Indebtedness, or to enforce the rights of the Mortgagee under
this Mortgage, which amounts will include all court costs,
attorneys' fees, fees of auditors and accountants, and
investigation expenses reasonably incurred by the Mortgagee in
connection with any such matters, together with interest at the
Default Rate on each such amount from the date that the same is
expended, advanced or incurred by the Mortgagee until the date of
reimbursement to the Mortgagee. All such amounts (and interest)
shall be treated as Advances as provided hereinbelow in this
Mortgage.

        Section 4.5. Insurance. The Mortgagor will procure and
maintain for the benefit of the Mortgagee (a) original paid-up
insurance policies with amounts, form and substance, companies
and expiration dates acceptable to the Mortgagee and containing
a non-contributory standard mortgagee clause or its equivalent in
favor of the Mortgagee and (b) such other insurance as required
by the Credit Agreement.  In the event the Mortgagor should, for
any reason whatsoever, fail to keep the Collateral or any part
thereof so insured, or to keep said policies so payable, or fail
to deliver to the Mortgagee the original or certified policies of
insurance and the renewals therefor upon demand, then the
Mortgagee, if it so elects, may itself have such insurance
effected in such amounts and with such companies as it may deem
proper and may pay the premiums therefor. The Mortgagor will
notify the Mortgagee immediately in writing of any material fire
or other casualty to or accident involving the Collateral,
whether or not such fire, casualty or accident is covered by
insurance. The Mortgagor will promptly further notify Mortgagor's
insurance company and submit an appropriate claim and proof of
claim to the insurance company as to any of the Collateral that
is damaged or destroyed by fire or other casualty. If the
Collateral is damaged or destroyed, in whole or in part, by fire
or other casualty, the Mortgagee may, at its election, either
apply the net proceeds thereof toward the payment of the
Indebtedness or pay the net proceeds thereof to the Mortgagor,
either wholly or in part, and under such conditions as the
Mortgagee may determine to enable Mortgagor to repair or restore
the Collateral. The Mortgagor will not do or permit anything to
be done to the Collateral that may violate the terms of any
insurance covering the Collateral or any part thereof.

        Section 4.6. Taxation of Mortgage. In the event that any
governmental authority shall impose any taxation of mortgages or
the indebtedness they secure, Mortgagor will pay such
governmental taxes, assessments or charges either to the
governmental authority or to Mortgagee, as provided by law.

        Section 4.7. Right of Inspection. The Mortgagor will permit
any officer, employee or agent of the Mortgagee to visit and inspect
the Collateral, examine the books of record and accounts of the
Mortgagor, take copies and extracts therefrom, and discuss the
affairs, finances and accounts of the Mortgagor with the
Mortgagor 's officers, accountants and auditors, all at such
reasonable times and on reasonable notice and as often as the
Mortgagee may reasonably desire.

        Section 4.8. Indemnification. The Mortgagor will indemnify
the Mortgagee and the Credit Parties and hold the Mortgagee and the
Credit Parties harmless from any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits,
costs and expenses of whatever kind or nature which may be
imposed on, incurred by or asserted at any time against the
Mortgagee or any Credit Party in any way relating to, or arising
in connection with, the use or occupancy of the Collateral.

        Section 4.9. Compliance with Laws and Covenants. The Mortgagor
will observe and comply with all Legal Requirements applicable to
the Mortgagor or to the Collateral.

        Section 4.10. Maintenance of the Collateral. The Mortgagor
will maintain, preserve, and keep the Collateral at all times in
thorough repair, good working order and good condition and will,
from time to time, make all necessary repairs, replacements,
additions, betterments and improvements so that the security of
this Mortgage and the value, use and operation of the Collateral
shall at no time become impaired.

        Section 4.11. Environmental Indemnity. The Mortgagor will
defend, indemnify and hold Mortgagee, the Credit Parties and
their respective directors, officers, agents and employees
harmless from and against all claims, demands, causes of action,
liabilities, losses, costs and expenses (including, without
limitation, costs of suit, reasonable attorneys' fees and fees of
expert witnesses) arising from or in connection with (i) the
presence in, on or under or the removal from the Collateral of
any hazardous substances or solid wastes (as defined elsewhere in
this Mortgage), or any releases or discharges of any hazardous
substances or solid wastes on, under or from such property, (ii)
any activity carried on or undertaken on or off the Collateral,
whether prior to or during the term of this Mortgage, and whether
by Mortgagor or any predecessor in title or any officers,
employees, agents, contractors or subcontractors of Mortgagor or
any predecessor in title, or any third persons at any time
occupying or present on the Collateral, in connection with the
handling, use, generation, manufacture, treatment, removal,
storage, decontamination, clean-up, transport or disposal of any
hazardous substances or solid wastes at any time located or
present on or under the Collateral, or (iii) any breach of any
representation, warranty or covenant under the terms of this
Mortgage. The foregoing indemnity shall further apply to any
residual contamination on or under the Collateral, or affecting
any natural resources, and to any contamination of the Collateral
or natural resources arising in connection with the generation,
use, handling, storage, transport or disposal of any such
hazardous substances or solid wastes, and irrespective of whether
any of such activities were or will be undertaken in accordance
with applicable laws, regulations, codes and ordinances. Without
prejudice to the survival of any other agreements of the
Mortgagor hereunder, the provisions of this Section shall survive
the final payment of all Indebtedness and the termination of this
Mortgage and shall continue thereafter in full force and effect.

        Section 4.12. Filing. The Mortgagor agrees that a carbon,
photographic, facsimile, photostatic or other reproduction of
this Mortgage or of a financing statement is sufficient as a
financing statement. The Mortgagor shall pay all costs of or
incidental to the recording or filing of any financing,
amendment, continuation, termination or other statements
concerning the Collateral.

        Section 4.13. Transfer and Other Liens. The Mortgagor will
not sell, lease, transfer, exchange or otherwise dispose of the
Collateral or the Proceeds, or any part thereof, without the
prior written consent of the Mortgagee and will not permit any
Lien to attach to the Collateral or the Proceeds, or any part
thereof, other than Permitted Liens.


                             ARTICLE V


                             DEFAULT

        Section 5.1. Events of Default. Any of the following events
shall be considered an "Event of Default" as that term is used
herein:

        (a) the occurrence of an "Event of Default" as defined in
the Credit Agreement; or

        (b) the violation or breach of any term or provision of
this Mortgage.

        Section 5.2. Remedies.

        (a) Upon the happening of any Event of Default, the
Mortgagee may, by written notice to the Mortgagor, declare
the entire principal amount of all Indebtedness then
outstanding including interest accrued thereon to be
immediately due and payable without presentment, demand,
protest, notice of protest or dishonor or other notice of
default of any kind, all of which are hereby expressly
waived by the Mortgagor.

        (b) Upon the occurrence of any Event of Default, the
Mortgagee may take such action, without notice or demand, as
it deems advisable to protect and enforce its rights against
the Mortgagor, in and to the Collateral, including, but not
limited to, the following actions, each of which may be
pursued concurrently or otherwise, at such time and in such
order as the Mortgagee may determine, in its sole
discretion, without impairing or otherwise affecting the
other rights and remedies of the Mortgagee: (i) institute
proceedings for the foreclosure of this Mortgage in which
case the Collateral may be sold for cash or upon credit in
one or more parcels or portions under executory or ordinary
process, at the Mortgagee's sole option, without
appraisement, appraisement being expressly waived; or (ii)
to the extent permitted and pursuant to the procedures
provided by applicable law, institute proceedings for the
partial foreclosure of this Mortgage for the portion of the
Indebtedness then due and payable, subject to the continuing
lien of this Mortgage for the balance of the Indebtedness
not then due; or (iii) institute an action, suit or
proceeding in equity for the specific performance of any
covenant, condition or agreement contained in this Mortgage;
(iv) recover judgment on the Notes either before, during or
after any proceedings for the enforcement of this Mortgage;
or (v) apply for the appointment of a trustee, receiver,
liquidator or conservator of the Collateral, without regard
for the adequacy of the security for the Indebtedness and
without regard for the solvency of the Mortgagor or of any
person, firm or other entity liable for the payment of the
Indebtedness; or (vi) pursue such other remedies as the
Mortgagee may have under applicable law.

        (c) The proceeds or avails of any sale made under or by
virtue of this Article 5, together with any other sums which
then may be held by the Mortgagee under this Mortgage,
whether under the provisions of this Article 5 or otherwise,
shall be applied in such manner as the Mortgagee, in its
sole discretion, shall determine.

        (d) Upon any sale made under or by virtue of this Article
5, the Mortgagee may bid for and acquire the Collateral or
any part thereof and in lieu of paying cash therefor may
make settlement for the purchase price by crediting upon the
Indebtedness the net sales price after deducting therefrom
the expenses of the sale and the costs of the action and any
other sums which the Mortgagee is authorized to deduct under
this Mortgage.

        (e) The Mortgagee may proceed under this Mortgage solely
as to the immovable property interests, or solely as to the
movable property interests, or as to both the immovable and
movable property interests in accordance with its rights and
remedies in respect of the immovable property interests.

        Section 5.3. Leases and Rentals. Upon the occurrence of any
Event of Default, the Mortgagee may additionally take any one or
more of the following actions, each of which may be pursued
concurrently or otherwise, at such time and in such order as the
Mortgagee may determine, in its sole discretion, without
impairing or otherwise affecting the other rights and remedies of
the Mortgagee:

        (a) The Mortgagee may notify any and all Tenants to pay
all Rentals due thereafter directly to the Mortgagee at the
address set forth in the Mortgagee's notice to such Tenants.
The Mortgagor irrevocably agrees that all such Tenants shall
be authorized to pay the Rentals directly to the Mortgagee
without liability of such Tenants for the determination of
the actual existence of any default by the Mortgagor claimed
by the Mortgagee. Tenants shall be expressly relieved of any
and all duty, liability and obligation to the Mortgagor in
connection with any and all Rentals so paid.

        (b) The Mortgagee may enter upon and take possession
of the Mortgaged Property, to manage and operate the Mortgaged
Property and the Mortgagor's business on the Mortgaged
Property, and take possession of and use all books of
account and financial records of the Mortgagor and its
property managers or representatives, if any, relating to
the Mortgaged Property.

        (c) The Mortgagee may alter, modify, amend, terminate
or permit the surrender of any or all Leases, and the Mortgagee
may execute new Leases of any part of the Mortgaged
Property, including Leases that extend beyond the maturity
date of the Notes.

The enforcement of any and all such rights available to the
Mortgagee hereunder shall continue for so long as the Mortgagee
shall elect, notwithstanding that the collection and application
of the Rentals may have cured the original default. Following the
exercise of any of the foregoing rights, the Mortgagee may, at
its sole option, through written notice to the Mortgagor, permit
the Mortgagor to re-enter and take possession of the Mortgaged
Property or any part thereof and to perform all acts necessary
for the operation and maintenance of the Mortgaged Property,
including the right to collect the Rentals, but the Mortgagee
shall nevertheless have the right, effective upon written notice,
to demand, sue for possession of and collect the Rentals under
the Leases and otherwise exercise its rights under this Mortgage
again.

        Section 5.4. Sale. Upon the occurrence of an Event of Default,
the Mortgagee may exercise all rights of a secured party under
the UCC and other applicable law (including the Uniform
Commercial Code as in effect in another applicable jurisdiction)
and, in addition, the Mortgagee may, without being required to
give any notice, except as herein provided or as may be required
by mandatory provisions of law, sell the Collateral and the
Proceeds or any part thereof at public or private sale, for cash,
upon credit or for future delivery, and at such price or prices
as the Mortgagee may deem satisfactory. The Mortgagee may be the
purchaser of any or all of the Collateral and Proceeds so sold at
any public sale (or, if the Collateral and Proceeds is of a type
customarily sold in a recognized market or is of a type which is
the subject of widely distributed standard price quotations, at
any private sale). The Mortgagor will execute and deliver such
documents and take such other action as the Mortgagee deems
necessary or advisable in order that any such sale may be made in
compliance with law. Upon any such sale the Mortgagee shall have
the right to deliver, assign and transfer to the purchaser
thereof the Collateral and Proceeds so sold. Each purchaser at
any such sale shall hold the Collateral and Proceeds so sold to
it absolutely and free from any claim or right of whatsoever
kind, including any equity or right of redemption of the
Mortgagor which may be waived, and the Mortgagor, to the extent
permitted by law, hereby specifically waives all rights of
redemption, stay of appraisal which it has or may have under any
law now existing or hereafter adopted. The Mortgagor agrees that
ten (10) days' prior written notice of the time and place of any
sale or other intended disposition of any of the Collateral and
Proceeds constitutes " reasonable notification" within the
meaning of Section 9-504(3) of the UCC, except that shorter or no
notice shall be reasonable as to any Collateral and Proceeds
which is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market. The notice
(if any) of such sale shall (a) in case of a public sale, state
the time and place fixed for such sale, and (b) in the case of a
private sale, state the day after which such sale may be
consummated. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places
as the Mortgagee may fix in the notice of such sale. At any such
sale the Collateral and Proceeds may be sold in one lot as an
entirety or in separate parcels or portions, as the Mortgagee may
determine. The Mortgagee shall not be obligated to make any such
sale pursuant to any such notice. The Mortgagee may, without
notice or publication, adjourn any public or private sale or
cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale, and such sale may be
made at any time or place to which the same may be so adjourned.
In case of any sale of all or any part of the Collateral and
Proceeds on credit or for future delivery, the Collateral or
Proceeds so sold may be retained by the Mortgagee until the
selling price is paid by the purchaser thereof, but the Mortgagee
shall not incur any liability in case of the failure of such
purchaser to take up and pay for the Collateral and Proceeds so
sold and, in case of any such failure, such Collateral and
Proceeds may again be sold upon like notice.

        Section 5.5. Assemble Collateral. For the purpose of
enforcing any and all rights and remedies under this Agreement the
Mortgagee may (a) require the Mortgagor to, and the Mortgagor
agrees that it will, at its expense and upon the request of the
Mortgagee, forthwith assemble all or any part of the Collateral
and Proceeds as directed by the Mortgagee and make it available
at a place designated by the Mortgagee which is, in its opinion,
reasonably convenient to the Mortgagee and the Mortgagor, whether
at the Premises of the Mortgagor or otherwise, and Mortgagee
shall be entitled to specific performance of this obligation, (b)
to the extent permitted by applicable law of this or any other
state, enter, with or without process of law and without breach
of the peace, any premise where any of the Collateral or Proceeds
is or may be located, and without charge or liability to it seize
and remove such Collateral or Proceeds from such premises, (c)
have access to and use the Mortgagor's books and records relating
to the Collateral and Proceeds and (d) prior to the disposition
of the Collateral and Proceeds, store or transfer it without
charge in or by means of any storage or transportation facility
owned or leased by the Mortgagor, process, repair or recondition
it or otherwise prepare it for disposition in any manner and to
the extent the Mortgagee deems appropriate and, in connection
with such preparation and disposition, use without charge any
trademark, trade name, copyright, patent or technical process
used by the Mortgagor.

        Section 5.6. Limitation on Duty of Mortgagee. Beyond the
exercise of reasonable care in the custody thereof, the Mortgagee
shall have no duty as to any Collateral or Proceeds in its
possession or control or in the possession or control of any
agent or bailee or any income thereon. The Mortgagee shall be
deemed to have exercised reasonable care in the custody of the
Collateral and Proceeds in its possession if the Collateral and
Proceeds is accorded treatment substantially equal to that which
it accords its own property, and shall not be liable or
responsible for any loss or damage to any of the Collateral or
Proceeds, or for any diminution in the value thereof, by reason
of the act or omission of any warehouseman, carrier, forwarding
agency, consignee or other agent or bailee selected by the
Mortgagee in good faith. The Mortgagor agrees that the Mortgagee
shall not be obligated to preserve rights against prior parties
obligated on any instruments.

        Section 5.7. Appointment of Agent. At any time or times,
in order to comply with any legal requirement in any jurisdiction,
the Mortgagee may appoint a bank or trust company or one or more
other Persons with such power and authority as may be necessary
for the effectual operation of the provisions hereof and may be
specified in the instrument of appointment.

        Section 5.8. Set-Off. Upon the occurrence of any Event of
Default, the Mortgagee and each Credit Party shall have the right
to set-off any funds of the Mortgagor in the possession of the
Mortgagee or a Credit Party against any amounts then due by the
Mortgagor or any Borrower pursuant to this Mortgage or any other
Credit Document.

        Section 5.9. Confession of Judgment. For purposes of
foreclosure under Louisiana executory process procedures,
Mortgagor hereby acknowledges the Indebtedness and confesses
judgment in favor of Mortgagee for the full amount of the
Indebtedness.

        Section 5.10. Attorney Fees and Expenses. In case the Notes
are placed in the hands of an attorney at law for the filing of
foreclosure proceedings, to protect the rights of Mortgagee or to
enforce any of the agreements contained in this Mortgage,
Mortgagor will pay all costs of collection, including but not
limited to reasonable attorneys' fees, incurred in connection
with the protection of or realization of collateral or in
connection with any of Mortgagee's collection efforts, whether or
not suit on the Note or any foreclosure proceedings is filed. All
insurance expenses and all expenses of protecting, storing,
warehousing, appraising, preparing for sale, handling,
maintaining and shipping the Collateral, all expenses in respect
of periodic appraisals and inspections of the Collateral to the
extent the same may be requested from time to time, and all
expenses in respect of the sale or other disposition thereof
shall be borne and paid by the Mortgagor; and if the Mortgagor
fails to promptly pay any portion thereof when due, the Mortgagee
may, at its option, but shall not be required to, pay the same
and charge the Mortgagor's account therefor, and the Mortgagor
agrees to reimburse the Mortgagee therefor on demand. The
Mortgagor further agrees that the Indebtedness shall be increased
by the amount of said costs and fees.

        Section 5.11. Renewal and Extension.  The Mortgagee, without
notice, may release any part of the Collateral, or any person
liable on the Indebtedness, without in any way affecting the Lien
hereof upon any portion of the Collateral not expressly released,
and may agree with any party obligated on the Indebtedness, or
having any interest in the Collateral, to renew and extend the
time or manner of payment of all or any part of the Indebtedness.
Such agreement shall not in any way release or impair the Lien
hereof, but shall renew and extend the Lien hereof against the
Collateral without altering or affecting the priority of the Lien
created by this Mortgage in favor of any junior encumbrancer,
mortgagee, or purchaser, or any person acquiring an interest in
the Collateral, and this Mortgage shall remain first and superior
to any Liens that may be placed thereon, or that may be fixed,
given or imposed by law thereon after the execution of this
instrument notwithstanding any such extension of the time of
payment, or the release of a portion of said property from this
Lien.

        Section 5.12. Advances by Mortgagee. The Mortgagor authorizes
the Mortgagee in the Mortgagee's discretion to advance any sums
necessary for the purpose of paying (a) insurance premiums, (b)
any and all excise, property, sales, use and other taxes, forced
contributions, service charges, local assessments and
governmental charges on any of the Collateral, (c) any Liens
affecting the Collateral (whether superior or subordinate to the
lien of this Mortgage) not permitted by this Mortgage, (d)
necessary repairs and maintenance expenses, or (e) any other
amounts which the Mortgagee deems necessary and appropriate to
preserve the validity and ranking of this Mortgage, to cure any
Defaults or to prevent the occurrence of any Default
(collectively, the "Advances") of whatever kind; provided,
however, that nothing herein contained shall be construed as
making such Advances obligatory upon Mortgagee, or as making
Mortgagee liable for any loss, damage, or injury resulting from
the nonpayment thereof. The Mortgagor covenants and agrees that
within five (5) days after demand therefor by the Mortgagee, the
Mortgagor will repay the Advances to Mortgagee, together with
interest thereon at the Default Rate, and in addition will repay
any other reasonable costs, attorneys' fees and expenses, charges
and expenses of any and every kind for the full protection and
preservation of the Collateral or this Mortgage, including
payments required in respect to any Lien affecting the
Collateral, together with interest thereon at the Default Rate.
All such Advances and amounts (including interest) shall be
included in the Indebtedness secured hereby (subject to the
maximum amount of the Indebtedness set forth above in this
Mortgage).

        Section 5.13. Keeper. In the event the Collateral, or
any part thereof, is seized as an incident to an action for the
recognition or enforcement of this Mortgage by executory process,
ordinary process, sequestration, writ of fieri facias or
otherwise, the Mortgagor and the Mortgagee agree that the court
issuing any such order shall, if petitioned for by Mortgagee,
direct the applicable sheriff to appoint as a keeper of the
Collateral, the Mortgagee or any agent designated by Mortgagee or
any person named by Mortgagee at the time such seizure is
effected. This designation is pursuant to Louisiana Revised
Statutes 9:5136 through 5140.2, inclusive, as the same may be
amended, and the Mortgagee shall be entitled to all the rights
and benefits afforded thereunder. It is hereby agreed that the
keeper shall be entitled to receive as compensation, in excess of
its reasonable costs and expenses incurred in the administration
or preservation of the Collateral, an amount equal to $250.00 per
day, which shall be included as Indebtedness secured by this
Mortgage. The designation of keeper made herein shall not be
deemed to require the Mortgagee to provoke the appointment of
such a keeper.

        Section 5.14. Waivers. The Mortgagor waives in favor of the
Mortgagee any and all homestead exemptions and other exemptions
of seizure or otherwise to which Mortgagor is or may be entitled
under the constitution and statutes of the State of Louisiana
insofar as the Collateral is concerned. Mortgagor further waives:
(a) the benefit of appraisement as provided in Louisiana Code of
Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other
laws conferring the same; (b) the demand and three days' delay
accorded by Louisiana Code of Civil Procedure Articles 2639 and
2721; (c) the notice of seizure required by Louisiana Code of
Civil Procedure Articles 2293 and 2721; (d) the three days' delay
provided by Louisiana Code of Civil Procedure Articles 2331 and
2722; and (e) the benefit of the other provisions of Louisiana
Code of Civil Procedure Articles 2331, 2722 and 2723, not
specifically mentioned above.

        Section 5.15. Authentic Evidence. Any and all declarations
of facts made by authentic act before a notary public in the
presence of two witnesses by a person declaring that such facts
lie within his knowledge, shall constitute authentic evidence of
such facts for the purpose of executory process. The Mortgagor
specifically agrees that such an affidavit by a representative of
the Mortgagee as to the existence, amount, terms and maturity of
the Indebtedness and of a default thereunder shall constitute
authentic evidence of such facts for the purpose of executory
process.


                             ARTICLE VI


                            MISCELLANEOUS

        Section 6.1. Notices. Any notice or demand which, by provision
of this Mortgage, is required or permitted to be given or served
by one party to or on the other shall be delivered or made in
accordance with the provisions of the Credit Agreement.

        Section 6.2. Amendment. Neither this Mortgage nor any
provisions hereof may be changed, waived, discharged or
terminated orally or in any manner other than by an instrument in
writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.

        Section 6.3. Invalidity. In the event that any one or more of
the provisions contained in this Mortgage shall, for any reason,
be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provision of this Mortgage.

        Section 6.4. Survival of Agreements. All representations and
warranties of the Mortgagor herein, and all covenants and
agreements herein not fully performed before the effective date
of this Mortgage, shall survive such date.

        Section 6.5. Waivers. No course of dealing on the part of the
Mortgagee, its officers, employees, consultants or agents, nor
any failure or delay by the Mortgagee with respect to exercising
any of its rights, powers or privileges under this Mortgage shall
operate as a waiver thereof.

        Section 6.6. Cumulative Rights. The rights and remedies of the
Mortgagee under this Mortgage and the other Credit Documents
shall be cumulative, and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other
right or remedy.

        Section 6.7. Time of the Essence. Time shall be deemed of the
essence with respect to the performance of all of the terms,
provisions and conditions on the part of the Mortgagor and the
Mortgagee to be performed hereunder.

        Section 6.8. Successors and Assigns; Participants.

        (a) All covenants and agreements contained by or on behalf
        of the Mortgagor in this Mortgage shall bind its successors
        and assigns and shall inure to the benefit of the Mortgagee
        and its successors and assigns.

        (b) This Mortgage is for the benefit of the Mortgagee, the
        Credit Parties and  such other Person or Persons as may from
        time to time become or be the holders of any of the
        Indebtedness, and this Mortgage shall be transferable and
        negotiable, with the same force and effect and to the same
        extent as the Indebtedness may be transferrable, it being
        understood that, upon the transfer or assignment by the
        Credit Parties of any of the Indebtedness, the legal holder
        of such Indebtedness shall have all of the rights granted to
        the Mortgagee, for the benefit of the Credit Parties, under
        this Mortgage. The Mortgagor specifically agrees that upon
        any transfer of all or any portion of the Indebtedness, this
        Mortgage shall secure with retroactive rank the existing
        Indebtedness of the Mortgagor to the transferee and any and
        all Indebtedness to such transferee thereafter arising.

        (c) Mortgagor hereby recognizes and agrees that the
        Mortgagee and the Credit Parties may, from time to time, one
        or more times, transfer all or any portion of the
        Indebtedness to one or more third parties. Such transfers
        may include, but are not limited to, sales of participation
        interests in such Indebtedness in favor of one or more third
        party lenders. Mortgagor specifically (i) consents to all
        such transfers and assignments, waives any subsequent notice
        of and right to consent to any such transfers and
        assignments as may be provided under applicable law; (ii)
        agrees that the purchaser of a participation interest in the
        Indebtedness will be considered as the absolute owner of a
        percentage interest of such Indebtedness and that such a
        purchaser will have all of the rights granted to the
        purchaser under any participation agreement governing the
        sale of such a participation interest; (iii) agrees that any
        purchaser of a participation interest in the Indebtedness
        may exercise any and all rights of counter-claim, set-off,
        banker's lien and other liens with respect to any and all
        monies owing to the Mortgagor; and (iv) agrees that, upon
        any transfer of all or any portion of the Indebtedness, the
        Mortgagee and/or the subject Credit Party may transfer and
        deliver any and all collateral securing repayment of that
        Indebtedness to the transferee of such Indebtedness and such
        collateral shall secure any and all of the Indebtedness in
        favor of such a transferee, and after any such transfer has
        taken place, the Mortgagee and/or subject Credit Party shall
        be fully discharged from any and all future liability and
        responsibility to Mortgagor with respect to such collateral,
        and the transferee thereafter shall be vested with all the
        powers, rights and duties with respect to such collateral.

        Section 6.9. Reinstatement.  In the event the Mortgagee shall
elect to invoke any of the rights or remedies provided for
herein, but shall thereafter determine to withdraw or discontinue
same for any reason, it shall have the unqualified right to do
so, whereupon all parties shall be automatically restored and
returned to their respective positions regarding the Indebtedness
and this document as shall have existed prior to the invocation
of the Mortgagee's rights hereunder and the rights, powers and
remedies of the Mortgagee hereunder shall be and remain in full
force and effect.

        Section 6.10. Further Documents.  Mortgagor agrees that it shall
execute and deliver such other and further documents and do and
perform such other acts as may be reasonably necessary and proper
to carry out the intention of the parties as herein expressed and
to effect the purposes of this document and the loan transaction
referred to herein.  Without limitation of the foregoing,
Mortgagor agrees to execute and deliver such documents as may be
necessary to cause the Liens and security interests granted
hereby to cover and apply to any property placed in, on or about
the Premises in addition to, or replacement or substitution of,
any of the Collateral.

        Section 6.11. Titles of Articles, Sections, and Subsections.
All titles or headings to articles, sections, subsections or other
divisions of this Mortgage or the exhibits hereto are only for
the convenience of the parties and shall not be construed to have
any effect or meaning with respect to the other content of such
articles, sections, subsections or other divisions, such other
content being controlling as to the agreement between the parties
hereto.

        Section 6.12. Singular and Plural. Words used herein in the
singular, where the context so permits, shall be deemed to
include the plural and vice versa. The definitions of words in
the singular herein shall apply to such words when used in the
plural where the context so permits and vice versa.

        Section 6.13. Governing Law. This Mortgage is a contract made
under and shall be construed in accordance with and governed by
the laws of the United States of America and the State of
Louisiana.

        Section 6.14. WAIVER OF JURY TRIAL.  THE MORTGAGOR HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH THE MORTGAGOR AND THE MORTGAGEE MAY
BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO, WHETHER
DIRECTLY OR INDIRECTLY (AND WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE), THIS MORTGAGE, THE COLLATERAL AND ANY OTHER CREDIT
DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
OR THE RELATIONSHIP ESTABLISHED HEREUNDER. IT IS AGREED AND
UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY
OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS,
INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS
MORTGAGE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
MADE BY THE MORTGAGOR, AND THE MORTGAGOR HEREBY REPRESENTS THAT
NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY
INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY
WAY MODIFY OR NULLIFY ITS EFFECT. THE MORTGAGOR FURTHER
REPRESENTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

        Section 6.15. Certificates. The production of mortgage,
conveyance, tax research or other certificates is waived by
consent, and the Mortgagor and the Mortgagee agree to hold me,
Notary, harmless for failure to procure and attach same.

        Section 6.16. Credit Agreement.  To the extent the specific
terms and provisions of this Mortgage expressly conflict with the
specific terms and provisions of the Credit Agreement, the
specific terms and provisions of the Credit Agreement shall
control.  In the event that any provision in this Mortgage
provides for action or the exercise of discretion by the
Mortgagee, the terms of the Credit Agreement shall control for
purposes of determining any consent or approval required from any
of the Credit Parties prior to Mortgagee's action or exercise of
discretion.

        THUS DONE AND PASSED on the day and in the month and year
hereinabove first written, in the presence of the undersigned
witnesses who hereunto sign their names with the Mortgagor, and
me, Notary, after due reading of the whole.


WITNESSES:                                        MORTGAGOR:

                                                  [______________]

_________________________________       By: _________________________

_________________________________       Name: _______________________

                                        Title: ______________________



_________________________________
NOTARY PUBLIC
Printed Name: ___________________
My Commission Expires: __________






                             EXHIBIT A

                      PROPERTY DESCRIPTION

                             EXHIBIT E

                              FORM OF

                      NOTICE OF BORROWING


                            [Date]
Bank One, NA, as Administrative Agent
One First National Plaza
Chicago, Illinois  60670
Attention:	____________________

Ladies and Gentlemen:

The undersigned, [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]
(the "Comany"), refers to the Second Amended and Restated Credit
Agreement dated as of April ___, 2002 (as the same may be amended
or modified from time to time, the "Credit Agreement," the
defined terms of which are used in this Notice of Borrowing
unless otherwise defined in this Notice of Borrowing) among the
Company, [Global Industries, Ltd.], [the Mexican Borrower], the
Lenders, and the Administrative Agent, and hereby gives you
irrevocable notice pursuant to Section 2.02(a) of the Credit
Agreement that the undersigned hereby requests a Borrowing, and
in connection with that request sets forth below the information
relating to such Borrowing (the "Proposed Borrowing") as required
by Section 2.02(a) of the Credit Agreement:

                (4)     The Business Day of the Proposed Borrowing is
        ________________.

                (5)     The Proposed Borrowing will consist of [Term
        Advances] [Revolving Advances] of the following Type:
        [Eurocurrency Rate Advances in [Agreed Currency]][Base Rate
        Advances in Dollars].

                (6)     The aggregate amount of the Proposed Borrowing
        is $____________.

                (7)    The Interest Period for each Eurocurrency Rate
        Advance in [Agreed Currency] made as part of the Proposed
        Borrowing is [_____ month[s] commencing on ____________ and
        ending on ____________].

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Borrowing:

        (a)     the representations and warranties contained in
Article IV of the Credit Agreement and in each other Credit
Document are correct in all material respects on and as of
the date of the Proposed Borrowing before and after giving
effect to such Proposed Borrowing  and to the application of
the proceeds therefrom, as though made on and as of such
date; and

	(b)	no Default has occurred and is continuing or would
result from such Proposed Borrowing or from the application
of the proceeds therefrom.

                                        Very truly yours,



                                        [GLOBAL INDUSTRIES, LTD.]
                                        [GLOBAL OFFSHORE MEXICO,
                                        S. DE R.L. DE C.V.]


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________




                             EXHIBIT F

                              FORM OF
             NOTICE OF CONVERSION OR CONTINUATION


                              [Date]


Bank One, NA, as Administrative Agent
One First National Plaza
Chicago, Illinois  60670
Attention:	_____________________

Ladies and Gentlemen:

The undersigned, Global Industries, Ltd., a Louisiana corporation
(the "Company"), refers to the Second Amended and Restated Credit
Agreement dated as of April ___, 2002 (as the same may be amended
or modified from time to time, the "Credit Agreement," the
defined terms of which are used in this Notice of Conversion or
Continuation unless otherwise defined in this Notice of
Conversion or Continuation) among the Company,  the Mexican
Borrower, the Lenders, and the Administrative Agent, and hereby
gives you irrevocable notice pursuant to Section 2.02(b) of the
Credit Agreement that the undersigned hereby requests a
Continuation or Conversion ("Proposed Borrowing") of an
outstanding Borrowing, and in connection with that request sets
forth below the information relating to the Proposed Borrowing as
required by Section 2.02(b) of the Credit Agreement:

                (a)     The Business Day of the Proposed Borrowing is
        _______________.

                (b)     The aggregate amount of the Borrowing to be
        Converted or Continued is $ _______ and consists of [Term
        Advances] [Revolving Advances] of the following Type:
        [Eurocurrency Rate Advances in [Agreed Currency]] [Base Rate
        Advances in Dollars].

                (c)     The Proposed Borrowing consists of [a Conversion
        to  [Eurocurrency Rate Advances in [Agreed Currency]] [Base
        Rate Advances in Sterling][Base Rate Advances]] [a
        Continuation].

                (d)    The Interest Period for each Proposed Borrowing
        composed of Eurocurrency Rate Advances is [____ month[s]
        commencing on ____________ and ending on _____________].

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Borrowing:

                (a)     the representations and warranties contained in
        Article IV of the Credit Agreement and in each other Credit
        Document are correct in all material respects on and as of
        the date of such Proposed Borrowing before and after giving
        effect to such Proposed Borrowing and to the application of
        the proceeds therefrom, as though made on and as of such
        date; and

                (b)     no Default has occurred and is continuing or
        would result from such Proposed Borrowing or from the
        application of the proceeds therefrom.


                                        Very truly yours,



                                        GLOBAL INDUSTRIES, LTD.


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________




                             EXHIBIT G

                     FORM OF PLEDGE AGREEMENT

        This Pledge Agreement dated as of [____________, ____]
("Pledge Agreement") is between ___________________________, a
____________ corporation ("Pledgor"), and Bank One, NA, as
administrative agent for the Credit Parties ("Secured Party").

                            INTRODUCTION

        A. Global Industries, Ltd., a Louisiana corporation (the
"Parent Borrower"), and Global Offshore Mexico, S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital
variable (the "Mexican Borrower" and, together with the Parent
Borrower, the "Borrowers"), have entered into a Second Amended
and Restated Credit Agreement dated as of April ___, 2002 (as
amended, modified, supplemented or restated from time to time,
the "Credit Agreement," the defined terms of which are used in
this Pledge Agreement unless otherwise defined herein) together
with the lenders party thereto (the "Lenders"), and Bank One, NA,
as administrative agent ("Administrative Agent") for the Lenders,
providing for the making of Advances by the Lenders and the
Swingline Bank, and the issuance of Letters of Credit by the
Issuing Bank.

        B. Any Borrower may from time to time enter into one or
more Rate Hedging Agreements with a Lender or an affiliate of a
Lender (any such Lender or affiliate party to a Rate Hedging
Agreement being referred to herein as a "Swap Counterpart," and
together with the Secured Party, the Lenders, the Administrative
Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the "Credit Parties").

        C. [The Pledgor has guaranteed the Mexican Borrower's
obligations  and the Guarantors' obligations owing to the Credit
Parties under the Credit Documents pursuant to the Guaranty dated
as of  [______________-] executed by the Pledgor in favor of the
Secured Party for the ratable benefit of the Credit Parties (as
amended, modified, supplemented, or restated from time to time,
the "Guaranty").]

        D. [The Pledgor has guaranteed the Parent Borrower's
obligations, the Mexican Borrower's obligations, and the other
Guarantors' obligations owing to the Credit Parties under the
Credit Documents pursuant to the Guaranty dated as of
[_______________] executed by the Pledgor in favor of the Secured
Party for the ratable benefit of the Credit Parties (as amended,
modified, supplemented, or restated from time to time, the
"Guaranty").]

        E. [The Pledgor has guaranteed the Mexican Borrower's
obligations owing to the Credit Parties under the Credit
Documents pursuant to the Guaranty dated as of [___________,
1999] executed by the Pledgor in favor of the Secured Party for
the ratable benefit of the Credit Parties (as amended, modified,
supplemented or restated from time to time, the "Guaranty").]

        F. Under the Credit Agreement, it is a condition to the
making of the Advances and the issuance of the Letters of Credit
that the Pledgor shall secure its obligations under the Credit
Documents by entering into this Pledge Agreement.

        Therefore, the Pledgor hereby agrees with the Secured Party
for its benefit and the benefit of the other Credit Parties as
follows:

Section 1. Definitions.  Any terms used in this Pledge Agreement
that are defined in the  Uniform Commercial Code as in effect in
the State of New York ("UCC") shall have the meaning assigned to
those terms by the UCC, unless otherwise defined in this Pledge
Agreement.

Section 2. Pledge.

        2.01 Grant of Pledge.  The Pledgor hereby pledges to the
Secured Party for its benefit and the ratable benefit of the
other Credit Parties the Pledged Collateral, as defined in
Section 2.02 below.  The pledge made herein shall secure all of
(a) the Obligations of the [[Parent] [Mexican] Borrower]
[Guarantors] now and hereafter existing under the Credit
Agreement, the Notes, the Guaranty, and any other Credit
Documents, whether for principal, Reimbursement Obligations, Rate
Hedging Obligations owing to any Swap Counterpart, interest,
fees, expenses, indemnification or otherwise, and (b) all
obligations of the Pledgor now or hereafter existing under [the
Guaranty or] this Agreement (all such obligations being the
"Secured Obligations").

        2.02 Pledged Collateral.  "Pledged Collateral" shall mean
all of Pledgor's right, title, and interest in the following,
whether now owned or hereafter acquired:

                (a) the shares of stock listed on the attached
Schedule 2.02(a) (the "Initial Pledged Shares"), the certificates
representing the Initial Pledged Shares, and all dividends, cash,
instruments, and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any of the Initial Pledged Shares;

                (b) all additional shares of stock and other
securities of any issuer of the Initial Pledged Shares from time
to time acquired by the Pledgor in any manner (together with the
"Initial Pledged Shares", the "Pledged Shares"), and the
certificates representing such additional shares or such
securities, and all dividends, cash, instruments and other
property from time to time received, receivable, or otherwise
distributed in respect of or in exchange for any or all of such
shares or such securities;

                (c) the indebtedness and the instruments evidencing
indebtedness (the "Pledged Debt"), and all interest, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any or all of the Pledged Debt;

                (d) all additional indebtedness from time to time owed
to the Pledgor by the obligor on the Pledged Debt for monies
advanced by Pledgor to such obligor and the instruments
evidencing such indebtedness, and all interest, cash, instruments
and other property from time to time received, receivable, or
otherwise distributed in respect of or in exchange for any or all
of such indebtedness;

                (e) all of the general and limited partnership and
membership interests listed in the attached Schedule 2.02(e), the
documents and certificates, if any, representing such partnership
or membership interests, all rights, privileges, authority and
powers of the Pledgor as owner or holder of such partnership or
membership interests in such partnerships or limited liability
companies, as applicable, including, but not limited to, all
rights, privileges, authority and powers relating to the economic
interests of the Pledgor as owner or holder of such partnership
or membership interests in such partnerships or limited liability
companies, as applicable, including, without limitation, all
contract rights relating thereto, all options and warrants of the
Pledgor for the purchase of any partnership or membership
interest in such partnerships or limited liability companies, as
applicable, all of the Pledgor's interest in and to the profits
and losses of such partnerships or limited liability companies
and the Pledgor's right as a partner or member of such
partnerships or such limited liability companies, as applicable,
to receive distributions of such partnerships' or such limited
liability companies' assets, upon complete or partial liquidation
or otherwise, all distributions, cash, instruments, and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Pledgor's
partnership or membership interest in such partnerships or
limited liability companies, and any other right, title,
interest, privilege, authority and power of the Pledgor in or
relating to such partnerships or limited liability companies (all
of the foregoing being referred to collectively as the "Initial
Pledged Partnership/Membership Interests");

                (f) all additional partnership or membership interests
of any issuer of the Initial Pledged Partnership/Membership
Interests from time to time acquired by the Pledgor in any
manner, all options, warrants, distributions, investment
property, cash instruments, and other rights and options from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such interests
(together with the "Initial Pledged Partnership/Membership
Interests", the "Pledged Partnership/Membership Interests");

                (g) all proceeds from the Pledged Collateral described
in paragraphs (a) through (f) of this Section 2.02; and

                (h) all accounting records, computer files and
programs, files, records, and documents relating to the foregoing
Pledged Collateral (the "Records").

        2.03 Delivery of Pledged Collateral.  All certificates or
instruments representing the Pledged Collateral shall be
delivered to the Secured Party and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Secured Party.  The
Secured Party shall have the right, at any time in its discretion
and without notice to the Pledgor, to transfer to or to register
in the name of the Secured Party or any of its nominees any of
the Pledged Collateral, subject to the rights specified in
Section 2.04.  In addition, the Secured Party shall have the
right at any time to exchange the certificates or instruments
representing the Pledged Collateral for certificates or
instruments of smaller or larger denominations.

        2.04 Rights Retained by Pledgor.  Notwithstanding the pledge
in Section 2.01, so long as no Event of Default shall have
occurred and be continuing:

                (a) and, if an Event of Default shall have occurred
and be continuing, until such time thereafter as such voting and
other consensual rights have been terminated pursuant to
Section 5 hereof, the Pledgor shall be entitled to exercise any
voting and other consensual rights pertaining to the Pledged
Shares for any purpose not inconsistent with the terms of this
Pledge Agreement or the Credit Agreement; provided, however, that
the Pledgor shall not exercise or shall refrain from exercising
any such right if such action would or could reasonably be
expected to have a materially adverse effect on the value of the
Pledged Collateral or any part thereof;

                (b) except as may otherwise be provided in the Credit
Agreement, the Pledgor shall be entitled to receive and retain
any and all dividends paid in respect of the Pledged Shares;
provided, however, that any and all (i) dividends paid or payable
other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in respect
of, or in exchange for, any Pledged Shares, and (ii) dividends
and other distributions paid or payable in cash in respect of any
Pledged Shares in connection with a partial or total liquidation
or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, shall be, and shall be
delivered to the Secured Party to hold as, Pledged Collateral and
shall, if received by the Pledgor, be received in trust for the
benefit of the Secured Party and the other Credit Parties, be
segregated from the other property or funds of the Pledgor,  and
be delivered to the Secured Party as Pledged Collateral in the
same form as so received (with any necessary indorsement or
assignment);

                (c) the Pledgor shall, subject to the requirements
of Section 2.07(c) of the Credit Agreement, be entitled to receive
and retain any and all principal and interest paid in respect of
the Pledged Debt; provided, however, that any and all principal
or interest paid or payable other than in cash in respect of, and
instruments and other property received, receivable, or otherwise
distributed in respect of, or in exchange for, any Pledged Debt
shall be delivered to the Secured Party to hold as Pledged
Collateral and shall, if received by the Pledgor, be received in
trust for the benefit of the Secured Party and the Credit
Parties, be segregated from the other property or funds of the
Pledgor, and be delivered to the Secured Party as Pledged
Collateral in the same form as so received (with any necessary
indorsement or assignment); and

                (d) at and after such time as voting and other
consensual rights have been terminated pursuant to Section 5
hereof, the Pledgor shall execute and deliver (or cause to be
executed and delivered) to the Secured Party all proxies and
other instruments as the Secured Party may reasonably request to
(i) enable the Secured Party to exercise the voting and other
rights which the Pledgor is entitled to exercise pursuant to
paragraph (a) of this Section 2.04, and (ii) to receive the
dividends or other distributions and proceeds of sale of the
Pledged Shares and payments of principal and interest which the
Pledgor is authorized to receive and retain pursuant to
paragraph (b) and (c) of this Section 2.04.

Section 3. Pledgor's Representations and Warranties.  The Pledgor
represents and warrants as follows:

                (a) The Pledged Shares and the Pledged
Partnership/Membership Interests have been duly authorized and
validly issued and are fully paid and nonassessable.

                (b) The Pledged Debt has been duly authorized, issued,
and delivered, and is the legal, valid, binding, and enforceable
obligation of the obligor thereon and is not in default.

                (c) There are no restrictions upon the voting rights
associated with, or upon the transfer of, any of the Pledged
Collateral.

                (d) The Pledgor has the right to vote, pledge, and
grant a security interest in or otherwise transfer the Pledged
Collateral to which it has any right, title, and interest free of
any Liens other than Liens permitted by the Credit Agreement.

                (e) The Pledgor is the legal and beneficial owner
of the Pledged Collateral free and clear of any Lien or option,
except for (i) the security interest created by this Pledge
Agreement and (ii) Liens permitted by the Credit Agreement, and
the Pledgor has not sold, granted any option with respect to,
assigned, transferred, or otherwise disposed of any interest in
or to the Pledged Collateral.

                (f) The pledge of the Pledged Collateral does
not violate (i) the articles, bylaws, operating agreements, or
partnership agreement, as applicable, of the issuers of the
Pledged Collateral, or any indenture, mortgage, bank loan, or
credit agreement to which the Pledgor is a party or by which any
of its respective properties or assets may be bound, or (ii) any
restriction on such transfer or encumbrance of such Pledged
Collateral.

                (g) No consent of any other Person and no
authorization, approval, or other action by, and no notice to or
filing with, any Governmental Authority or regulatory body, that
has not occurred, is required either (i) for the pledge by the
Pledgor of the Pledged Collateral pursuant to this Pledge
Agreement or for the execution, delivery, or performance of this
Pledge Agreement by the Pledgor (except to the extent that
financing statements may be required under the UCC to be filed in
order to maintain a perfected security interest in the Pledged
Collateral) or (ii) for the exercise by the Secured Party of the
voting or other rights provided for in this Pledge Agreement or
the remedies in respect of the Pledged Collateral pursuant to
this Pledge Agreement (except as may be required in connection
with such disposition by laws affecting the offering and sale of
securities generally).

                (h) The Pledged Shares constitute percent of the
issued and outstanding shares of capital stock of the respective
issuers thereof indicated on the attached Schedule 2.02(a).

                (i) The Pledged Debt is not directly or indirectly
secured by any Lien, does not evidence any lease, is not chattel
paper, consists solely of advances of money made by the Pledgor
to the obligor thereon and proceeds of Pledged Debt and is not
evidenced by any instrument unless such instrument has been
delivered to the Secured Party.

                (j) Upon delivery of each of the certificates or
instruments, if any, representing the Pledged Collateral, the
pledge of the Pledged Collateral pursuant to this Pledge
Agreement will create a valid and perfected first priority
security interest in the Pledged Collateral securing the payment
and performance of the Secured Obligations.

                (k) Upon the filing of financing statements with the
_________________, the security interests granted to the Secured
Parties hereunder will constitute valid first-priority perfected
security interests in all Pledged Collateral with respect to
which a security interest can be perfected by the filing of a
financing statement, subject only to Liens permitted by the
Credit Agreement.

                (l) The chief place of business and chief executive
office of the Pledgor  and the office where the Pledgor keeps the
Records are located at the address set forth opposite the
Pledgor's name on the signature pages hereof.

Section 4. Pledgor's Covenants.

        4.01 Further Assurances.  The Pledgor agrees that at any
time and from time to time, at the expense of the Pledgor, the
Pledgor will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary
and that the Secured Party may reasonably request in writing, in
order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Secured Party to
exercise and enforce its rights and remedies hereunder with
respect to any Pledged Collateral.

        4.02 Pledged Collateral Adjustments.  If, during the term
of this Pledge Agreement, (a) any stock dividend, reclassification,
readjustment, or other change is declared or made in the capital
structure of any of the issuers of the Pledged Shares or the
Pledged Partnership/Membership Interests, or any option included
with the Pledged Collateral is exercised, or both, or (b) any
subscription warrants or any other rights or options shall be
issued in connection with the Pledged Collateral, then all new,
substituted, and additional partnership interests, membership
interests, certificates, shares, warrants, rights, options or
other securities, issued by reason of any of the foregoing, shall
be immediately delivered to and held by the Secured Party and
shall constitute Pledged Collateral hereunder.

        4.03 Transfer, Other Liens, and Additional Shares.  The
Pledgor agrees that it will not (a) sell, assign, or otherwise
dispose of, or grant any option with respect to, any of the
Pledged Collateral or (b) create or permit to exist any Lien upon
or with respect to any of the Pledged Collateral, except for the
security interest under this Pledge Agreement and Liens permitted
by the Credit Agreement.  The Pledgor agrees that it will
(a) cause each issuer of the Pledged Collateral not to issue any
capital stock, partnership or membership interests or other
equity securities in addition to or in substitution for the
Pledged Collateral issued by such issuer, except to the Pledgor,
and (b) pledge to the Secured Party in accordance with this
Pledge Agreement, immediately upon its acquisition (directly or
indirectly) thereof, any additional shares of capital stock or
other equity securities of an issuer of the Pledged Shares.

        4.04 Intercompany Debt.  The Pledgor agrees that the Pledged
Debt shall not be directly or indirectly secured by any Lien
(except for Liens permitted by the Credit Agreement), shall not
evidence any lease, shall not be chattel paper, shall consist
solely of advances of money made by the Pledgor to the obligor
thereon and the proceeds of Pledged Debt.

Section 5. Remedies upon Default.  If any Event of Default shall
have occurred and be continuing:

        5.01 UCC Remedies.  To the extent permitted by law, the
Secured Party may exercise in respect of the Pledged Collateral,
in addition to other rights and remedies provided for in this
Pledge Agreement or otherwise available to it, all the rights and
remedies of a secured party under the UCC (whether or not the UCC
applies to the affected Pledged Collateral).

        5.02 Dividends and Other Rights.

                (a) All rights of the Pledgor to exercise the voting
and other consensual rights which it would otherwise be entitled
to exercise pursuant to Section 2.04(a) may be exercised by the
Secured Party if the Secured Party so elects and gives notice of
such election to the Pledgor and all rights of the Pledgor to
receive the dividends and other distributions on or in respect of
the Pledged Shares and the proceeds of sale of the Pledged Shares
and interest and principal payments paid in respect of the
Pledged Debt which it would otherwise be authorized to receive
and retain pursuant to Section 2.04(c) shall cease.

                (b) All dividends and other distributions on or in
respect of the Pledged Shares and the proceeds of sale of the
Pledged Shares and interest and principal payments paid in
respect of the Pledged Debt which are received by the Pledgor
shall be received in trust for the benefit of the Secured Party,
shall be segregated from other funds of the Pledgor, and shall be
promptly paid over to the Secured Party as Pledged Collateral in
the same form as so received (with any necessary indorsement);
provided, however, that if such Event of Default is cured, any
such dividend or distribution paid to the Secured Party prior to
that cure shall, upon request of the Pledgor, be returned by the
Secured Party to the Pledgor.

        5.03 Sale of Pledged Collateral.  The Secured Party may upon
ten days prior written notice to the Pledgor sell all or part of
the Pledged Collateral at public or private sale, at any of the
Secured Party's offices or elsewhere, for cash, on credit, or for
future delivery, and upon such other terms as are commercially
reasonable.  The Secured Party shall not be obligated to make any
sale of the Pledged Collateral regardless of notice of sale
having been given.  The Secured Party may adjourn any public or
private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.

        5.04 Exempt Sale.  If, in the opinion of the Secured Party,
there is any question that a public or semi-public sale or
distribution of any Pledged Collateral will violate any state or
federal securities law, Secured Party in its discretion (a) may
offer and sell securities privately to purchasers who will agree
to take them for investment purposes only and not with a view to
distribution and who will agree to the imposition of restrictive
legends on the certificates representing the security, or (b) may
sell such securities in an intrastate offering under Section
3(a)(11) of the Securities Act of 1933, as amended, and no sale
so made in good faith by Secured Party shall be deemed to be not
"commercially reasonable" solely because so made.  Pledgor shall
cooperate fully with Secured Party in all respects in selling or
realizing upon all or any part of the Pledged Collateral.

        5.05 Application of Collateral.  Any cash held by the
Secured Party as Pledged Collateral and all cash proceeds
received by the Secured Party from the sale of, collection of, or
other realization of any part of the Pledged Collateral may, in
the discretion of the Secured Party, be held by the Secured Party
as Pledged Collateral or applied by the Secured Party against
part of the Secured Obligations in the following order:

                first, to payment of the reasonable expenses of
such sale or other realization and all reasonable expenses,
liabilities, and advances incurred or made by the Secured Party
in connection therewith, and to the ratable payment of any other
unreimbursed reasonable expenses for which the Secured Party or
any Credit Party is to be reimbursed pursuant to the Credit
Agreement or any other Credit Document;

                second, to the ratable payment of accrued but unpaid
interest on the Advances owing under the Credit Agreement and the
Notes;

                third, to the ratable payment of accrued but unpaid
agent=s fees, commitment fees, letter of credit fees and fronting
fees owing to the Administrative Agent, the Issuing Bank and the
Lenders in respect of the Advances and Letters of Credit under
the Credit Agreement and the Notes; and

                fourth, to the ratable payment of all other Secured
Obligations owing to the Credit Parties.
Any surplus of such cash or cash proceeds held by the
Secured Party and remaining after payment in full of all the
Secured Obligations shall be promptly paid over to the Pledgor or
to whoever may be lawfully entitled to receive such surplus.

Section 6. Secured Party as Agent for Pledgor.

        6.01 Secured Party Appointed Attorney-in-Fact.  The Pledgor
hereby irrevocably appoints the Secured Party the Pledgor's
attorney-in-fact, with full authority, after the occurrence and
during the continuation of an Event of Default, to act for the
Pledgor and in the name of the Pledgor, and, in the Secured
Party's discretion, subject to the Pledgor's revocable rights
specified in Section 2.04, to take any action and to execute any
instrument which the Secured Party may deem reasonably necessary
or advisable to accomplish the purposes of this Pledge Agreement,
including, without limitation, to receive, indorse, and collect
all instruments made payable to the Pledgor representing any
dividend, or the proceeds of the sale of the Pledged Shares, or
other distribution in respect of the Pledged Shares and to give
full discharge for the same.

        6.02 Secured Party May Perform.  If the Pledgor fails to
perform any covenant contained herein, the Secured Party may
itself perform, or cause performance of, such covenant.  Pledgor
shall pay for the reasonable expenses of the Secured Party
incurred in connection therewith in accordance with Section 7.04.

        6.03 Secured Party's Duties.  Except for the safe custody
of any Pledged Collateral in its possession and the accounting for
monies actually received by it hereunder, the Secured Party shall
have no duty as to any Pledged Collateral, as to ascertaining or
taking action with respect to calls, conversion, exchanges,
maturities, tenders or other matters relative to any Pledged
Collateral, whether or not the Secured Party or any other Credit
Party has or is deemed to have knowledge of such matters, or as
to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Pledged
Collateral.  The Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is
accorded treatment substantially equal to that which the Secured
Party accords its own property.  The Secured Party shall not be
required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the
instructions of the Credit Parties and such instructions shall be
binding upon the holders of all Secured Obligations; provided,
however, that the Secured Party shall not be required to take any
action which exposes the Secured Party to personal liability or
which is contrary to any Credit Document or applicable law.

Section 7. Miscellaneous.

        7.01 Amendments, Etc.  No amendment or waiver of any
provision of this Pledge Agreement nor consent to any departure
by the Pledgor herefrom shall be effective unless made in writing
and signed by the Secured Party, the Pledgor, and either, as
required by the Credit Agreement, the Majority Lenders or all the
Lenders, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which
given.

        7.02 Addresses for Notices.  All notices and other
communications provided for hereunder shall be in the manner and
to the addresses set forth in the Credit Agreement.

        7.03 Continuing Security Interest; Transfer of Interest.
This Pledge Agreement shall create a continuing security interest
in the Pledged Collateral and shall (a) remain in full force and
effect until the indefeasible payment in full and termination of
the Secured Obligations, (b) be binding upon the Pledgor, its
successors, and assigns, and (c) inure, together with the rights
and remedies of the Secured Party hereunder, to the benefit of
and be binding upon, the Secured Party and the other Credit
Parties and their respective successors, transferees, and
assigns.  Without limiting the generality of the foregoing
clause, when the Secured Party or such other Credit Party assigns
or otherwise transfers any interest held by it under the Credit
Agreement or other Credit Document to any other Person pursuant
to the terms of the Credit Agreement or other Credit Document,
that other Person shall thereupon become vested with all the
benefits held by the Secured Party or such Credit Party under
this Pledge Agreement.  Upon the payment in full and termination
of the Secured Obligations, the security interest granted hereby
shall terminate and all rights to the Pledged Collateral shall
revert to the Pledgor to the extent such Pledged Collateral shall
not have been sold or otherwise applied pursuant to the terms
hereof.  Upon any such termination, the Secured Party will, at
the Pledgor's expense, deliver all Pledged Collateral to the
Pledgor, execute and deliver to the Pledgor such documents as the
Pledgor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.

        7.04 Expenses.  The Pledgor will upon demand pay to the
Secured Party for its benefit and the benefit of the other Credit
Parties the amount of any and all expenses, including the
reasonable legal fees and expenses, which the Secured Party and
the other Credit Parties may incur in connection with (i) the
administration of this Pledge Agreement, (ii) the custody or
preservation of, or the sale of, collection from or other
realization upon, any of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of the Secured Party
or the Lenders hereunder or (iv) the failure by the Pledgor to
perform or observe any of the provisions hereof.

        7.05 No Waiver; Remedies.  To the fullest extent permitted
under applicable law, no failure on the part of the Secured Party
to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any
remedies provided under any other Credit Document or by
applicable law.

        7.06 Judgment Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from
the Pledgor hereunder in the currency expressed to be payable
herein (the "specified currency") into another currency, the
parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the Secured
Party could purchase the specified currency with such other
currency at the Secured Party's main Chicago office on the
Business Day preceding that on which final, non-appealable
judgment is given.  The obligations of the Pledgor in respect of
any sum due to the Secured Party hereunder shall, notwithstanding
any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following
receipt by the Secured Party of any sum adjudged to be so due in
such other currency the Secured Party may in accordance with
normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally
due to the Secured Party in the specified currency, the Pledgor
agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to
indemnify the Secured Party against such loss, and if the amount
of the specified currency so purchased exceeds (a) the sum
originally due to the Secured Party in the specified currency and
(b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such
Lender under Section 2.12 of the Credit Agreement, the Secured
Party agrees to remit such excess to the Pledgor.

        7.07 Choice of Law; Submission to Jurisdiction.

                (a) This Pledge Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of New York, except to the extent that the validity or perfection
of the security interests hereunder, or remedies hereunder, in
respect of any particular Collateral are governed by the laws of
a jurisdiction other than the State of New York.

                (b) Notwithstanding anything in Section 7.07(a) hereof
to the contrary, nothing in this Pledge Agreement shall be deemed
to constitute a waiver of any rights which the Secured Party, the
Administrative Agent, the Issuing Bank, any of the Lenders or any
of the other Credit Parties may have under the National Bank Act
or other federal law, including without limitation the right to
charge interest at the rate permitted by the laws of the state
where the Secured Party, the Administrative Agent, the Issuing
Bank, the applicable Lender or any other applicable Credit Party
is located.

                (c) THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-
EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND
THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.

                (d) THE PLEDGOR HEREBY IRREVOCABLY APPOINTS CT
CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE ON THE
DATE HEREOF AT [1633 BROADWAY, NEW YORK, NEW YORK 10019], AS ITS
AGENT TO RECEIVE ON BEHALF OF IT AND ITS PROPERTIES SERVICE OF
COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH
MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY
BE MADE BY MAILING BY CERTIFIED MAIL A COPY OF SUCH PROCESS TO
THE PLEDGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT=S
ABOVE ADDRESS, WITH A COPY TO THE PLEDGOR AT ITS ADDRESS
SPECIFIED ON THE SIGNATURE PAGES HERETO, AND THE PLEDGOR HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT
SUCH SERVICE ON ITS BEHALF.  AS AN ALTERNATIVE METHOD OF SERVICE,
THE PLEDGOR ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND
ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING BY
CERTIFIED MAIL OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS
SPECIFIED HEREIN.  THE PLEDGOR AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW.

                (e) THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING,
DIRECTLY OR INDIRECTLY,  (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT,
ANY OTHER CREDIT DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR
THEREUNDER.  ANY JUDICIAL PROCEEDING BY THE PLEDGOR INVOLVING,
DIRECTLY OR INDIRECTLY, THIS PLEDGE AGREEMENT, OR ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OTHER
CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN ILLINOIS.


	[The rest of this page has been left blank intentionally.]




        The parties hereto have caused this Pledge Agreement to be
duly executed as of the date first above written.

                                        [PLEDGOR]

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________


                                        BANK ONE, NA,
                                        as agent for the ratable benefit
                                        of the Credit Parties

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________




                             SCHEDULE 2.02(a)
                            to Pledge Agreement

                          INITIAL PLEDGED SHARES







                             SCHEDULE 2.02(e)
                            to Pledge Agreement

              INITIAL PLEDGED PARTNERSHIP/MEMBERSHIP INTERESTS







                             EXHIBIT H

                     FORM OF REVOLVING A NOTE

$_______________________               [_____________ __, _____]


        For value received, the undersigned, [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] ("Borrower"), hereby promises to pay to the
order of _________________________ ("Lender") the principal
amount of _______________ and __/100 Dollars ($________________)
or, if less, the aggregate outstanding principal amount of each
Revolving A Advance (as defined in the Credit Agreement referred
to below) made by the Lender to the Borrower, together with
interest on the unpaid principal amount of each such Revolving A
Advance from the date of such Revolving A Advance until such
principal amount is paid in full, at such interest rates, and at
such times, as are specified in the Credit Agreement.

        This Note is one of the Revolving A Notes referred to in,
and is entitled to the benefits of, and is subject to the terms
of, the Second Amended and Restated Credit Agreement dated as of
April ___, 2002 (as the same may be amended or modified from time
to time, the "Credit Agreement"), among the Borrower, the Mexican
Borrower, the Lenders, and Bank One, NA, as Administrative Agent
for the Lenders.  Capitalized terms used in this Note that are
defined in the Credit Agreement and not otherwise defined in this
Note have the meanings assigned to such terms in the Credit
Agreement.  The Credit Agreement, among other things,
(a) provides for the making of Revolving Advances by the Lender
to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the Dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each
such Revolving A Advance being evidenced by this Note and
(b) contains provisions for acceleration of the maturity of this
Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity
of this Note upon the terms and conditions specified in the
Credit Agreement.

        Both principal and interest are payable in lawful money of
the United States of America to the Administrative Agent at One
First National Plaza, Chicago, Illinois 60670 (or at such other
location or address as may be specified by the Administrative
Agent in writing to the Borrower) in same day funds.  The Lender
shall record all Revolving A Advances and payments of principal
made under this Note, but no failure of the Lender to make such
recordings shall affect the Borrower's repayment obligations
under this Note.

        Except as specifically provided in the Credit Agreement,
the Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration, and any other
notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder of
this Note shall operate as a waiver of such rights.

        The Obligations evidenced by this Note are guaranteed by
certain Guaranties and secured pursuant to the terms of certain
of the Security Documents.

        Subject to applicable federal law, this Note shall be
governed by and construed and enforced in accordance with the
laws of the State of Illinois.


                                        [GLOBAL INDUSTRIES, LTD.]
                                        [GLOBAL OFFSHORE MEXICO,
                                        S. DE R.L. DE C.V.]


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________





                             EXHIBIT I

                   FORM OF SECURITY AGREEMENT

        This Security Agreement dated as of [__________, 20__]
("Security Agreement") is between
_______________________________, a __________________ corporation
(the "Debtor"), and Bank One, NA, as administrative agent
("Secured Party") for the Credit Parties (as defined below).


                             INTRODUCTION


        A. Global Industries, Ltd., a Louisiana corporation (the
"Parent Borrower"), and Global Offshore, S. de R.L. de C.V., a
Mexican sociedad de responsabilidad limitada de capital variable
(the "Mexican Borrower" and, together with the Parent Borrower,
the "Borrowers"), have entered into a Second Amended and Restated
Credit Agreement dated as of April ___, 2002 (as amended,
modified, supplemented or restated from time to time, the "Credit
Agreement," the defined terms of which are used in this Security
Agreement unless otherwise defined herein) together with the
lenders party thereto (the "Lenders") and Bank One, NA, as
administrative agent ("Administrative Agent") for the Lenders,
providing for the making of Advances by the Lenders and the
Swingline Bank, and the issuance of Letters of Credit by the
Issuing Bank.

        B. Any Borrower may from time to time enter into one or
more Rate Hedging Agreements with a Lender or an affiliate of a
Lender (any such Lender or affiliate party to a Rate Hedging
Agreement being referred to herein as a "Swap Counterparty," and
together with the Secured Party, the Lenders, the Administrative
Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the "Credit Parties").

        C. [The Debtor has guaranteed the Mexican Borrower's
obligations and the Guarantors' obligations owing to the Credit
Parties under the Credit Documents pursuant to the Guaranty dated
as of  [_______________] executed by the Debtor in favor of the
Secured Party for the ratable benefit of the Credit Parties (as
amended, modified, supplemented, or restated from time to time,
the "Guaranty").]

        D. [The Debtor has guaranteed the Parent Borrower's
obligations, the Mexican Borrower's obligations, and the other
Guarantors' obligations owing to the Credit Parties under the
Credit Documents pursuant to the Guaranty dated as of
[_____________] executed by the Debtor in favor of the Secured
Party for the ratable benefit of the Credit Parties (as amended,
modified, supplemented, or restated from time to time, the
"Guaranty").]

        E. [The Debtor has guaranteed the Mexican Borrower's
obligations owing to the Credit Parties under the Credit
Documents pursuant to the Guaranty dated as of [________________]
executed by the Debtor in favor of the Secured Party for the
ratable benefit of the Credit Parties (as amended, modified,
supplemented or restated from time to time, the "Guaranty").]

        F. Under the Credit Agreement, it is a condition to the
making of the Advances and the issuance of the Letters of Credit
that the Debtor shall secure its obligations under the Credit
Documents by entering into this Security Agreement.

        Therefore, the Debtor hereby agrees with the Secured Party
for its benefit and the benefit of the other Credit Parties as
follows:

Section 1. Definitions.  Any terms used in this Security Agreement
that are defined in the Uniform Commercial Code as in effect on
the date hereof in the State of New York ("UCC") shall have the
meanings assigned to those terms by the UCC, unless otherwise
defined in this Security Agreement.

Section 2. Security Interest.

        2.01 Grant of Security Interest.  The Debtor hereby grants
to the Secured Party for its benefit and the ratable benefit of
the Credit Parties a security interest in the Collateral (as
defined in Section 2.02 below) to secure the performance and
payment of (a) the Obligations of the [Debtor] [Parent Borrower]
[Mexican Borrower] [Guarantors] now and hereafter existing under
the Credit Agreement, the Notes, the Guaranties (as defined in
the Credit Agreement), and any other Credit Documents, whether
for principal, Reimbursement Obligations, Rate Hedging
Obligations owing to any Counterparty, interest, fees, expenses,
indemnification, or otherwise, and (b) all obligations of the
Debtor now or hereafter existing under this Agreement or the
other Credit Documents (all such obligations being the "Secured
Obligations").

        2.02 Collateral.  "Collateral" shall mean all of Debtor's
right, title, and interest in the following, whether now owned or
hereafter created or acquired or arising:

                (a) Accounts.  All accounts, documents, instruments,
chattel paper, and general intangibles (each as defined in
Article 9 of the UCC), including, without limitation, all
accounts receivable, contract rights, book debts, notes, drafts,
and other obligations or indebtedness owing to Debtor arising
from the sale, lease, or exchange of goods or other property
and/or the performance of services (all such accounts,
instruments, and chattel paper being the "Accounts");

                (b) Inventory.  All inventory (as defined in
Article 9 of the UCC) wherever located, including, without
limitation, finished goods, raw materials, work in process, and
all other personal property of every kind and description held for
sale, rental, or lease or held to be furnished under contracts for
services, or held for use in the processing, packaging, delivery,
or shipping of such property, inventory in joint production with
another Person, inventory in which Debtor has an interest as
consignee and goods which are returned to or repossessed by the
Debtor or stopped in transit by the Debtor, and other materials
and supplies (including packaging and shipping materials) used or
consumed in the manufacture or production thereof (all such
inventory being the "Inventory").

                (c) Equipment.  All equipment (as defined in Article 9
of the UCC) wherever located, machinery, furniture, and motor
vehicles, and all parts thereof and all accessions and additions
thereto (all such equipment being the "Equipment");

                (d) General Intangibles. All general intangibles (as
defined in Article 9 of the UCC), including, without limitation,
all computer programs and data, leases, licenses, franchises,
claims and causes of action against others, and tax refunds;

                (e) Trade Secrets.  All trade secrets, sales and
marketing literature, customer lists, sales orders, secret
processes, inventions, discoveries, improvements, processes,
technology, know how, formulas, drawings, specifications, plans,
and all other proprietary, technical and other information and
intellectual property, whether patentable or unpatentable,
registered, or unregistered, including, without limitation, those
items enumerated in Schedule 2.02(e) attached hereto
(collectively, the "Trade Secrets");

                (f) Trademarks.  All trademarks, trademark
registrations, tradenames, service marks, logos, prints and
labels on which any of the foregoing appear, and trademark
applications, including, without limitation, the trademarks
listed on Schedule 2.02(f) attached hereto, and (i) renewals,
reissues or extensions thereof, (ii) all income, royalties,
damages and payments now and hereafter due or payable with
respect thereto, including, without limitation, damages and
payments for past or future infringements thereof, (iii) the
right to sue for past, present and future infringements thereof,
and (iv) all rights corresponding thereto throughout the world
(collectively, the "Trademarks");

                (g) Patents.  All patents and patent applications of
the United States or any other country, issued or pending,
including, without limitation, the patents listed on Schedule
2.02(g) attached hereto, together with (i) all reissues,
divisions, continuations, renewals, extensions, and
continuations-in-part thereof, (ii) all income, royalties, shop
rights, damages and payments thereto, (iii) the right to sue for
past, present and future infringements thereof, and (iv) all
rights corresponding thereto throughout the world (collectively,
the "Patents");

                (h) Licenses.  All rights to use Trademarks, Patents,
or inventions subject to a Patent, including, without limitation,
the licenses listed on the attached Schedule 2.02(h) (the
"Licenses");

                (i) Bank Accounts.  All bank accounts maintained by
the Debtor with the Secured Party, any of the Credit Parties, or
any other financial institution, including any bank account with
a financial institution which has executed and delivered a letter
in the form of Exhibit A attached hereto (a "Bank Letter");

                (j) Proceeds.  All proceeds of the foregoing
Collateral and, to the extent not otherwise included, all
payments under any insurance, indemnity, warranty, or guaranty of
or for the foregoing Collateral; and

                (k) Records.  All accounting records, computer files
and programs, files, records, and documents relating to the
foregoing Collateral (the "Records").

Notwithstanding the foregoing, Collateral does not include any
MARAD Collateral.

        2.03 Use of the Collateral.  So long as no Event of Default
has occurred and is continuing, the Debtor shall be entitled to
use and possess the Collateral, subject to the rights, remedies,
powers, and privileges of the Secured Party under this Security
Agreement.

Section 3. Representations and Warranties.  The Debtor hereby
represents and warrants the following to the Secured Party and
the Credit Parties:

        3.01 Debtor's Name.  The true and correct name of the Debtor
as listed on its articles or certificate of incorporation, as
applicable, is the name of the Debtor as listed on the signature
pages to this Security Agreement.

        3.02 Inventory.  All of the Inventory owned by the Debtor is
located at the facilities specified on the attached
Schedule 3.02.  No Persons other than Debtor have possession of
any of the Collateral.  No negotiable document has been issued to
represent any Inventory.

        3.03 Accounts.  The chief place of business and chief
executive office of the Debtor and the office where the Debtor
keeps the Records are located at the address set forth in the
attached Schedule 3.03.  None of the Accounts are evidenced by a
promissory note or other instrument.  To the best of Debtor's
knowledge each Account constitutes the legally valid and binding
obligation of the customer obligated to pay the same arising from
the sale, lease or rendition by Debtor of goods or services. The
amount represented by Debtor to the Secured Party as owing by
each customer is the correct amount actually and unconditionally
owing.  Each Account arose or shall have arisen in the ordinary
course of Debtor=s business.  To the best of Debtor's knowledge
no customer has any defense, set-off, claim or counterclaim
against Debtor that can be asserted against the Debtor, whether
in any proceeding to enforce the Secured Party=s rights in the
Collateral or otherwise.

        3.04 Equipment.  All of the Equipment owned by the Debtor is
located at the facilities specified on the attached Schedule
3.04.  The Equipment is in good working order, ordinary wear and
tear excepted.

        3.05 Ownership; Other Liens.  The Debtor is and will be the
record and beneficial owner of all of the Collateral free and
clear of any Lien, except for the security interests created by
this Security Agreement and other Liens permitted by the Credit
Agreement.  No effective financing statement or other instrument
similar in effect covering all or any part of the Collateral is
or will be  on file in any recording office, except such as may
have been filed in connection with (a) Liens created by this
Security Agreement or (b) other Liens permitted by the Credit
Agreement.

        3.06 Lien Priority and Perfection.  The security interest in
the Collateral created pursuant to this Security Agreement
creates a valid, binding, and perfected first priority security
interest in the Collateral except for any certificated motor
vehicles, securing the payment, performance and observance of the
Secured Obligations, and such security interests will be
perfected first priority security interests upon the filing of
appropriate financing statements naming the Debtor as debtor and
Secured Party as secured party in the jurisdictions set forth on
the attached Schedule 3.06, to the extent such interest may be
perfected under the UCC.

        3.07 Authorizations and Approvals.  No other authorization,
approval, or other action by, and no notice to or filing with,
any Governmental Authority is necessary to grant the security
interests contemplated hereby, or to allow the Debtor to perform
its obligations hereunder, or to permit the Secured Party or any
Credit Party to exercise its rights and remedies hereunder.

Section 4. Debtors' Covenants.

        4.01 Further Assurances.  The Debtor agrees that at any
time, at such Debtor's expense, such Debtor shall promptly
execute and deliver all further instruments and documents and
take all further action that may be necessary and that the
Secured Party or any Credit Party may reasonably request in order
to perfect and protect any security interest granted or purported
to be granted hereby or to enable the Secured Party or any Credit
Party to exercise and enforce its rights and remedies hereunder
with respect to any Collateral.  Without limiting the generality
of the foregoing, the Debtor will at the Secured Party's request
(a) deliver and pledge to the Secured Party, duly indorsed or
accompanied by duly executed instruments of transfer or
assignment, in form and substance reasonably satisfactory to the
Secured Party, any instrument, document, or chattel paper
representing any Account or arising as a result of the
disposition of any Collateral, and (b) execute and file such
financing or continuation statements, or amendments thereto, and
such other instruments or notices as may be reasonably necessary
and as the Secured Party may reasonably request in order to
perfect and preserve the security interests granted or purported
to be granted hereby.  The Debtor shall furnish to the Secured
Party from time to time any statements and schedules further
identifying and describing the Collateral and such other reports
in connection with the Collateral as the Secured Party may
reasonably request.

        4.02 Accounts and Inventory.  The Debtor shall use
commercially reasonable efforts to collect payments on the
Accounts when due.  The Debtor shall perform its obligations
under each contract related to or giving rise to any Account.
Except for Inventory in transit in the ordinary course of
business, the Debtor shall keep all of the Inventory at the
locations listed on Schedule 3.02.  The Debtor shall not permit
any negotiable document to represent any Inventory.  The Debtor
shall maintain and protect the Inventory and promptly furnish to
the Secured Party a statement regarding any material loss or
damage to the Inventory.

        4.03 Equipment.  The Debtor shall cause the Equipment to be
maintained and preserved in good working order, ordinary wear and
tear excepted, and shall make or cause to be made all repairs,
replacements, and other improvements which are necessary or
desirable to maintain the Equipment in good working order.

        4.04 Insurance.

                (a) Policies and Certificates.  The Debtor shall, at
its own expense, maintain, or cause to be maintained, insurance
with respect to the Collateral of the Debtor in such amounts,
against such risks, in such form, and with such insurers, as the
Credit Agreement requires.  Certified copies of all policies of
insurance or certificates thereof, and endorsements and renewals
thereof shall be delivered to and retained by the Administrative
Agent.  All policies of insurance shall either have attached
thereto a Lender's Loss Payable Endorsement for the benefit of
the Administrative Agent, as loss payee in form reasonably
satisfactory to the Administrative Agent or shall name the
Administrative Agent as an additional insured, as applicable.
All policies or certificates of insurance shall set forth the
coverage, the limits of liability, the name of the carrier, the
policy number, and the period of coverage.  In addition, all
policies of insurance required under the terms hereof shall
contain an endorsement or agreement by the insurer that any loss
shall be payable in accordance with the terms of such policy
notwithstanding any act of negligence of the Debtor, any
Borrower, or any party holding under such Borrower which might
otherwise result in a forfeiture of the insurance and the further
agreement of the insurer waiving all rights of setoff,
counterclaim or deductions against the Debtor.  All such policies
shall contain a provision that notwithstanding any contrary
agreements between the Debtor and the applicable insurance
company, such policies will not be canceled, allowed to lapse
without renewal, surrendered or amended (which provision shall
include any reduction in the scope or limits of coverage) without
at least 30 days' prior written notice to the Administrative
Agent.  In the event that, notwithstanding the "lender's loss
payable endorsement" requirement, the proceeds of any insurance
policy described above are paid to the Debtor, the Debtor shall
deliver such proceeds to the Administrative Agent immediately
upon receipt.  In addition, upon request by the Credit Parties,
the Debtor shall deliver certificates evidencing renewal of such
insurance and evidence that the premiums have been paid before
termination of any insurance policies representing such
insurance.  If such insurance is not maintained in full force and
effect, the Secured Party at its option may procure such insur-
ance at the Debtor's expense.

                (b) Notice of Casualty Events, Etc.  Promptly upon
obtaining knowledge thereof, the Debtor shall notify the Secured
Party of any material casualty to the Collateral, including all
casualties to the Collateral where the aggregate damage to the
Collateral could exceed $500,000.  With respect to any potential
claims under any insurance, the Secured Party may, but shall not
be required to, make proof of loss under, settle and adjust any
claims under, and receive the proceeds under any such insurance
or direct the Debtor to take such actions at the direction of the
Secured Party, and the expenses incurred by the Secured Party in
the adjustment and collection of such proceeds shall be paid by
the Debtor.  The Secured Party shall not be liable or responsible
for failure to collect or exercise diligence in the collection of
any proceeds.

                (c) Payments.  With respect to any casualty to the
Collateral, after the occurrence and during the continuance of an
Event of Default, all proceeds of such casualty, including any
insurance proceeds, proceeds from actions, and any other
proceeds, whether or not above the amounts specified above, are
assigned to the Secured Party and shall be paid directly to the
Secured Party and applied in accordance with paragraph (d) below.
In the event that any such proceeds are paid to the Debtor in
violation of the foregoing, the Debtor shall hold the proceeds in
trust for the Secured Party, segregate the proceeds from the
other funds of the Debtor, and promptly pay the proceeds to the
Secured Party with any necessary endorsement.  Upon the request
of the Secured Party, after the occurrence and during the
continuance of an Event of Default, the Debtor shall execute and
deliver to the Secured Party any additional assignments and other
documents as may be necessary or desirable to enable the Secured
Party to directly collect the proceeds.

                (d) Application of Proceeds.  With respect to the
proceeds of any casualty required to be paid to the Secured Party
hereunder, after the occurrence and during the continuance of an
Event of Default, the Secured Party may, in its sole discretion,
either disburse the proceeds to the Debtor or retain the proceeds
and apply such proceeds as provided for in Section 5.07 or may
disburse the proceeds to the Debtor for the purpose of repairing,
replacing, and restoring the damaged collateral.

        4.05 Transfer of Collateral; Release of Security Interest.
The Debtor shall not sell, assign (by operation of law or
otherwise), or otherwise dispose of any of the Collateral, except
as permitted by the Credit Agreement.  The Secured Party shall
promptly, at the Debtor's expense, execute and deliver all
further instruments and documents, and take all further action
that the Debtor may reasonably request in order to release its
security interest in any Collateral which is disposed of in
accordance with the terms of the Credit Agreement.

        4.06 Change of Name, Etc..  The Debtor will notify the
Secured Party in writing 15 days prior to (a) any new location of
any Property comprising a part of the Collateral in which such
Debtor is granting a security interest to the Secured Party under
the terms of this Security Agreement, or (b) any change in the
Debtor=s name, identity or corporate structure, location of its
chief executive office, chief place of business, or office where
the Debtor keeps its Records, or state of incorporation.

Section 5. Remedies.  If any Event of Default shall have occurred
and be continuing:

        5.01 Bank Accounts.  The Secured Party may offset any bank
accounts included in the Collateral or direct the transfer of the
Collateral as provided in any Bank Letters acknowledged and
agreed to by the Debtor and the bank where funds are deposited,
in substantially the form of Exhibit A to this Security
Agreement.

        5.02 UCC Remedies.  To the extent permitted by law, the
Secured Party may exercise, in respect of the Collateral, in
addition to other rights and remedies provided for in this
Security Agreement or otherwise available to it, all the rights
and remedies of a secured party under the UCC (whether or not the
UCC applies to the affected Collateral).

        5.03 Assembly of Collateral.  The Secured Party may require
the Debtor to, at the Debtor's expense, promptly assemble all or
part of the Collateral and make it available to the Secured Party
at a place to be designated by the Secured Party.  The Secured
Party may occupy any premises owned or leased by the Debtor where
the Collateral or any part thereof is assembled for a reasonable
period in order to effectuate its rights and remedies hereunder
or under law, without obligation to the Debtor in respect of such
occupation.  The Secured Party shall have no obligation to take
any action to assemble or otherwise take control of the
Collateral, whether for the purposes of sale or otherwise.

        5.04 Sale of Collateral.  Upon at least ten Business Days
prior written notice to the Debtor of the time and place of any
proposed sale or other disposition, the Secured Party may sell
all or part of the Collateral at a public or private sale, at any
of the Secured Party's offices or elsewhere, for cash, on credit,
or for future delivery, and upon such other terms as the Secured
Party deems commercially reasonable.  The Secured Party shall not
be obligated to make any sale of Collateral regardless of notice
of sale having been given.  The Secured Party may adjourn any
public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so
adjourned.

        5.05 Accounts.  The Secured Party may, or may direct any
Debtor to, take any action the Secured Party deems reasonably
necessary or advisable to enforce collection of the Accounts
including, without limitation, notifying the account debtors or
obligors under any Accounts of the assignment of such Accounts to
the Secured Party and directing such account debtors or obligors
to make payment of all amounts due or to become due directly to
the Secured Party.  Upon such notification and direction, and at
the expense of the Debtor, the Secured Party may enforce
collection of any such Accounts, and adjust, settle, or
compromise the amount or payment thereof in the same manner and
to the same extent as the Debtor might have done.  After receipt
by the Debtor of the notice referred to above, all amounts and
proceeds (including instruments) received by the Debtor in
respect of the Accounts shall be received in trust for the
benefit of the Secured Party hereunder, shall be segregated from
other funds of the Debtor, and shall promptly be paid over to the
Secured Party in the same form as so received (with any necessary
endorsement) to be held as Collateral.  None of the Debtors shall
adjust, settle, or compromise the amount or payment of any
receivable, or release wholly or partly any account debtor or
obligor thereof, or allow any credit or discount thereon.

        5.06 Special Provisions for Collateral Located in Louisiana
The following shall apply if the foreclosure rights and remedies
are governed by the laws of Louisiana.  Upon the existence and
during the continuance of an Event of Default, the Secured Party
shall have the right to cause the Collateral to be seized and
sold under Louisiana executory or ordinary process, at the
Secured Party's sole option, without appraisement, appraisement
being hereby expressly waived, as an entirety or in portions as
the Secured Party may determine, to the highest bidder for cash,
and otherwise exercise the rights, powers and remedies afforded
herein and under applicable Louisiana law.  For purposes of
Louisiana executory process, the Debtor acknowledges the Secured
Obligations and does hereby confess judgment in favor of the
Secured Party for the full amount of the Secured Obligations not
paid when due.  Any and all declarations of fact made by
authentic act before a notary public in the presence of two
witnesses by a person declaring that such facts lie within his
knowledge shall constitute authentic evidence of such facts for
the purpose of executory process.  The Debtor hereby waives:
(a) the benefit of appraisement as provided in Louisiana Code of
Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other
laws conferring the same; (b) the demand and three days' delay
accorded by Louisiana Code of Civil Procedure Articles 2639 and
2721; (c) the notice of seizure required by Louisiana Code of
Civil Procedure Articles 2293 and 2721; (d) the three days' delay
provided by Louisiana Code of Civil Procedure Articles 2331 and
2722; and (e) the benefit of the other provisions of Louisiana
Code of Civil Procedure Articles 2331, 2722 and 2723, not
specifically mentioned above.  In the event the Collateral or any
part thereof is seized as an incident to an action for the
recognition or enforcement of this Agreement by executory
process, ordinary process, sequestration, writ of fieri facias,
or otherwise, the Debtor and Secured Party agree that the court
issuing any such order shall, if petitioned for by the Secured
Party, direct the applicable sheriff to appoint as a keeper of
the Collateral, the Secured Party or any agent designated by the
Secured Party or any person named by the Secured Party at the
time such seizure is effected.  This designation of a keeper will
be pursuant to Louisiana Revised Statutes 9:5136-9:5140.2 and the
Secured Party or its agent shall be entitled to all the rights
and benefits of a keeper afforded thereunder as the same may be
amended.  The Secured Party shall not be obligated to petition
the court for the appointment of a keeper.

        5.07 Application of Collateral.  The proceeds of any sale or
other realization upon all or any part of the Collateral shall be
applied by the Secured Party in the following order:

                first, to payment of the reasonable expenses of such
sale or other realization and all expenses, liabilities, and
advances incurred or made by the Secured Party in connection
therewith, and to the ratable payment of any other unreimbursed
reasonable expenses for which the Secured Party or any Credit
Party is to be reimbursed pursuant to the Credit Agreement or any
other Credit Document;

                second, to the ratable payment of accrued but unpaid
interest on the Advances owing under the Credit Agreement and the
Notes;

                third, to the ratable payment of accrued but unpaid
agent=s fees, commitment fees, letter of credit fees and fronting
fees owing to the Administrative Agent, the Issuing Bank and the
Lenders in respect of the Advances and Letters of Credit under
the Credit Agreement and the Notes; and

                fourth, to the ratable payment of  all other Secured
Obligations owing to the Credit Parties.

        Any surplus of such cash or cash proceeds held by the
Secured Party and remaining after payment in full of all the
Secured Obligations shall be promptly paid over to the Debtor or
to whoever may be lawfully entitled to receive such surplus.

Section 6. Secured Party as Attorney-in-Fact for Debtor.

        6.01 Attorney-In-Fact.  The Debtor hereby irrevocably
appoints the Secured Party as the Debtor's attorney-in-fact, with
full authority, after the occurrence and during the continuation
of an Event of Default, to act for the Debtor and in the name of
the Debtor, in the Secured Party's discretion upon the occurrence
and during the continuation of Default, to file one or more
financing or continuation statements, and amendments thereto,
relative to all or any part of the Collateral without the
signature of the Debtor where permitted by law, to receive,
endorse, and collect any drafts or other instruments, documents,
and chattel paper which are part of the Collateral, and to ask,
demand, collect, sue for, recover, compromise, receive, and give
acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral and to file any claims or
take any action or institute any proceedings which the Secured
Party may reasonably deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the
rights of the Secured Party with respect to any of the
Collateral.

        The power of attorney granted hereby is coupled with an
interest and is irrevocable.

        6.02 Secured Party Performance.  If the Debtor fails to
perform any covenant contained herein, the Secured Party may
itself perform, or cause performance of, such covenant, and the
Debtor shall pay for the expenses of the Secured Party incurred
in connection therewith in accordance with Section 7.01.

        6.03 Secured Party's Duties.  The powers conferred on the
Secured Party under this Security Agreement are solely to protect
its interest in the Collateral and shall not impose any duty upon
it to exercise any such powers.  Except for the reasonable care
of any Collateral in its possession and the accounting for monies
or other property actually received by it hereunder, the Secured
Party shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.  The Secured
Party shall be deemed to have exercised reasonable care as to the
custody and preservation of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that
which the Secured Party accords its own property, provided that
the Secured Party shall have no responsibility for taking any
necessary steps to preserve rights against any parties with
respect to any Pledged Collateral.

Section 7. Miscellaneous.

        7.01 Expenses.  The Debtor shall upon demand pay to the
Secured Party for its benefit and the benefit of the other Credit
Parties the amount without duplication of any expenses, including
the disbursements and reasonable fees of its counsel and of any
experts and agents, which the Secured Party and the other Credit
Parties may incur in connection with (a) the custody,
preservation, use, or operation of, or the sale, collection, or
other realization of, any of the Collateral, (b) the exercise or
enforcement of any of the rights of the Secured Party or any
Credit Party hereunder, and (c) the failure by the Debtor to
perform or observe any of the provisions hereof.

        7.02 Amendments, Etc.  No amendment or waiver of any
provision of this Security Agreement nor consent to any departure
by the Debtor from the terms of this Security Agreement shall be
effective unless the same shall be in writing and signed by the
Debtor, the Secured Party, and either, as required by the Credit
Agreement, the Majority Lenders or all the Lenders, and then such
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

        7.03 Addresses for Notices.  All notices and other
communications provided for hereunder shall be made as provided
in the Credit Agreement.  All such notices and other
communications shall be effective as provided in the Credit
Agreement.

        7.04 Continuing Security Interest; Transfer of Interest.
This Security Agreement shall create a continuing security
interest in the Collateral and shall (a) remain in full force and
effect until indefeasible payment in full and termination of the
Secured Obligations, (b) be binding upon the Debtor, the Secured
Party, the Credit Parties and their respective successors, and
assigns, and (c) inure, together with the rights and remedies of
the Secured Party hereunder, to the benefit of, and be binding
upon, the Secured Party, the Credit Parties, and their respective
successors, transferees, and assigns.  Without limiting the
generality of the foregoing clause, when any Credit Party assigns
or otherwise transfers any interest held by it under the Credit
Agreement or other Credit Document to any other Person pursuant
to the terms of the Credit Agreement or other Credit Document,
that other Person shall thereupon become vested with all the
benefits held by such Credit Party under this Security Agreement.
Upon the indefeasible payment in full and termination of the
Secured Obligations, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the
Debtor to the extent such Collateral shall not have been sold or
otherwise applied pursuant to the terms hereof.  Upon any such
termination, the Secured Party , at the Debtor's expense, will
execute and deliver to the Debtor such UCC statements and other
documentation as the Debtor shall reasonably request and take any
other actions reasonably requested by the Debtor to evidence or
effect such termination.

        7.05 Waiver of Rights of Appraisement.  The Debtor hereby
expressly waives the rights of appraisement, notice, or delay and
expressly agrees to the immediate seizure of the Collateral in
the event of suit thereon.

        7.06 Choice of Law; Submission to Jurisdiction.

                (a) This Security Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of New York, except to the extent that the validity or perfection
of the security interests hereunder, or remedies hereunder, in
respect of any particular Collateral are governed by the laws of
a jurisdiction other than the State of New York.

                (b) Notwithstanding anything in Section 7.06(a) hereof
to the contrary, nothing in this Security Agreement shall be
deemed to constitute a waiver of any rights which the Secured
Party, the Administrative Agent, the Issuing Bank, any of the
Lenders or any of the other Credit Parties may have under the
National Bank Act or other federal law, including, without
limitation, the right to charge interest at the rate permitted by
the laws of the state where the Secured Party, the Administrative
Agent, the Issuing Bank, the applicable Lender or any other
applicable Credit Party is located.

                (c) THE DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-
EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND
THE DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY
SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.

                (d) THE DEBTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING,
DIRECTLY OR INDIRECTLY,  (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT,
ANY OTHER CREDIT DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR
THEREUNDER.  ANY JUDICIAL PROCEEDING BY THE DEBTOR INVOLVING,
DIRECTLY OR INDIRECTLY, THIS SECURITY AGREEMENT, OR ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OTHER
CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN ILLINOIS.

        The parties hereto have caused this Security Agreement to be
duly executed as of the date first above written.

                                        DEBTOR:

                                        [DEBTOR]


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________




                                        SECURED PARTY:

                                        BANK ONE, NA,
                                        as agent for the ratable benefit of
                                        the Credit Parties

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________






                             SCHEDULE 2.02(e)
                           to Security Agreement

                              TRADE SECRETS





                             SCHEDULE 2.02(f)
                           to Security Agreement

                                 TRADEMARKS





                             SCHEDULE 2.02(g)
                           to Security Agreement
                                  PATENTS





                             SCHEDULE 2.02(h)
                           to Security Agreement
                                 LICENSES





                             SCHEDULE 3.02
                           to Security Agreement
                        LIST OF INVENTORY LOCATIONS





                             SCHEDULE 3.03
                           to Security Agreement
                        LOCATION OF DEBTOR'S RECORDS
                          CONCERNING THE ACCOUNTS





                             SCHEDULE 3.04
                           to Security Agreement
                        LIST OF EQUIPMENT LOCATIONS





                             SCHEDULE 3.06
                           to Security Agreement
                     LIST OF UCC FILING JURISDICTIONS

                             EXHIBIT A
                       to Security Agreement

                            BANK LETTER




                              [Date]


[Bank]
[Address]


        Re:     [Name of Debtor] (the "Company")

Ladies and Gentlemen:

We hereby notify you that effective [___________, ____], pursuant
to the Second Amended and Restated Credit Agreement dated as
April ___, 2002 (as amended, modified, supplemented, or restated,
the "Credit Agreement", the defined terms of which are used in
this letter unless otherwise defined herein) among Global
Industries, Ltd., Global Offshore, S. de R.L. de C.V., the banks
party thereto (the "Lenders"), and Bank One, NA, as
administrative agent ("Administrative Agent") for the Lenders,
the Company has granted to the Administrative Agent a security
interest in its deposit accounts with your institution, such
accounts identified by account number on Annex A thereto (the
"Bank Accounts"), and all proceeds therein.

We hereby irrevocably instruct you to make all payments to be
made by you out of or in connection with each Bank Account (i) at
any time prior to your receipt of notice from the Administrative
Agent that an "Event of Default" has occurred and is continuing
under the Credit Agreement, as directed by the Company, or (ii)
at any other time as you may be instructed by the Administrative
Agent.

We also hereby notify you that the Administrative Agent shall be
irrevocably entitled to exercise any and all rights in respect of
or in connection with the Bank Accounts, including, without
limitation, the right to specify when payment are to be made out
of or in connection with the Bank Accounts after your receipt of
notice from the Administrative Agent of an "Event of Default"
under the Credit Agreement.  Such notice shall be in writing and
mailed to you by registered or certified mail to the address
first set forth above.

By signing below and returning the enclosed copy of this letter,
you hereby:

        (i)     agree not to commingle the amounts held from time
to time in the Bank Accounts with the amounts held in any other
accounts the Company may have at your institution;

        (ii)    acknowledge the existence of the grant of a security
interest by the Company in the Bank Accounts;

        (iii)   agree that you have received no notice from any
other person of any security interest in the Bank Accounts; and

        (iv)    agree that none of the funds deposited into the Bank
Accounts will be subject to no deduction, set-off, banker=s lien,
charge, security interest, lien, claim or any other right of any
kind in your favor, except that you may set-off against the Bank
Accounts the face amount of any check deposited in and credited
to such account which is subsequently returned for any reason and
all reasonable charges, fees, commissions and expenses incurred
by you in providing account services to the Company.

Unless you are grossly negligent or do not act in good faith in
performance or non-performance in connection with this letter
agreement, we agree to hold you harmless from any claims,
damages, losses or expenses incurred by you in connection
herewith; in the event you breach the standard of care set forth
herein, your liability shall be limited to damages directly
caused by such breach and in no event shall you be liable for any
incidental or indirect or consequential damages hereunder.

Please confirm your acknowledgment of and agreement to the
foregoing instruction by signing in the space provided below.


                                        BANK ONE, NA

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________



Acknowledged and agreed to effective
as of this _____ day of _________________, _______.

[BANK]

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________



[DEBTOR]

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________





                             Annex A

                      [List Bank Accounts]







                             EXHIBIT J

                      FORM OF SWINGLINE NOTE


$10,000,000                                 [______________ __, 1999]


        For value received, the undersigned Global Industries, Ltd.,
a Louisiana corporation (the "Borrower"), hereby promises to pay to
the order of Bank One, NA (the "Swingline Bank") the principal
amount of Ten Million and No/100 Dollars ($10,000,000) or, if
less, the aggregate outstanding principal amount of each
Swingline Advance (as defined in the Credit Agreement referred to
below) made by the Swingline Bank to the Borrower, together with
interest on the unpaid principal amount of each such Swingline
Advance from the date of such Swingline Advance until such
principal amount is paid in full, at such interest rates, and at
such times, as are specified in the Credit Agreement.

        This Note is the Swingline Note referred to in, and is
entitled to the benefits of, and is subject to the terms of, the
Second Amended and Restated Credit Agreement dated as of April
___, 2002 (as the same may be amended or modified from time to
time, the "Credit Agreement"), among the Borrower, the Mexican
Borrower, the Lenders named therein, and Bank One, NA, as
Administrative Agent.  Capitalized terms used in this Note that
are defined in the Credit Agreement and not otherwise defined in
this Note have the meanings assigned to such terms in the Credit
Agreement.  The Credit Agreement, among other things,
(a) provides for the making of Swingline Advances by the
Swingline Bank to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the Dollar amount
first above mentioned, the indebtedness of the Borrower resulting
from each such Swingline Advance being evidenced by this Note and
(b) contains provisions for acceleration of the maturity of this
Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity
of this Note upon the terms and conditions specified in the
Credit Agreement.

        Both principal and interest are payable in lawful money
of the United States of America to the Administrative Agent at One
First National Plaza, Chicago, Illinois  60670 (or at such other
location or address as may be specified by the Administrative
Agent to the Borrower) in same day funds.  The Swingline Bank
shall record all Swingline Advances and payments of principal
made under this Note, but no failure of the Swingline Bank to
make such recordings shall affect the Borrower's repayment
obligations under this Note.

        Except as specifically provided in the Credit Agreement,
the Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration, and any other
notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder of
this Note shall operate as a waiver of such rights.

        The Obligations evidenced by this Note are guaranteed by
certain Guaranties and secured pursuant to the terms of certain
of the Security Documents.

        This Note shall be governed by, and construed and enforced
in accordance with, the laws of the state of Illinois.

                                        GLOBAL INDUSTRIES, LTD.

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________



                             EXHIBIT K

                    FORM OF REVOLVING B NOTE

$                                           [_____________ __, _____]

        For value received, the undersigned, [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] ("Borrower"), hereby promises to pay to the
order of _________________________ ("Lender") the principal
amount of _______________ and __/100 Dollars ($________________)
or, if less, the aggregate outstanding principal amount of each
Revolving B Advance (as defined in the Credit Agreement referred
to below) made by the Lender to the Borrower, together with
interest on the unpaid principal amount of each such Revolving B
Advance from the date of such Revolving B Advance until such
principal amount is paid in full, at such interest rates, and at
such times, as are specified in the Credit Agreement.

        This Note is one of the Revolving B Notes referred to in,
and is entitled to the benefits of, and is subject to the terms
of, the Second Amended and Restated Credit Agreement dated as of
April ___, 2002 (as the same may be amended or modified from time
to time, the "Credit Agreement"), among the Borrower, the Mexican
Borrower, the Lenders, and Bank One, NA, as Administrative Agent
for the Lenders.  Capitalized terms used in this Note that are
defined in the Credit Agreement and not otherwise defined in this
Note have the meanings assigned to such terms in the Credit
Agreement.  The Credit Agreement, among other things,
(a) provides for the making of Revolving Advances by the Lender
to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the Dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each
such Revolving B Advance being evidenced by this Note and
(b) contains provisions for acceleration of the maturity of this
Note upon the happening of certain events stated in the Credit
Agreement and for prepayments of principal prior to the maturity
of this Note upon the terms and conditions specified in the
Credit Agreement.

        Both principal and interest are payable in lawful money of
the United States of America to the Administrative Agent at One
First National Plaza, Chicago, Illinois 60670 (or at such other
location or address as may be specified by the Administrative
Agent in writing to the Borrower) in same day funds.  The Lender
shall record all Revolving B Advances and payments of principal
made under this Note, but no failure of the Lender to make such
recordings shall affect the Borrower's repayment obligations
under this Note.

        Except as specifically provided in the Credit Agreement,
the Borrower hereby waives presentment, demand, protest, notice
of intent to accelerate, notice of acceleration, and any other
notice of any kind.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder of
this Note shall operate as a waiver of such rights.

        The Obligations evidenced by this Note are guaranteed by
certain Guaranties and secured pursuant to the terms of certain
of the Security Documents.

        Subject to applicable federal law, this Note shall be
governed by and construed and enforced in accordance with the
laws of the State of Illinois.

                                        [GLOBAL INDUSTRIES, LTD.]
                                        [GLOBAL OFFSHORE MEXICO,
                                        S. DE R.L. DE C.V.]

                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________







                             EXHIBIT L
                  FORM OF REQUEST FOR ISSUANCE OF
                         LETTERS OF CREDIT




                             [Date]



Bank One, NA, as Administrative Agent
One First National Plaza
Chicago, Illinois  60670
Attention:	____________________

Ladies and Gentlemen:

The undersigned, Global Industries, Ltd., a Louisiana corporation
(the "Borrower"), refers to the Second Amended and Restated
Credit Agreement dated as of April ___, 2002 (as the same may be
amended, restated, or modified from time to time, the
"Agreement," the defined terms of which are used in this Request
for Issuance of Letters of Credit unless otherwise defined in
this Request for Issuance of Letters of Credit) among the
Borrower, the Mexican Borrower, the Lenders, and the
Administrative Agent, and hereby gives you irrevocable notice
pursuant to Section 2.15(a)(iv) of the Credit Agreement that the
undersigned hereby requests the issuance, increase, or extension
of a Letter of Credit and, in connection with that request, sets
forth below the information relating to such issuance, increase,
or extension of such Letter of Credit ("Proposed Issuance") as
required by Section 2.15 of the Credit Agreement:

        (a)     The Borrower requests an [issuance] [increase]
[extension] of a Letter of Credit.  [The Letter of Credit to
be [increased] [extended] is evidenced by Letter of Credit
number ___.]

	(b)	The beneficiary is _________________________.

        (c)     The face amount of the Letter of Credit being
[issued] [extended] [increased after giving effect to the
increase] is in a Dollar Equivalent amount equal to
$_____________ and is denominated in [Dollars] [other Agreed
Currency].

        (d)     The Business Day of the Proposed Issuance is
______________.

        (e)     The expiration date of the Letter of Credit as
[issued] [increased] [extended] is _____________.

        (f)     The form of the Letter of Credit is attached as
Exhibit A.

        (g)     The Letter of Credit for the purposes of the Credit
Agreement is a [Financial Letter of Credit][Performance Letter
of Credit].

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Issuance:

        (a)     the representations and warranties contained in
Article IV of the Credit Agreement and in the other Credit
Documents are true and correct on and as of the date of the
Proposed Issuance and before and after giving effect to such
Proposed Issuance as though made on and as of the date of the
Proposed Issuance; and

        (b)  no Default has occurred and is continuing, or would
result from such Proposed Issuance.

                                        Very truly yours,




                                        GLOBAL INDUSTRIES, LTD.


                                        By: _________________________

                                        Name: _______________________

                                        Title: ______________________






                             SCHEDULE 1
                       TO CREDIT AGREEMENT

                        NOTICE INFORMATION


I.  Company, Mexican Borrower, Guarantors:
        c/o Global Industries, Ltd.
        8000 Global Drive
        Carlyss, Louisiana 70665
        Attn:  Chief Financial Officer
        Telecopy: 337-583-5010

II. Administrative Agent
        Bank One, NA
        One First National Plaza
        Chicago, Illinois 60670
        Attn:  Tony Benedetto
        Telecopy: 312-732-5485

III. Issuing Bank
        Bank One, NA
        One First National Plaza
        Chicago, Illinois 60670
        Attn:  Tony Benedetto
        Telecopy: 312-732-5485

IV.  Banks
        Credit Lyonnais New York Branch
        1000 Louisiana, Suite 5360
        Houston, Texas 77002
        Attn:  Page Dillehunt
        Telecopy: 713-751-0307

        Wells Fargo Bank (Texas), N.A.
        1000 Louisiana, Third Floor
        Houston, Texas 77002
        Attn:  Mr. Joe Maxwell
               Vice President
        Telecopy: 713-739-1087

        Whitney National Bank
        228 St. Charles Avenue
        New Orleans, Louisiana 70130
        Attn:  Mr. Harry C. Stahel
               Senior Vice President
        Telecopy: 504-586-3409

        Credit Suisse First Boston
        5 World Trade Center
        New York, New York 10048
        Attn:  Jenaro Sabasola
        Telecopy: 212-335-0593/0576

        Hibernia National Bank
        313 Carondelet Street, 10th Floor
        New Orleans, Louisiana 70130
        Attn:  Sandra Margavio
               Administrative Assistant
        Telecopy: 504-533-5434

        Comerica Bank - Texas
        910 Louisiana, Suite 410
        Houston, Texas 77002
        Attn: Anna Cheney
        Telecopy: 713-632-2928





                             Schedule 1.01(a)

                        Existing Letters of Credit

                              (See attached.)





                             Schedule 1.0(b)

                       Permitted Bonds Obligations

                              (See attached.)





                             Schedule 1.01(c)

                          Revolving Commitments

                              (See attached)





                             Schedule 3.01(a)(iv)

                                GUARANTIES

        All guaranties are in favor of Bank One, NA, as Administrative
   Agent for the Lenders.

        Guarantor             Obligations Guaranteed               Law

GIL Holdings, L.L.C.*,     Parent under Credit Agreement           U.S.
a Louisiana limited        ("C.A."), Mexican Borrower under C.A.,
liability company          all Guarantors

Global Industries          Parent under C.A., Mexican Borrower     U.S.
Offshore, LLC*, a          under C.A., all Guarantors
Louisiana corporation

Global Pipelines PLUS,     Parent under C.A., Mexican Borrower     U.S.
LLC.*, a Louisiana         under C.A., all Guarantors
corporation

Global Movible             Parent under C.A., Mexican Borrower     U.S.
Offshore, LLC.*, a         under C.A., all Guarantors
Louisiana corporation

Norman Offshore            Parent under C.A., Mexican Borrower     U.S.
Pipelines, LLC*, a         under C.A., all Guarantors
Louisiana corporation

Global Divers and          Parent under C.A., Mexican Borrower     U.S.
Contractors, LLC*, a       under C.A., all Guarantors
Louisiana corporation

Global International       Parent under C.A., Mexican Borrower     U.S.
Vessels, Ltd.*, a          under C.A., all Guarantors
Cayman Islands
corporation

Subtec Middle East        Parent under C.A., Mexican Borrower      U.S.
Ltd*, a Delaware          under C.A., all Guarantors
corporation

Global Industries         Mexican Borrower under C.A.,             U.S.
Mexico Holdings, S. de    Mexican Guarantors
R.L. de C.V., a Mexican
sociedad de
responsabilidad
limitada de capital
variable

Global Vessels Mexico,    Mexican Borrower under C.A.,             U.S.
S. de R.L. de C.V., a     Mexican Guarantors
Mexican sociedad de
responsabilidad
limitada de capital
variable

Global Industries         Mexican Borrower under C.A.,             U.S.
Offshore Services, S.     Mexican Guarantors
de R.L. de C.V., a
Mexican sociedad de
responsabilidad
limitada de capital
variable

Global Industries         Mexican Borrower under C.A.,             U.S.
Services, S. de R.L. de   Mexican Guarantors
C.V., a Mexican
sociedad de
responsabilidad
limitada de capital
variable

Global Industries,        Mexican Borrower under C.A.,             U.S.
Ltd.*, a Louisiana        all Guarantors
corporation

Pipelines,                Parent under C.A., Mexican Borrower      U.S.
Incorporated*, a          under C.A., all Guarantors
Louisiana corporation

Global Divers and         Parent under C.A., Mexican Borrower      U.S.
Contractors, L.L.C., a    under C.A., all Guarantors
Louisiana limited
liability company

Global Pipelines PLUS,    Parent under C.A., Mexican Borrower      U.S.
L.L.C., a Louisiana       under C.A., all Guarantors
limited liability
company

Global Movible            Parent under C.A., Mexican Borrower      U.S.
Offshore, L.L.C., a       under C.A., all Guarantors
Louisiana limited
liability company

* These companies are Global Guarantors.




                             Schedule 3.01(a)(v)

                              PLEDGE AGREEMENTS

All pledge agreements are in favor of Bank One, NA, as Administrative Agent
for the Lenders.


                                           %       Obligations         Law/
  Pledgor             Pledged Company   Pledged  Secured by Pledge Instrument

Global Industries,    GIL Holdings,              Parent under      U.S.-law
Ltd., a Louisiana     L.L.C., a                  C.A., Mexican     pledge
corporation           Louisiana limited   100%   Borrower under    agreement,
                      liability company          C.A., all         with UCC-1
                                                 Guarantors        financing
                                                                   statement

                      Subtec Middle East  100%
                      Ltd.,
                      a Delaware
                      corporation

                      GIL Mauritius        66%
                      Holdings, Ltd.

                      Global Industries   100%
                      International,
                      L.P., a Cayman
                      company

                      Global Industries   100%
                      Netherlands, BV


GIL Holdings,         Global Divers and   100%   Parent under      U.S.-law
L.L.C., a             Contractors, LLC           C.A., Mexican     pledge
Louisiana             a Louisiana                Borrower under    agreement,
limited liability     corporation                C.A., all         with UCC-1
company                                          Guarantors        financing
                                                                   statement

                      Global Industries   100%
                      Offshore, LLC,
                      corporation

                      Global Movible      100%
                      Offshore, LLC,
                      a Louisiana
                      corporation

                      Global Pipelines    100%
                      PLUS, LLC,
                      a Louisiana
                      corporation

                      Norman Offshore     100%
                      Pipelines, LLC.,
                      a Louisiana
                      corporation

                      Pipelines,          100%
                      Incorporated,
                      a Louisiana
                      corporation

Global Industries     Global Vessels       66%   Mexican Borrower  Mexican-
Mexico                Mexico,                    under C.A.,       law
Holdings, S. de       S. de R.L. de C.V.,        Mexican           pledge
R.L. de C.V., a       a Mexican company          Guarantors        agreement,
Mexican corporation                                                with
                                                                   registration
                                                                   in Special
                                                                   Book of
                                                                   Partners

                      Global Industries    66%
                      Offshore
                      Services, S. de
                      R.L. de
                      C.V., a Mexican
                      company

                      Global Offshore      66%
                      Mexico,
                      S. de R.L. de
                      C.V.,
                      a Mexican company

                      Global Industries    66%
                      Services,
                      S. de R.L. de
                      C.V.,
                      a Mexican company





Global                Global              100%   Parent under      Cayman-law
Industries            International              C.A., Mexican     pledge
International,        Vessels, Ltd., a           Borrower under    agreement
L.P., a Cayman        Cayman company             C.A., all         company
                                                 Guarantors

                      Global Offshore      66%
                      International,
                      Ltd., a Cayman
                      company


Global                Global Industries
Industries            Mexico Holdings,
Netherlands,          S. de R.L. de
BV, a                 C.V., a Mexican
Netherlands           corporation
company

                      Global Offshore      66%   Parent under      Pledge
                      Mexico, S.de R.L.          C.A., Mexican     agreement
                      de C.V., a Mexican         Borrower under
                      Corporation                C.A., all
                                                 Guarantors


GIL Mauritius         Global Industries    66%   Parent under      Pledge
Holdings, Ltd.,       Asia-Pacific,              C.A., Mexican     agreement
a Mauritius           Ltd., a Singapore          Borrower under
company               company                    C.A., all
                                                 Guarantors





                             Schedule 4.16

                       Environmental Disclosures

                                  None.





                             Schedule 4.17

               MORTGAGED VESSELS, MATERIAL VESSELS AND
                         MORTGAGED REAL ESTATE


A.	MORTGAGED VESSELS

        See attached.


B.      MATERIAL VESSELS

        See attached.


C.	MORTGAGED REAL ESTATE

        8000 Global Drive
        Carlyss, Louisiana 70665
        (Calcasieu Parish)

        5319 Port Road
        New Iberia, Louisiana 70560
        (Iberia Parish)





                             Schedule 4.19

                     Subsidiaries / Corporate Structure


                             (See attached)





                             Schedule 6.01

                            Exisiting Liens


                             (See attached)





                             Schedule 6.02

                             Existing Debt


                             (See attached)


        Beginning with calendar year 2003, the foregoing maximum amount for
each calendar year shall be increased by the Carryover Amount for the prior
calendar year.  The "Carryover Amount" for any calendar year equals (A) 50%
times (B) the positive difference, if any, between the maximum amount
(without regard to any Carryover Amount) and the actual Capital Expenditures
for such calendar year.