EXECUTION
                                                                     COUNTERPART



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                            364-DAY CREDIT AGREEMENT

                                   DATED AS OF

                                DECEMBER 26, 2002

                                      AMONG

                                TRANSOCEAN INC.,

                           THE LENDERS PARTIES HERETO,

                                 SUNTRUST BANK,
                            AS ADMINISTRATIVE AGENT,

             ABN AMRO BANK, N.V. AND THE ROYAL BANK OF SCOTLAND PLC,
                            AS CO-SYNDICATION AGENTS,

                            BANK OF AMERICA, N.A. AND
                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                           AS CO-DOCUMENTATION AGENTS,

                                       AND
                                 CITIBANK, N.A.,
               CREDIT LYONNAIS NEW YORK BRANCH  AND HSBC BANK USA,
                               AS MANAGING AGENTS

                   SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,
                        AS LEAD ARRANGER AND BOOK RUNNER


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<PAGE>
                            364-DAY CREDIT AGREEMENT
                            ------------------------


     THIS 364-DAY CREDIT AGREEMENT (the "Agreement"), dated as of December 26,
2002, among TRANSOCEAN INC. (the "Borrower"), a Cayman Islands company, the
lenders from time to time parties hereto (each a "Lender" and collectively, the
"Lenders"), SUNTRUST BANK, a Georgia banking corporation ("STB"), as
administrative agent for the Lenders (in such capacities, the "Administrative
Agent"), ABN AMRO BANK N.V. and THE ROYAL BANK OF SCOTLAND PLC, as
co-syndication agents for the Lenders (in such capacities, the "Co-Syndication
Agents"), BANK OF AMERICA, N.A. and WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as co-documentation agents for the Lenders (in such capacities, the
"Co-Documentation Agents"), CITIBANK, N.A., CREDIT LYONNAIS NEW YORK BRANCH and
HSBC BANK USA, as managing agents for the Lenders (in such capacities, the
"Managing Agents"), and STB, as issuing bank of the Letters of Credit hereunder
(STB and any other Lender that issues a Letter of Credit hereunder, in such
capacity, an "Issuing Bank").

                                   WITNESSETH:

     WHEREAS, the Borrower has requested that the Lenders establish in its favor
a  364-day  revolving  credit facility in the aggregate principal amount of U.S.
$250,000,000,  pursuant  to which facility revolving loans would be made to, and
letters  of  credit  would  be  issued  for  the  account  of,  the  Borrower;

     WHEREAS,  the Borrower has further requested that, at its option, revolving
loans  outstanding at the end of the initial revolving credit facility period up
to  an  aggregate  principal  amount  of $125,000,000 be converted to term loans
maturing  one  year  after  the  date  of  such  conversion;

     WHEREAS,  the  Lenders are willing to make such credit facilities available
to  the  Borrower  on  the  terms and subject to the conditions and requirements
hereinafter  set  forth;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  herein  contained,  the  parties  hereto  agree  as  follows:

ARTICLE 1.     DEFINITIONS; INTERPRETATION.

     Section  1.1.     Definitions.  Unless  otherwise  defined  herein,  the
following  terms  shall  have  the  following  meanings, which meanings shall be
equally  applicable  to  both  the  singular  and  plural  forms  of such terms:

     "Adjusted  LIBOR"  means, for any Borrowing of Eurocurrency Revolving Loans
or  Eurocurrency Term Loans for any Interest Period, a rate per annum determined
in  accordance  with  the  following  formula:

     Adjusted  LIBOR     =          LIBOR  Rate  for  such  Interest  Period
                                    ----------------------------------------
                                       1.00  -  Statutory  Reserve  Rate


<PAGE>
     "Adjusted  LIBOR  Loan" means a Eurocurrency Revolving Loan or Eurocurrency
Term  Loan  bearing  interest  at  a rate based on Adjusted LIBOR as provided in
Section  2.8(b).

     "Administrative  Agent"  means  SunTrust  Bank,  acting  in its capacity as
administrative  agent  for  the  Lenders, and any successor Administrative Agent
appointed  hereunder  pursuant  to  Section  9.7.

     "Agreement"  means  this  364-Day  Credit  Agreement,  as  the  same may be
amended,  restated  and  supplemented  from  time  to  time.

     "Applicable  Facility  Fee Rate" means for any day, at such times as a debt
rating  (either express or implied) by S&P or Moody's (or in the event that both
cease  the  issuance of debt ratings generally, such other ratings agency agreed
to  by the Borrower and the Administrative Agent) is in effect on the Borrower's
non-credit  enhanced  senior  unsecured long-term debt, the percentage per annum
set  forth  opposite  such  debt  rating:

     Debt  Rating                              Percentage
     ------------                              ----------

     A+/A1  or  above                           0.060%

     A/A2                                       0.070%

     A-/A3                                      0.080%

     BBB+/Baa1                                  0.100%

     BBB/Baa2                                   0.125%

     BBB-/Baa3  or  below                       0.175%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating  shall  apply  to determine the Applicable Facility Fee Rate, (ii) by two
ratings,  the  rating  which  falls  between  them  shall apply to determine the
Applicable  Facility  Fee  Rate,  or  (iii) by more than two ratings, the rating
immediately  above  the  lower  of  the two ratings shall apply to determine the
Applicable  Facility  Fee  Rate.  The  Borrower shall give written notice to the
Administrative  Agent  of any changes to such ratings, within three (3) Business
Days  thereof,  and  any  change  to  the  Applicable Facility Fee Rate shall be
effective on the date of the relevant change.  Notwithstanding the foregoing, if
the  Borrower shall at any time fail to have in effect such a debt rating on the
Borrower's  non-credit  enhanced  senior  unsecured long-term debt, the Borrower
shall  seek and obtain (if not already in effect), within thirty (30) days after
such  debt  rating  first ceases to be in effect, a corporate credit rating or a
bank  loan  rating from Moody's or S&P, or both, and the Applicable Facility Fee
Rate  shall  thereafter  be based on such ratings in the same manner as provided
herein  with  respect  to  the Borrower's senior unsecured long-term debt rating
(with  the  Applicable Facility Fee Rate in effect prior to the issuance of such
corporate  credit


                                        2
<PAGE>
rating or bank loan rating being the same as the Applicable Facility Fee Rate in
effect  at  the  time the senior unsecured long-term debt rating ceases to be in
effect).

     "Applicable  Margin"  means,  for  any  day, at such times as a debt rating
(either  express  or implied) by S&P or Moody's (or in the event that both cease
the  issuance  of debt ratings generally, such other ratings agency agreed to by
the  Borrower  and  the  Administrative  Agent)  is  in effect on the Borrower's
non-credit  enhanced  senior  unsecured long-term debt, the percentage per annum
set  forth  opposite  such  debt  rating:

     Debt  Rating                              Percentage
     ------------                              ----------

     A+/A1  or  above                           0.190%

     A/A2                                       0.230%

     A-/A3                                      0.320%

     BBB+/Baa1                                  0.475%

     BBB/Baa2                                   0.600%

     BBB-/Baa3  or  below                       0.725%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating  shall apply to determine the Applicable Margin, (ii) by two ratings, the
rating  which falls between them shall apply to determine the Applicable Margin,
or (iii) by more than two ratings, the rating immediately above the lower of the
two  ratings shall apply to determine the Applicable Margin.  The Borrower shall
give  written notice to the Administrative Agent of any changes to such ratings,
within  three (3) Business Days thereof, and any change to the Applicable Margin
shall  be  effective  on  the  date of the relevant change.  Notwithstanding the
foregoing,  if the Borrower shall at any time fail to have in effect such a debt
rating  on  the  Borrower's non-credit enhanced senior unsecured long-term debt,
the  Borrower  shall  seek  and obtain (if not already in effect), within thirty
(30)  days  after  such  debt  rating  first ceases to be in effect, a corporate
credit  rating  or  a  bank  loan  rating  from Moody's or S&P, or both, and the
Applicable  Margin  shall thereafter be based on such ratings in the same manner
as  provided  herein  with  respect to the Borrower's senior unsecured long-term
debt  rating (with the Applicable Margin in effect prior to the issuance of such
corporate  credit  rating  or  bank loan rating being the same as the Applicable
Margin  in  effect at the time the senior unsecured long-term debt rating ceases
to  be  in  effect).

     "Applicable  Utilization  Fee  Rate"  means for any day, at such times as a
debt  rating (either express or implied) by S&P or Moody's (or in the event that
both  cease  the  issuance  of debt ratings generally, such other ratings agency
agreed  to  by  the  Borrower  and the Administrative Agent) is in effect on the
Borrower's  non-credit  enhanced senior unsecured long-term debt, the percentage
per  annum  set  forth  opposite  such  debt  rating:


                                        3
<PAGE>

     Debt  Rating                               Percentage
     ------------                               ----------

     A+/A1  or  above                           0.075%

     A/A2                                       0.100%

     A-/A3                                      0.100%

     BBB+/Baa1                                  0.125%

     BBB/Baa2                                   0.125%

     BBB-/Baa3  or  below                       0.150%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating shall apply to determine the Applicable Utilization Fee Rate, (ii) by two
ratings,  the  rating  which  falls  between  them  shall apply to determine the
Applicable  Utilization  Fee Rate, or (iii) by more than two ratings, the rating
immediately  above  the  lower  of  the two ratings shall apply to determine the
Applicable  Utilization Fee Rate.  The Borrower shall give written notice to the
Administrative  Agent  of any changes to such ratings, within three (3) Business
Days  thereof,  and  any  change to the Applicable Utilization Fee Rate shall be
effective on the date of the relevant change.  Notwithstanding the foregoing, if
the  Borrower shall at any time fail to have in effect such a debt rating on the
Borrower's  non-credit  enhanced  senior  unsecured long-term debt, the Borrower
shall  seek and obtain (if not already in effect), within thirty (30) days after
such  debt  rating  first ceases to be in effect, a corporate credit rating or a
bank  loan  rating  from Moody's or S&P, or both, and the Applicable Utilization
Fee  Rate  shall  thereafter  be  based  on  such  ratings in the same manner as
provided  herein  with respect to the Borrower's senior unsecured long-term debt
rating (with the Applicable Utilization Fee Rate in effect prior to the issuance
of  such  corporate  credit  rating  or  bank  loan rating being the same as the
Applicable  Utilization  Fee  Rate  in  effect  at the time the senior unsecured
long-term  debt  rating  ceases  to  be  in  effect).

     "Application"  means  an  application  for a Letter of Credit as defined in
Section  2.14(b).

     "Assignment  Agreement"  means  an  agreement  in substantially the form of
Exhibit  10.10 whereby a Lender conveys part or all of its Commitment, Loans and
--------------
participations  in  Letters  of  Credit  to another Person that is, or thereupon
becomes,  a  Lender,  or  increases  its  Commitments,  outstanding  Loans  and
outstanding  participations  in  Letters  of  Credit, pursuant to Section 10.10.

     "Base Rate" means for any day the greater of:

          (i)  the  fluctuating  commercial  loan  rate  announced  by  the
Administrative  Agent from time to time at its Atlanta, Georgia office (or other
corresponding  office, in the case of any successor Administrative Agent) as its
prime rate or base rate for U.S. Dollar loans in the United States of America in
effect  on  such day (which base rate may not be the lowest rate charged by such
Lender  on  loans  to  any  of  its customers), with any change in the Base Rate
resulting  from  a  change in such announced rate to be effective on the date of
the  relevant  change;  and


                                        4
<PAGE>
          (ii)  the  sum  of  (x)  the  rate  per  annum  (rounded  upwards,  if
necessary,  to  the  nearest  1/16th of 1%) 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 by
the Federal Reserve Bank of New York on the next Business Day, provided that (A)
if  such  day  is  not  a  Business  Day,  the  rate on such transactions on the
immediately  preceding  Business  Day  as  so published on the next Business Day
shall apply, and (B) if no such rate is published on such next Business Day, the
rate  for  such  day  shall  be  the  average of the offered rates quoted to the
Administrative  Agent by two (2) federal funds brokers of recognized standing on
such day for such transactions as selected by the Administrative Agent, plus (y)
a  percentage  per  annum  equal  to  one-half  of  one  percent ( %) per annum.


     "Base Rate Loan" means a Revolving Loan or Term Loan bearing interest prior
to  maturity  at  the  rate  specified  in  Section  2.8(a).

     "Borrower" means Transocean Inc., a company organized under the laws of the
Cayman  Islands,  and  its  successors.

     "Borrowing"  means  any  extension  of  credit of the same Type made by the
Lenders  on the same date by way of Revolving Loans, a Competitive Loan or group
of Competitive Loans having a single Interest Period, a Letter of Credit, or, if
the  Borrower  exercises  the  Term  Loan  Option, the Term Loans, including any
Borrowing  advanced,  continued  or converted.  A Borrowing is "advanced" on the
day  the  Lenders  advance  funds comprising such Borrowing to the Borrower or a
Letter  of  Credit is issued, increased or extended, is "continued" (in the case
of  Eurocurrency  Revolving  Loans or Eurocurrency Term Loans) on the date a new
Interest Period commences for such Borrowing, and is "converted" (in the case of
Eurocurrency  Revolving Loans or Eurocurrency Term Loans) when such Borrowing is
changed  from  one  Type  of Loan to the other, all as requested by the Borrower
pursuant  to  Section  2.4.

     "Business Day" means any day other than a Saturday or Sunday on which banks
are  not  authorized  or  required to close in Atlanta, Georgia or New York, New
York  and, if the applicable Business Day relates to the advance or continuation
of,  conversion  into,  or  payment  on  a Eurocurrency Borrowing or Competitive
Borrowing,  on  which  banks  are  dealing  in  Dollar deposits in the interbank
eurodollar  market  in  London,  England.

     "Capitalized Lease Obligations" means, for any Person, the aggregate amount
of  such  Person's liabilities under all leases of real or personal property (or
any  interest  therein) which is required to be capitalized on the balance sheet
of  such  Person  as  determined  in  accordance  with  GAAP.

     "Cash  Equivalents"  means  (i)  securities  issued  or  directly and fully
guaranteed  or  insured  by  the  United  States  of  America  or  any agency or
instrumentality  thereof  having  maturities of not more than twelve (12) months
from  the  date  of acquisition, (ii) time deposits and certificates of deposits
maturing  within  one  year  from  the date of acquisition thereof or repurchase
agreements with financial institutions whose short-term unsecured debt rating is
A  or  above  as  obtained from either S&P or Moody's, (iii) commercial paper or
Eurocommercial  paper  with  a


                                        5
<PAGE>
rating of at least A-1 by S&P or at least P-1 by Moody's, with maturities of not
more  than  twelve  (12)  months  from  the date of acquisition, (iv) repurchase
obligations  entered  into with any Lender, or any other Person whose short-term
senior  unsecured  debt  rating  from  S&P is at least A-1 or from Moody's is at
least  P-1,  which  are  secured  by  a fully perfected security interest in any
obligation of the type described in (i) above and has a market value of the time
such  repurchase  is  entered  into  of  not  less  than  100% of the repurchase
obligation of such Lender or such other Person thereunder, (v) marketable direct
obligations issued by any state of the United States of America or any political
subdivision  of  any  such  state or any public instrumentality thereof maturing
within  twelve (12) months from the date of acquisition thereof or providing for
the  resetting  of  the  interest  rate  applicable  thereto not less often than
annually  and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's, and (vi) money market funds which have at
least  $1,000,000,000  in assets and which invest primarily in securities of the
types  described  in  clauses  (i)  through  (v)  above.

     "Class", when used in reference to any Loan or Borrowing, refers to whether
such  Loan,  or  the  Loans  comprising  such  Borrowing,  are  Revolving Loans,
Competitive  Loans,  or  Term  Loans.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Co-Documentation  Agents"  means,  collectively, Bank of America, N.A. and
Wells  Fargo  Bank  Texas,  National  Association,  in  their  capacities  as
co-documentation  agents  for  the  Lenders,  and any successor Co-Documentation
Agents  appointed  pursuant  to  Section  9.7;  provided,  however, that no such
Co-Documentation  Agent  shall have any duties, responsibilities, or obligations
hereunder  in  such  capacity.

     "Co-Syndication Agents" shall mean ABN AMRO Bank N.V. and The Royal Bank of
Scotland  plc,  acting  in  their  capacities  as  co-syndication agents for the
Lenders, and any successor Co-Syndication Agents appointed hereunder pursuant to
Section  9.7;  provided,  however, that no such Co-Syndication Agents shall have
any  duties,  responsibilities,  or  obligations  hereunder  in  such  capacity.

     "Collateral"  means  all  property  and assets of the Borrower in which the
Administrative  Agent  or the Collateral Agent is granted a Lien for the benefit
of  the  Lenders  under  the  terms  of  Section  7.4.

     "Collateral  Account"  means  the  cash  collateral account for outstanding
undrawn  Letters  of  Credit  defined  in  Section  7.4(b).

     "Collateral Agent" means STB acting in its capacity as collateral agent for
the  Lenders, and any successor collateral agent appointed hereunder pursuant to
Section  9.7.

     "Commitment"  means,  relative  to any Lender, such Lender's obligations to
make  Revolving  Loans and participate in Letters of Credit pursuant to Sections
2.1  and  2.14,  initially  in  the amount and percentage set forth opposite its
signature  hereto  or  pursuant  to  Section  10.10,


                                        6
<PAGE>
as  such  obligations may be reduced or increased from time to time as expressly
provided  pursuant  to  this  Agreement.

     "Commitment  Termination Date" means the earliest of (i) December 24, 2003,
or  such  later  date  to  which  the Commitments have been extended pursuant to
Section  2.16,  (ii) the date on which the Commitments are terminated in full or
reduced  to zero pursuant to Section 2.15, and (iii) the occurrence of any Event
of  Default  described  in Section 7.1(f) or (g) with respect to the Borrower or
the  occurrence and continuance of any other Event of Default and either (x) the
declaration  of  the Loans to be due and payable pursuant to Section 7.2, or (y)
in  the  absence  of  such  declaration,  the  giving  of  written notice by the
Administrative  Agent,  acting  at the direction of the Required Lenders, to the
Borrower  pursuant  to  Section  7.2  that the Commitments have been terminated.

     "Competitive  Bid" means an offer by a Lender to make a Competitive Loan in
accordance  with  Section  2.5.

     Competitive  Bid  Rate"  means,  with  respect  to any Competitive Bid, the
Competitive  Margin or the Competitive Fixed Rate, as applicable, offered by the
Lender  making  such  Competitive  Bid.

     "Competitive  Bid  Request" means a request by the Borrower for Competitive
Bids  in  accordance  with  Section  2.5.

     "Competitive Borrowing" means a Borrowing of a Competitive Loan or group of
Competitive  Loans  pursuant  to  Section  2.5.

     "Competitive Fixed Rate" means, with respect to any Competitive Loan (other
than  a Competitive Margin Loan), the fixed rate of interest per annum specified
by  the  Lender  making  such  Competitive  Loan in its related Competitive Bid.

     "Competitive  Fixed Rate Loan" means a Competitive Loan bearing interest at
a  Competitive  Fixed  Rate.

     "Competitive  Loan"  means a Competitive Margin Loan or a Competitive Fixed
Rate  Loan  made  pursuant  to  Section  2.5.

     "Competitive  Margin"  means,  with respect to any Competitive Loan bearing
interest  at  a  rate based on the LIBOR Rate, the marginal rate of interest, if
any,  to  be added to or subtracted from the LIBOR Rate to determine the rate of
interest applicable to such Loan, as specified by the Lender making such Loan in
its  related  Competitive  Bid.

     "Competitive  Margin  Loan"  means  a  Competitive  Loan  bearing  interest
determined  by  reference  to  the  LIBOR  Rate  and  a  Competitive  Margin.

     "Compliance Certificate" means a certificate in the form of Exhibit 6.6.
                                                                 -----------


                                        7
<PAGE>
     "Confidential Information Memorandum" shall mean the Confidential Executive
Summary  of  the  Borrower  dated  November  2001,  as  the same may be amended,
restated and supplemented from time to time and distributed to the Lenders prior
to  the  Effective  Date.

     "Consolidated  EBITDA"  means,  for  any  period,  for the Borrower and its
Subsidiaries,  the  sum  of  (a)  net  income  or  net loss (before discontinued
operations  and income or loss resulting from extraordinary items), plus (b) the
sum  of  (i)  Consolidated  Interest  Expense,  (ii)  income  tax expense, (iii)
depreciation expense, (iv) amortization expense, and (v) other non-cash charges,
all  determined in accordance with GAAP on a consolidated basis for the Borrower
and  its  Subsidiaries  (excluding, in the case of the foregoing clauses (a) and
(b),  any  net  income or net loss and expenses and charges of any SPVs or other
Persons that are not Subsidiaries), plus (c) dividends or distributions received
during  such period by the Borrower and its Subsidiaries from SPVs and any other
Persons  that are not Subsidiaries.  For purposes of the foregoing, Consolidated
EBITDA  for the Borrower and its Subsidiaries shall not include any such amounts
attributable  to  any  Subsidiary or business acquired during such period by the
Borrower or any Subsidiary to the extent such amounts relate to any period prior
to  the  acquisition  thereof.

     "Consolidated  Indebtedness" means all Indebtedness of the Borrower and its
Subsidiaries  that  would  be  reflected on a consolidated balance sheet of such
Persons  prepared  in  accordance  with  GAAP.

     "Consolidated  Indebtedness  to  Total  Capitalization Ratio" means, at any
time,  the  ratio  of  Consolidated  Indebtedness  at  such  time  to  Total
Capitalization  at  such  time.

     "Consolidated  Interest  Expense"  means,  for  any  period, total interest
expense  of  the  Borrower and its Subsidiaries on a consolidated basis for such
period,  in  connection  with Indebtedness, all as determined in accordance with
GAAP,  but  excluding  capitalized  interest  expense  and  interest  expense
attributable  to  expected  federal income tax settlements.  For purposes of the
foregoing,  Consolidated  Interest Expense for the Borrower and its Subsidiaries
shall  not  include  any such interest expense attributable to any Subsidiary or
business  acquired  during  such period by the Borrower or any Subsidiary to the
extent  such  interest  expense  relates  to any period prior to the acquisition
thereof.

     "Consolidated Net Assets" means, as of any date of determination, an amount
equal  to  the  aggregate  book  value  of  the  assets  of  the  Borrower,  its
Subsidiaries  and,  to the extent of the equity interest of the Borrower and its
Subsidiaries  therein,  SPVs  at such time, minus the current liabilities of the
Borrower  and  its  Subsidiaries,  all  as determined on a consolidated basis in
accordance  with  GAAP.

     "Consolidated  Net  Worth"  means,  as  of  any  date  of  determination,
consolidated shareholders equity of the Borrower and its Subsidiaries determined
in  accordance with GAAP (but excluding the effect on shareholders equity of (i)
cumulative  foreign exchange translation adjustments and (ii) any non-cash asset
impairment  charges  taken by the Borrower solely as a result of the application
to  the  Borrower's financial statements of Financial Accounting Standards Board
Statement  No.  142).  For  purposes of this definition, SPVs shall be accounted
for  pursuant  to  the  equity  method  of  accounting.


                                        8
<PAGE>
     "Controlling  Affiliate"  means for the Borrower, (i) any other Person that
directly  or indirectly through one or more intermediaries controls, or is under
common  control  with,  the  Borrower  (other  than  Persons  controlled  by the
Borrower),  and  (ii)  any  other  Person owning beneficially or controlling ten
percent  (10%) or more of the equity interests in the Borrower.  As used in this
definition,  "control"  means  the  power,  directly or indirectly, to direct or
cause  the direction of management or policies of a Person (through ownership of
voting  securities  or  other  equity  interests,  by  contract  or  otherwise).

     "Currency  Rate  Protection  Agreement"  shall  mean  any  foreign currency
exchange  and  future  agreements,  arrangements and options designed to protect
against  fluctuations  in  currency  exchange  rates.

     "Credit  Documents"  means this Agreement, the Notes, the Applications, the
Letters  of  Credit,  and any Subsidiary Guaranties in effect from time to time.

     "Default"  means any event or condition the occurrence of which would, with
the  passage  of  time  or the giving of notice, or both, constitute an Event of
Default.

     "Dollar" and "U.S. Dollar" and the sign "$" mean lawful money of the United
States  of  America.

     "Effective  Date"  means  the date this Agreement shall become effective as
defined  in  Section  10.16.

     "Environmental  Claims"  means  any  and  all administrative, regulatory or
judicial  actions,  suits,  demands,  demand  letters, claims, liens, notices of
non-compliance  or  violation,  investigations  or  proceedings  relating to any
Environmental  Law  ("Claims") or any permit issued under any Environmental Law,
including,  without  limitation,  (i)  any  and  all  Claims  by governmental or
regulatory  authorities for enforcement, cleanup, removal, response, remedial or
other  actions or damages pursuant to any applicable Environmental Law, and (ii)
any  and  all  Claims  by  any  third  party  seeking  damages,  contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous  Materials  or  arising from alleged injury or threat of injury to the
environment.

     "Environmental  Law"  means any federal, state or local statute, law, rule,
regulation,  ordinance,  code,  policy or rule of common law now or hereafter in
effect,  including  any  judicial  or  administrative  order, consent, decree or
judgment,  relating  to  the  environment.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended.

     "Eurocurrency",  when used in reference to any Loan or Borrowing, refers to
whether  such  Loan, or the Loans comprising such Borrowing, shall bear interest
at  a  rate  determined  by  reference to (i) in the case of a Revolving Loan or
Revolving  Borrowing,  or a Term Loan or Term Loan Borrowing, Adjusted LIBOR and
the  Applicable Margin, or (ii) in the case of a Competitive Loan or Competitive
Borrowing,  the  LIBOR  Rate  and  the  Competitive  Margin.


                                        9
<PAGE>
     "Eurocurrency  Loan" means a Eurocurrency Revolving Loan, Eurocurrency Term
Loan,  or  a  Competitive  Margin  Loan,  as  the  case  may  be.

     "Eurocurrency  Revolving  Loan"  means  a  Revolving  Loan bearing interest
before  maturity  at  the  rate  specified  in  Section  2.8(b).

     "Eurocurrency Term Loan" means a Term Loan bearing interest before maturity
at  the  rate  specified  in  Section  2.8(b).

     "Event  of  Default"  means any of the events or circumstances specified in
Section  7.1.

     "Existing  364-Day  Revolving  Credit  Facility"  means  the 364-Day Credit
Agreement dated as of December 27, 2001, among the Borrower, the lenders parties
thereto,  SunTrust  Bank,  as  Administrative Agent, ABN AMRO Bank, N.V. and The
Royal Bank of Scotland plc, as Co-Syndication Agents, Bank of America, N.A., and
Wells  Fargo  Bank  of Texas, National Association, as Documentation Agents, and
The  Bank  of  Nova  Scotia, Credit Lyonnais New York Branch, HSBC Bank USA, and
Westdeutsche  Landesbank  Girozentrale,  New  York  Branch,  as Managing Agents.

     "Five-Year  Credit  Agreement"  means  the  Credit  Agreement  dated  as of
December  29,  2000,  among  the  Borrower,  the  lenders  party  thereto,  the
Administrative  Agent,  the  Syndication  Agent, the Documentation Agent and the
Senior  Managing  Agent,  as  the same may be amended, supplemented and restated
from  time  to  time.

     "Foreign Plan" means any pension, profit sharing, deferred compensation, or
other  employee  benefit  plan, program or arrangement maintained by any foreign
Subsidiary  of the Borrower which, under applicable local law, is required to be
funded  through  a  trust  or  other  funding vehicle, but shall not include any
benefit  provided  by  a  foreign  government  or  its  agencies.

     "GAAP"  means generally accepted accounting principles from time to time in
effect  as  set  forth  in  the  opinions  and  pronouncements of the Accounting
Principles  Board  of the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board or
in  such  other  statements, opinions and pronouncements by such other entity as
may  be  approved  by  a  significant segment of the U.S. accounting profession.

     "Governmental  Authority"  means  the  government  of  the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and  any  agency,  authority,  instrumentality,  regulatory body, court,
central  bank  or  other  entity  exercising  executive,  legislative, judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.


                                       10
<PAGE>
     "Guarantor"  means  any  Subsidiary of the Borrower required to execute and
deliver  a  Subsidiary Guaranty hereunder pursuant to Section 6.11, in each case
unless  and  until  the  relevant  Subsidiary  Guaranty  is released pursuant to
Section  6.11.

     "Guaranty"  by  any  Person  means  all contractual obligations (other than
endorsements  in  the  ordinary course of business of negotiable instruments for
deposit  or  collection  or  similar  transactions  in  the  ordinary  course of
business)  of such Person guaranteeing any Indebtedness of any other Person (the
"primary  obligor")  in  any  manner, whether directly or indirectly, including,
without limitation, all obligations incurred through an agreement, contingent or
otherwise,  by such Person: (i) to purchase such Indebtedness or to purchase any
property  or assets constituting security therefor, primarily for the purpose of
assuring the owner of such Indebtedness of the ability of the primary obligor to
make  payment  of  such Indebtedness; or (ii) to advance or supply funds (x) for
the purchase or payment of such Indebtedness, or (y) to maintain working capital
or  other  balance  sheet  condition,  or otherwise to advance or make available
funds  for  the purchase or payment of such Indebtedness, in each case primarily
for the purpose of assuring the owner of such Indebtedness of the ability of the
primary  obligor  to  make  payment  of  such  Indebtedness;  or  (iii) to lease
property,  or  to  purchase  securities  or  other  property or services, of the
primary  obligor,  primarily  for  the  purpose  of  assuring  the owner of such
Indebtedness  of  the  ability  of  the  primary obligor to make payment of such
Indebtedness;  or (iv) otherwise to assure the owner of such Indebtedness of the
primary  obligor  against  loss  in  respect  thereof.  For  the  purpose of all
computations  made  under this Agreement, the amount of a Guaranty in respect of
any  Indebtedness  shall be deemed to be equal to the amount that would apply if
such  Indebtedness  was  the  direct  obligation  of such Person rather than the
primary  obligor  or, if less, the maximum aggregate potential liability of such
Person  under  the  terms  of  the  Guaranty.

     "Hazardous  Material"  shall  have the meaning assigned to that term in the
Comprehensive  Environmental Response Compensation and Liability Act of 1980, as
amended  by the Superfund Amendments and Reauthorization Acts of 1986, and shall
also  include  petroleum,  including  crude  oil or any fraction thereof, or any
other  substance defined as "hazardous" or "toxic" or words with similar meaning
and  effect under any Environmental Law applicable to the Borrower or any of its
Subsidiaries.

     "Highest  Lawful Rate" means the maximum nonusurious interest rate, if any,
that  any  time  or  from  time  to time may be contracted for, taken, reserved,
charged  or  received  on any Loans, under laws applicable to any of the Lenders
which are presently in effect or, to the extent allowed by applicable law, under
such  laws  which  may  hereafter  be in effect and which allow a higher maximum
nonusurious  interest rate than applicable laws now allow.  Determination of the
rate  of  interest for the purpose of determining whether any Loans are usurious
under  all  applicable  laws shall be made by amortizing, prorating, allocating,
and  spreading,  in equal parts during the period of the full stated term of the
Loans,  all  interest  at  any  time contracted for, taken, reserved, charged or
received  from  the  Borrower  in  connection  with  the  Loans.

     "Indebtedness"  means,  for  any  Person, the following obligations of such
Person, without duplication:  (i) obligations of such Person for borrowed money;
(ii)  obligations  of  such  Person  representing the deferred purchase price of
property or services other than accounts payable and


                                       11
<PAGE>
accrued  liabilities  arising  in the ordinary course of business and other than
amounts  which  are  being  contested  in  good  faith and for which reserves in
conformity  with  GAAP  have  been  provided;  (iii)  obligations of such Person
evidenced  by  bonds,  notes,  bankers  acceptances, debentures or other similar
instruments  of  such  Person,  or  obligations  of such Person arising, whether
absolute  or  contingent,  out  of  letters  of  credit issued for such Person's
account  or  pursuant  to  such Person's application securing Indebtedness; (iv)
obligations  of  other  Persons, whether or not assumed, secured by Liens (other
than Permitted Liens) upon property or payable out of the proceeds or production
from property now or hereafter owned or acquired by such Person, but only to the
extent  of  such property's fair market value; (v) Capitalized Lease Obligations
of  such  Person; (vi) obligations under Interest Rate Protection Agreements and
Currency  Rate  Protection  Agreements,  and  (vii)  obligations  of such Person
pursuant  to  a  Guaranty of any of the foregoing obligations of another Person;
provided,  however,  Indebtedness  shall  exclude  Non-recourse  Debt  and  any
Indebtedness  attributable to the mark-to-market treatment of obligations of the
type  described  in clause (vi) in the definition of Indebtedness and any actual
fair  value  adjustment arising from any Interest Rate Protection Agreements and
Currency  Rate  Protection  Agreements  that  have  been  cancelled or otherwise
terminated  before  their  scheduled  expiration,  in  each  case  in respect of
Interest  Rate  Protection  Agreements  and  Currency Rate Protection Agreements
entered  into  in  the  ordinary  course  of  business and not for investment or
speculative  purposes.  For  purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture to the
extent  such  Indebtedness  is  recourse  to  such  Person.

     "Initial  Availability  Date"  means  the  date  on  which  the  conditions
specified  in  Section  4.1  are satisfied (or waived in accordance with Section
10.11).

     "Interest  Coverage  Ratio" means, as of the end of any fiscal quarter, the
ratio  of (i) Consolidated EBITDA for the four fiscal quarter period then ended,
minus  all cash dividends paid to shareholders of the Borrower, or to holders of
preferred  shares or other preferred equity interests issued by any Subsidiaries
of the Borrower where such holders are Persons other than the Borrower or any of
its  Subsidiaries,  during  such four fiscal quarter period, and all cash income
taxes paid during such four fiscal quarter period, to (ii) Consolidated Interest
Expense  for  the  four  fiscal  quarter  period  then  ended.

     "Interest  Payment  Date" means (a) with respect to any Base Rate Loan, the
last  day  of  each March, June, September and December, (b) with respect to any
Eurocurrency  Loan,  the  last  day  of  the  Interest  Period applicable to the
Borrowing  of  which  such  Loan  is  a  part and, in the case of a Eurocurrency
Borrowing  with an Interest Period of more than three months' duration, each day
prior  to the last day of such Interest Period that occurs at intervals of three
months'  duration  after  the  first  day  of such Interest Period, and (c) with
respect  to any Competitive Fixed Rate Loan, the last day of the Interest Period
applicable  to  the Borrowing of which such Loan is a part and, in the case of a
Competitive  Fixed  Rate Borrowing with an Interest Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each  day prior to the last day of such Interest Period that occurs at intervals
of  90 days' duration after the first day of such Interest Period, and any other
dates  that  are specified in the applicable Competitive Bid Request as Interest
Payment  Dates  with  respect  to  such  Borrowing.


                                       12
<PAGE>
     "Interest Period" means (a) with respect to any Eurocurrency Borrowing, the
period  commencing  on  the date of such Borrowing and ending (x) in the case of
weekly  Borrowings,  on  the  same  day  of  the  next  following week or second
following  week  thereafter,  and  (y) in the case of monthly Borrowings, on the
numerically  corresponding  day in the calendar month that is one, two, three or
six  months thereafter (or with the consent of each Lender making a Loan as part
of  such  Borrowing,  any other period), in each case as the Borrower may elect,
and  (b) with respect to any Competitive Fixed Rate Borrowing, the period (which
shall  not  be less than 7 days or more than 360 days) commencing on the date of
such  Borrowing  and  ending on the date specified in the applicable Competitive
Bid  Request.  For  purposes  hereof, the date of a Borrowing initially shall be
the  date  on  which  such  Borrowing  is  made  and, in the case of a Revolving
Borrowing,  thereafter shall be the effective date of the most recent conversion
or  continuation  of  such  Borrowing.

     "Interest  Rate  Protection  Agreement"  shall mean any interest rate swap,
interest  rate  cap,  interest  rate  collar,  or  other  interest  rate hedging
agreement  or  arrangement  designed to protect against fluctuations in interest
rates.

     "Issuing  Bank"  is  defined  in  the  preamble.

     "L/C  Documents"  means  the  Letters  of Credit, any Issuance Requests and
Applications  with  respect  thereto,  any  draft or other document presented in
connection  with  a  drawing  thereunder,  and  this  Agreement.

     "L/C Obligations" means the undrawn face amounts of all outstanding Letters
of  Credit  and  all  unpaid  Reimbursement  Obligations.

     "Lead  Arranger"  means  SunTrust  Robinson  Humphrey  Capital  Markets,  a
division  of  SunTrust  Capital  Markets,  Inc.,  acting in its capacity as lead
arranger  and book runner for the credit facilities described in this Agreement.

     "Lender"  is  defined  in  the  preamble.

     "Lending  Office"  means  the  branch,  office  or  affiliate  of  a Lender
specified  on  the  appropriate signature page hereof, or designated pursuant to
Sections  8.4  or  10.10,  as  the  office  through which it will make its Loans
hereunder  for  each  type  of  Loan  available  hereunder.

     "Letter  of  Credit" means any of the letters of credit to be issued by the
Issuing  Bank  for  the  account  of  the  Borrower pursuant to Section 2.14(a).

     "LIBOR  Rate"  means, relative to any Interest Period for each Eurocurrency
Borrowing,  the  rate  per  annum quoted at or about 11:00 a.m. (London, England
time)  two Business Days before the commencement of such Interest Period on that
page  of  the  Reuters,  Telerate or Bloombergs reporting service (as then being
used  by  the  Administrative  Agent  to  obtain such interest rate quotes) that
displays  British Bankers' Association interest settlement rates for deposits in
Dollars, or if such page or such service shall cease to be available, such other
page or other service (as the case may be) for the purpose of displaying British
Bankers'  Association


                                       13
<PAGE>
interest  settlement  rates as reasonably determined by the Administrative Agent
upon  advising  the Borrower as to the use of any such other service. If for any
reason  any  such  settlement  interest  rate  for  such  Interest Period is not
available  to  the Administrative Agent through any such interest rate reporting
service,  then the "LIBOR Rate" with respect to such Eurocurrency Borrowing will
be  the rate at which the Administrative Agent is offered deposits in Dollars of
$5,000,000  for  a  period  approximately  equal  to such Interest Period in the
London  interbank market at 10:00 a.m. two Business Days before the commencement
of  such  Interest  Period.

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

     "Loan"  means  (i)  a  Base  Rate Loan, (ii) a Eurocurrency Revolving Loan,
(iii)  a  Competitive  Margin Loan, (iv) a Competitive Fixed Rate Loan, or (v) a
Eurocurrency Term Loan, as the case may be, and "Loans" means two or more of any
such  Loans.

     "Managing  Agents"  means,  collectively,  The  Bank of Nova Scotia, Credit
Lyonnais  New  York  Branch,  HSBC  Bank  USA,  and  Westdeutsche  Landesbank
Girozentrale,  New  York  Branch, in their capacities as managing agents for the
Lenders,  and  any  successor Managing Agents appointed pursuant to Section 9.7;
provided,  however,  that  no  such  Managing  Agent  shall  have  any  duties,
responsibilities,  or  obligations  hereunder  in  such  capacity.

     "Material  Adverse  Effect"  means  a  material  adverse  effect on (i) the
business,  assets,  operations or condition of the Borrower and its Subsidiaries
taken  as  a whole, or (ii) the Borrower's ability to perform any of its payment
obligations  under  the  Agreement or the Notes, or in respect of the Letters of
Credit.

     "Maturity  Date"  means  the earlier of (i) the Commitment Termination Date
or,  if  the Borrower has exercised the Term Loan Option, December 24, 2004, and
(ii) the date on which the Loans have become due and payable pursuant to Section
7.2  or  7.3.

     "Moody's"  means Moody's Investors Service, Inc., or any successor thereto.

     "Non-recourse  Debt"  means  with  respect to any Person (i) obligations of
such  Person  against which the obligee has no recourse to such Person except as
to  certain  named  or  described  present or future assets or interests of such
Person,  and  (ii) the obligations of SPVs to the extent the obligee thereof has
no  recourse  to  the  Borrower or any of its Subsidiaries, except as to certain
specified  present  or  future  assets  or  interests  of  SPVs.

     "Note" means any of the promissory notes of the Borrower defined in Section
2.10.

     "Obligations"  means all obligations of the Borrower to pay fees, costs and
expenses  hereunder,  to  pay  principal  or interest on Loans and Reimbursement
Obligations  and to pay any


                                       14
<PAGE>
other  obligations  to  the  Administrative  Agent or any Lender or Issuing Bank
arising  under  any  Credit  Document.

     "PBGC"  means  the  Pension  Benefit  Guaranty Corporation or any successor
thereto.

     "Percentage"  means,  for  each  Lender,  the percentage of the Commitments
represented  by such Lender's Commitment; provided, that, if the Commitments are
terminated,  each Lender's Percentage shall be calculated based on such Lender's
pro rata share of the total Loans and L/C Obligations then outstanding or, if no
Loans  or  L/C  Obligations  are  then  outstanding,  its  Commitment  in effect
immediately  before  such termination, subject to any assignments by such Lender
of  Obligations  pursuant  to  Section  10.10.

     "Performance Guaranties" means all Guaranties of the Borrower or any of its
Subsidiaries  delivered  in  connection with the construction financing of drill
ships,  offshore  mobile drilling units or offshore drilling rigs for which firm
drilling  contracts  have been obtained by the Borrower, any of its Subsidiaries
or  a  SPV.

     "Performance Letters of Credit" means all letters of credit for the account
of the Borrower, any Subsidiary or a SPV issued as support for Non-recourse Debt
or  a  Performance  Guaranty.

     "Permitted  Business" has the meaning ascribed to such term in Section 6.8.

     "Permitted  Liens"  means the Liens permitted as described in Section 6.10.

     "Person"  means  an individual, partnership, corporation, limited liability
company,  association, trust, unincorporated organization or any other entity or
organization,  including  a  government  or  any agency or political subdivision
thereof.

     "Plan"  means an employee pension benefit plan covered by Title IV of ERISA
or  subject  to the minimum funding standards under Section 412 of the Code that
is  either  (i)  maintained  by the Borrower or any of its Subsidiaries, or (ii)
maintained  pursuant  to  a  collective  bargaining  agreement  or  any  other
arrangement  under which more than one employer makes contributions and to which
the Borrower or any of its Subsidiaries is then making or accruing an obligation
to  make  contributions  or has within the preceding five (5) plan years made or
had  an  obligation  to  make  contributions.

     "Reimbursement  Obligations"  has  the  meaning  ascribed  to  such term in
Section  2.14(c).

     "Related  Credit  Extensions"  has  the  meaning  ascribed  to such term in
Section  2.16(c).

     "Required  Lenders"  means,  (i)  prior  to the conversion of any Revolving
Loans  to  Term  Loans  pursuant to Section 2.3, Lenders having Revolving Credit
Exposures  and  unused  Commitments representing more than 50% of the sum of the
total  Revolving  Credit Exposures and unused Commitments at such time; provided
that,  for  purposes  of  declaring  the Loans to be due and payable pursuant to
Article  7, and for all purposes after the Loans become due and


                                       15
<PAGE>
payable  pursuant  to  Article  7  or  the  Commitments expire or terminate, the
outstanding  Competitive  Loans  of  the  Lenders  shall  be  included  in their
respective  Revolving  Credit Exposures in determining the Required Lenders, and
(ii)  on  and after the conversion of any Revolving Loans to Term Loans pursuant
to Section 2.3, Lenders having outstanding Term Loans representing more than 50%
of  the  sum  of  the  total  Term  Loans  outstanding  at  such  time.

     "Revolving Credit" means the credit facility for making Revolving Loans and
issuing  Letters  of  Credit  described  in  Sections  2.1  and  2.14.

     "Revolving Credit Commitment Amount" means an amount equal to $250,000,000,
as  such  amount  may be reduced from time to time pursuant to the terms of this
Agreement.

     "Revolving  Credit Exposure" means, with respect to any Lender at any time,
the  sum  at  such  time,  without  duplication, of (i) such Lender's applicable
Percentage of the principal amounts of the outstanding Revolving Loans, and (ii)
such  Lender's  applicable  Percentage  of  the  aggregate  outstanding  L/C
Obligations.

     "Revolving  Loan" means each of the revolving loans defined in Section 2.1.

     "Revolving  Obligations"  means  the  sum  of  the  principal amount of all
Revolving  Loans  and  L/C  Obligations  outstanding.

     "Revolving/Term  Notes"  means  certain promissory notes of the Borrower as
defined  in  Section  2.10.

     "Sale-Leaseback  Transaction" means any arrangement whereby the Borrower or
a  Subsidiary  shall  sell  or  transfer any property, real or personal, used or
useful  in its business, whether now owned or hereafter acquired, and thereafter
rent or lease property that it intends to use for substantially the same purpose
or  purposes  as  the  property  sold  or  transferred.

     "S&P" means Standard & Poor's Ratings Group or any successor thereto.

     "SIW  Newco"  means  the  Subsidiary  of  the  Borrower  organized to hold,
together  with  any Subsidiaries of such Subsidiary, all or substantially all of
the  assets of the shallow and inland water business segment of the Borrower and
its  Subsidiaries (including the jackup rig and drilling barge operations in the
U.S.  Gulf  of Mexico and the drilling operations in Trinidad and Venezuela), at
such  time  as there have been issued and are outstanding publicly traded shares
of  any  such  Subsidiary.

     "SPV"  means  any  Person  that  is  designated  by  the Borrower as a SPV,
provided  that  the  Borrower  shall  not designate as a SPV any Subsidiary that
owns,  directly  or indirectly, any other Subsidiary (other than a Subsidiary of
SIW  Newco)  that has total assets (including assets of any Subsidiaries of such
other  Subsidiary,  but  excluding  any  assets  that  would  be  eliminated  in
consolidation  with the Borrower and its Subsidiaries) which equates to at least
five  percent  (5%)  of  the  Borrower's  Total  Assets,  or that had net income
(including  net  income of any Subsidiaries of such other Subsidiary, all before
discontinued  operations  and income or loss resulting from


                                       16
<PAGE>
extraordinary  items,  all  determined  in  accordance  with GAAP, but excluding
revenues  and  expenses  that  would  be  eliminated  in  consolidation with the
Borrower and its Subsidiaries) during the most recently completed fiscal year of
the  Borrower  in  excess  of  the  greater  of (i) $1,000,000, and (ii) fifteen
percent  (15%)  of  the net income (before discontinued operations and income or
loss  resulting from extraordinary items) for the Borrower and its Subsidiaries,
all  as  determined  on a consolidated basis in accordance with GAAP during such
fiscal year of the Borrower. The Borrower may elect to treat any Subsidiary as a
SPV  (provided such Subsidiary would otherwise qualify as such), and may rescind
any  such prior election, by giving written notice thereof to the Administrative
Agent specifying the name of such Subsidiary or SPV, as the case may be, and the
effective  date  of  such election, which shall be a date within sixty (60) days
after  the  date such notice is given. The election to treat a particular Person
as  a  SPV  may  only  be  made  once.

     "Significant  Subsidiary"  has  the meaning ascribed to it under Regulation
S-X  promulgated  under  the  Securities  Exchange  Act  of  1934,  as  amended.

     "Statutory  Reserve  Rate"  means, with respect to any currency, a fraction
(expressed  as  a  decimal),  the  numerator  of  which  is the number 1 and the
denominator of which is the number 1 minus the aggregate of the maximum reserve,
liquid  asset or similar percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by any Governmental
Authority  of  the  United States or of the jurisdiction of such currency or any
jurisdiction  in  which  Loans  in such currency are made to which banks in such
jurisdiction are subject for any category of deposits or liabilities customarily
used  to  fund  loans  in  such currency or by reference to which interest rates
applicable to loans in such currency are determined.  Such reserve, liquid asset
or  similar  percentages shall include those imposed pursuant to Regulation D of
the  Board of Governors of the Federal Reserve System.  Eurocurrency Loans shall
be  deemed  to  be  subject  to  such reserve requirements without benefit of or
credit  for  proration, exemptions or offsets that may be available from time to
time  to  any  Lender  under  Regulation  D or any other applicable law, rule or
regulation.  The  Statutory  Reserve Rate shall be adjusted automatically on and
as  of  the  effective  date  of  any  change  in  any  reserve  percentage.

     "Subsidiary" means, for any Person, any other Person (other than, except in
the  context of Section 6.6(a), a SPV) of which more than fifty percent (50%) of
the  outstanding  stock  or  comparable  equity interests having ordinary voting
power  for  the  election  of  the  board  of directors of such corporation, any
managers  of  such  limited  liability  company  or  similar  governing  body
(irrespective  of  whether or not at the time stock or other equity interests of
any  other  class  or  classes of such corporation or other entity shall have or
might  have  voting  power by reason of the happening of any contingency), is at
the time directly or indirectly owned by such former Person or by one or more of
its  Subsidiaries.

     "Subsidiary  Debt  Basket  Amount" has the meaning ascribed to such term in
Section  6.11(i).

     "Subsidiary  Guaranty"  means  any  Guaranty  of  any  Subsidiary delivered
pursuant  to  Section  6.11(j).


                                       17
<PAGE>
     "Taxes" has the meaning set forth in Section 5.12.

     "Term Loan" means each of the term loans defined in Section 2.3.

     "Term  Loan  Option"  means  the  Borrower's  option to convert outstanding
Revolving  Loans to Term Loans on December 24, 2003, as provided in Section 2.3.

     "Total  Assets"  means, as of any date of determination, the aggregate book
value  of  the  assets  of  the  Borrower  and  its Subsidiaries determined on a
consolidated  basis  in  accordance  with  GAAP  as  of  such  date.

     "Total  Capitalization"  means, as of any date of determination, the sum of
Consolidated  Indebtedness  plus  Consolidated  Net  Worth  as  of  such  date.

     "Type",  when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined  by  reference  to  Adjusted LIBOR or the Base Rate (in the case of a
Revolving  Loan  or  Revolving  Loan  Borrowing,  or  a  Term  Loan or Term Loan
Borrowing),  or  the  LIBOR  Rate  or a Competitive Fixed Rate (in the case of a
Competitive  Loan  or  Borrowing).

     "Unfunded  Vested  Liabilities" means, for any Plan at any time, the amount
(if  any)  by  which  the  present  value  of  all vested nonforfeitable accrued
benefits  under  such  Plan  exceeds  the  fair  market value of all Plan assets
allocable to such benefits, determined as of the then most recent valuation date
for  such  Plan,  but only to the extent that such excess represents a potential
liability  of  the Borrower or any of its Subsidiaries to the PBGC or such Plan.

     Section  1.2.  Time  of  Day.  Unless  otherwise  expressly  provided,  all
                    -------------
references to time of day in this Agreement and the other Credit Documents shall
be  references  to  New  York,  New  York  time.

     Section 1.3. Accounting Terms; GAAP. Except as otherwise expressly provided
                  ----------------------
herein,  and  subject  to  the  provisions  of  Section  10.19,  all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect  from  time  to  time.

ARTICLE 2.  THE CREDIT FACILITIES.

     Section  2.1.  Commitments  for  Revolving  Loans. Subject to the terms and
                    ----------------------------------
conditions  hereof,  each Lender severally and not jointly agrees to make one or
more  loans  (each a"Revolving Loan") to the Borrower from time to time prior to
the  Commitment Termination Date on a revolving basis in an aggregate amount not
to  exceed at any time outstanding an amount equal to its Commitment, subject to
any reductions thereof pursuant to the terms of this Agreement;provided,however,
that  no  Lender  shall  be permitted or required to make any Revolving Loan if,
after giving effect thereto, (i) the aggregate principal amount of the Revolving
Loans,  the  Competitive  Loans  and  the  L/C  Obligations of all Lenders would
thereby  exceed  the  Revolving Credit Commitment Amount then in effect; or (ii)
the Revolving Credit Exposure of such Lender would thereby exceed its Commitment
then in effect. Each Borrowing of


                                       18
<PAGE>
Revolving  Loans  shall  be made ratably from the Lenders in proportion to their
respective  Percentages. Revolving Loans may be repaid, in whole or in part, and
all  or  any  portion  of  the  principal  amount thereof reborrowed, before the
Commitment Termination Date, subject to the terms and conditions hereof. Funding
of  all  Revolving  Loans  shall  be  in  Dollars.

     Section  2.2.  Types  of  Revolving  Loans  and  Minimum Borrowing Amounts.
                    -----------------------------------------------------------
Borrowings  of  Revolving  Loans may be outstanding as either Base Rate Loans or
Adjusted  LIBOR Loans, as selected by the Borrower pursuant to Section 2.4. Each
such  Borrowing  of  Base  Rate  Loans  shall  be  in an amount of not less than
$1,000,000 and each such Borrowing of Adjusted LIBOR Loans shall be in an amount
of  not  less  than  $5,000,000  and  in  an  integral  multiple  of  $100,000.

     Section  2.3. Term Loan Option. Unless an Event of Default has occurred and
                   ----------------
is  continuing,  the  Borrower may elect that the Revolving Loans of each Lender
outstanding  on  December  24, 2003, up to an aggregate principal amount for all
Lenders  of  $125,000,000,  be  converted  into term loans (each a "Term Loan"),
maturing  in  one  installment  on  December  24, 2004. In order to exercise the
foregoing  option,  the  Borrower  shall  give irrevocable written notice of its
intent  to  exercise such option effective as of December 24, 2003, which notice
(i)  must  be  received by the Administrative Agent not earlier than 45 days and
not  later  than  5 Business Days prior to December 24, 2003, (ii) shall specify
the principal amount of Revolving Loans to be so converted to Term Loans on such
date,  and  (iii) shall constitute a representation and warranty by the Borrower
that  all  conditions  set forth in Section 4.2 will be satisfied as of December
24,  2003.  If the aggregate outstanding principal amount of the Revolving Loans
on  December  24,  2003 exceed the amount specified for conversion to Term Loans
pursuant  to  such written notice from the Borrower, the Borrower shall repay on
such  date  the Revolving Loans in the amount of such excess on a pro rata basis
according  to  the  Revolving  Loans then held by the Lenders. Term Loans may be
outstanding  as  either  Base Rate Loans or Adjusted LIBOR Loans, as selected by
the Borrower pursuant to Section 2.4(b). Borrowings of Term Loans outstanding as
Base  Rate  Loans  shall  be  in  an  amount  of  not  less than $1,000,000, and
Borrowings  of  Term  Loans  outstanding  as Adjusted LIBOR Loans shall be in an
amount of not less than $5,000,000 and in an integral multiple of $100,000. Term
Loans may be prepaid in accordance with Section 2.11, but no amounts prepaid may
be  re-borrowed.

     Section  2.4.  Manner  of  Borrowings;  Continuations  and  Conversions  of
                    ------------------------------------------------------------
Borrowings.
----------

     (a)     Notice  of  Revolving  Loan  Borrowings.  The  Borrower  shall give
             ---------------------------------------
notice  to  the  Administrative  Agent  by no later than 12:00 p.m. (i) at least
three  (3)  Business  Days  before  the  date on which the Borrower requests the
Lenders  to advance a Borrowing of Eurocurrency Revolving Loans, and (ii) on the
date  the  Borrower  requests  the  Lenders  to advance a Borrowing of Base Rate
Revolving  Loans,  in  each  case  pursuant to a duly executed Borrowing Request
substantially  in  the  form  of  Exhibit 2.4 (each a "Borrowing Request").  The
                                  -----------
Loans  included in each Revolving Borrowing shall bear interest initially at the
type  of rate specified in the Borrowing Request with respect to such Borrowing.

     (b)     Notice  of  Continuation  or  Conversion of Outstanding Borrowings.
             ------------------------------------------------------------------
The  Borrower  may  from  time  to  time elect to change or continue the type of
interest  rate borne by each


                                       19
<PAGE>
Revolving Loan Borrowing or Term Loan Borrowing, as the case may be, or, subject
to  the minimum amount requirements in Sections 2.2 and 2.3 for each outstanding
Revolving  Loan  Borrowing or Term Loan Borrowing, as the case may be, a portion
thereof,  as  follows:  (i)  if  such  Borrowing  is  of Eurocurrency Loans, the
Borrower may continue part or all of such Borrowing as Eurocurrency Loans for an
Interest  Period  specified  by  the  Borrower  or  convert  part or all of such
Borrowing into Base Rate Loans on the last day of the Interest Period applicable
thereto,  or the Borrower may earlier convert part or all of such Borrowing into
Base Rate Loans so long as it pays the breakage fees and funding losses provided
in  Section 2.13; and (ii) if such Borrowing is of Base Rate Loans, the Borrower
may  convert  all  or  part  of  such  Borrowing  into Eurocurrency Loans for an
Interest  Period  specified  by  the  Borrower on any Business Day, in each case
pursuant  to  notices  of  continuation  or  conversion  as set forth below. The
Borrower  may  select  multiple  Interest  Periods  for  the  Eurocurrency Loans
constituting  any  such particular Borrowing, provided that at no time shall the
number  of  different Interest Periods for outstanding Eurocurrency Loans exceed
twenty  (20) (it being understood for such purposes that (x) Interest Periods of
the  same  duration,  but  commencing  on  different  dates, shall be counted as
different  Interest Periods, and (y) all Interest Periods commencing on the same
date and of the same duration shall be counted as one Interest Period regardless
of  the  number  of Borrowings or Loans involved. Notices of the continuation of
such  Eurocurrency  Loans for an additional Interest Period or of the conversion
of  part  or all of such Eurocurrency Loans into Base Rate Loans or of such Base
Rate  Loans into Eurocurrency Loans must be given by no later than 12:00 p.m. at
least  three  (3) Business Days before the date of the requested continuation or
conversion.

     (c)     Manner  of Notice.  The Borrower shall give such notices concerning
             -----------------
the advance, continuation, or conversion of a Borrowing pursuant to this Section
2.4 by telephone or facsimile (which notice shall be irrevocable once given and,
if by telephone, shall be promptly confirmed in writing) pursuant to a Borrowing
Request  which  shall specify the date of the requested advance, continuation or
conversion  (which  shall  be  a  Business  Day),  the  amount  of the requested
Borrowing,  whether  such  Borrowing is to be advanced, continued, or converted,
the type of Loans to comprise such new, continued or converted Borrowing and, if
such  Borrowing  is  to  be comprised of Eurocurrency Loans, the Interest Period
applicable  thereto.  The Borrower agrees that the Administrative Agent may rely
on  any such telephonic or facsimile notice given by any Person it in good faith
believes  is  an authorized representative of the Borrower without the necessity
of independent investigation and that, if any such notice by telephone conflicts
with  any  written  confirmation,  such  telephonic  notice  shall govern if the
Administrative  Agent  has  acted  in  reliance  thereon.

     (d)     Notice  to the Lenders.  The Administrative Agent shall give prompt
             ----------------------
telephonic,  telex  or  facsimile  notice  to each Lender of any notice received
pursuant to this Section 2.4 relating to a Revolving Loan Borrowing or Term Loan
Borrowing.  The  Administrative Agent shall give notice to the Borrower and each
Lender  by  like  means  of  the  interest  rate applicable to each Borrowing of
Eurocurrency  Loans  (but,  if  such  notice  is  given  by  telephone,  the
Administrative  Agent  shall  confirm  such  rate in writing) promptly after the
Administrative  Agent  has  made  such  determination.


                                       20
<PAGE>
     (e)     Borrower's Failure to Notify.  If the Borrower fails to give notice
             ----------------------------
pursuant  to  this  Section  2.4  of  (i)  the continuation or conversion of any
outstanding  principal  amount  of  a Borrowing of Eurocurrency Loans, or (ii) a
Borrowing  of  Revolving Loans to pay outstanding Reimbursement Obligations, and
has  not  notified  the  Administrative  Agent  by 12:00 p.m. at least three (3)
Business  Days  before  the last day of the Interest Period for any Borrowing of
Eurocurrency  Loans, or by the day such Reimbursement Obligation becomes due, as
the  case  may  be,  that  it  intends  to repay such Borrowing or Reimbursement
Obligation,  the  Borrower shall be deemed to have requested, as applicable, (x)
the  continuation  of  such  Borrowing  as  a Eurocurrency Loan with an Interest
Period of one (1) month or (y) the advance of a new Borrowing of Base Rate Loans
on  such  day  in  the  amount  of  the Reimbursement Obligation then due, which
Borrowing  pursuant  to  this  clause (y) shall be deemed to have been funded on
such  date  by  the Lenders in accordance with this Section 2.4 and to have been
applied  on  such day to pay the Reimbursement Obligation then due, in each case
so  long  as  no Event of Default shall have occurred and be continuing or would
occur as a result of such Borrowing but otherwise disregarding the conditions to
Borrowings  set  forth  in  Section  4.2.  Upon  the  occurrence  and during the
continuance  of  any  Event  of  Default,  (i)  each  Eurocurrency  Loan  will
automatically,  on  the  last day of the then existing Interest Period therefor,
convert  into  a Base Rate Loan, and (ii) the obligation of the Lenders to make,
continue  or  convert  Loans  into  Eurocurrency  Loans  shall  be  suspended.

     (f)     Conversion.  If  the Borrower shall elect to convert any particular
             ----------
Borrowing  pursuant to this Section 2.4  from one Type of Loan to the other only
in  part,  then,  from  and  after  the  date  on which such conversion shall be
effective,  such  particular Borrowing shall, for all purposes of this Agreement
(including,  without  limitation, for purposes of subsequent application of this
sentence)  be  deemed  to  instead  constitute  two  Borrowings (each originally
advanced  on  the  same  date  as  such  particular Borrowing), one comprised of
(subject  to  subsequent  conversion  in  accordance  with  this  Agreement)
Eurocurrency Loans in an aggregate principal amount equal to the portion of such
Borrowing  so  elected by the Borrower to be comprised of Eurocurrency Loans and
the  second  comprised  of  (subject to subsequent conversion in accordance with
this  Agreement)  Base  Rate Loans in an aggregate principal amount equal to the
portion  of such particular Borrowing so elected by the Borrower to be comprised
of  Base  Rate  Loans.  If  the  Borrower  shall elect to have multiple Interest
Periods  apply to any such particular Borrowing comprised of Eurocurrency Loans,
then,  from  and  after  the  date such multiple Interest Periods commence, such
particular  Borrowing  shall,  for  all  purposes  of this Agreement (including,
without limitation, for purposes of subsequent application of this sentence), be
deemed to constitute a number of separate Borrowings (each originally commencing
on  the  same  date  as  such  particular Borrowing) equal to the number of, and
corresponding  to,  the different Interest Periods so selected, each such deemed
separate  Borrowing  corresponding  to  a  particular  selected  Interest Period
comprised  of  (subject  to  subsequent  conversion  in  accordance  with  this
Agreement)  Eurocurrency  Loans  in  an  aggregate principal amount equal to the
portion  of  such  particular  Borrowing so elected by the Borrower to have such
Interest  Period.  This  Section  2.4(f)  shall  be applied appropriately in the
event  that the Borrower shall make the elections described in the two preceding
sentences  at  the  same  time  with  respect  to the same particular Borrowing.

     Section  2.5.  Competitive  Bid  Procedure.
                    ---------------------------


                                       21
<PAGE>
     (a)     Competitive  Bid Requests.  Subject to the terms and conditions set
             -------------------------
forth  herein,  from  time  to  time before the Commitment Termination Date, the
Borrower may request Competitive Bids and may (but shall not have any obligation
to)  accept  Competitive  Bids  and  borrow  Competitive  Loans.  To  request
Competitive  Bids,  the  Borrower  shall notify the Administrative Agent of such
request by telephone in the case of a Borrowing of Competitive Margin Loans, not
later  than  11:00  a.m., four (4) Business Days before the date of the proposed
Borrowing  and,  in the case of a Borrowing of Competitive Fixed Rate Loans, not
later  than  10:00  a.m.,  one  (1) Business Day before the date of the proposed
Borrowing; provided that a Competitive Bid Request shall not be made within five
(5) Business Days after the date of any previous Competitive Bid Request, unless
any  and  all  such previous Competitive Bids received in response thereto shall
have been withdrawn, rejected or accepted.  Each such telephonic Competitive Bid
Request  shall  be  confirmed  promptly  by  hand  delivery  or  telecopy to the
Administrative Agent of a written Competitive Bid Request in the form of Exhibit
                                                                         -------
2.5A or such other form as shall be approved by the Administrative Agent and the
----
Borrower  and  signed  by  the  Borrower.  Each  such  telephonic  and  written
Competitive  Bid  Request  shall specify the following information in compliance
with  Section  2.4(a):

          (i)     the  aggregate  amount of the requested Competitive Borrowing;

          (ii)    the  date  of  such Borrowing, which shall be a Business Day;

          (iii)   whether  such  Borrowing is to consist of Competitive Margin
     Loans  or  Competitive  Fixed  Rate  Loans;

          (iv)    the Interest Period to be applicable to such Borrowing, which
     shall  be  a  period  contemplated  by the definition of the term "Interest
     Period";  and

          (v)     the  location  and  number  of the Borrower's account to which
     funds  are  to  be  disbursed.

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the  Administrative  Agent  shall  notify  the  Lenders of the details
thereof  by  telecopy,  inviting  the  Lenders  to  submit  Competitive  Bids.

     (b)     Competitive  Bids.  Each  Lender  may  (but  shall  not  have  any
             -----------------
obligation  to) make one or more Competitive Bids to the Borrower in response to
a Competitive Bid Request.  Each Competitive Bid by a Lender must be in the form
of  Exhibit  2.5B  or such other form as shall be approved by the Administrative
    -------------
Agent  and  the  Borrower  and  must  be received by the Administrative Agent by
telecopy, in the case of a Borrowing of Competitive Margin Loans, not later than
9:30  a.m.,  three (3) Business Days before the proposed date of such Borrowing,
and  in  the case of a Borrowing of Competitive Fixed Rate Loans, not later than
9:30 a.m., on the proposed date of such Borrowing.  Competitive Bids that do not
conform  substantially  to  the form approved by the Administrative Agent may be
rejected  by the Administrative Agent, and the Administrative Agent shall notify
the  applicable  Lender  as promptly as practicable.  Each Competitive Bid shall
specify  (i)  the  principal  amount  (which  shall  be equal to or greater than


                                       22
<PAGE>
$10,000,000  and  in  an  integral  multiple of $100,000 and which may equal the
entire  principal amount of the Competitive Borrowing requested by the Borrower)
of  the  Competitive  Loan or Loans that the Lender is willing to make, (ii) the
Competitive  Bid Rate or Rates at which the Lender is prepared to make such Loan
or  Loans  (expressed as a percentage rate per annum in the form of a decimal to
no  more  than  four decimal places) and (iii) the Interest Period applicable to
each  such  Loan  and  the  last  day  thereof.

     (c)     Notice to Borrower.  The Administrative Agent shall promptly notify
             ------------------
the  Borrower by telecopy of the Competitive Bid Rate or Rates and the principal
amount  specified  in  each  Competitive Bid and the identity of the Lender that
shall  have  made  such  Competitive  Bid.

     (d)     Acceptance  of Competitive Bids.  Subject only to the provisions of
             -------------------------------
this  paragraph,  the  Borrower  may  accept or reject any Competitive Bid.  The
Borrower  shall  notify  the  Administrative  Agent  by  telephone, confirmed by
telecopy  in the form of Exhibit 2.5D or such other form as shall be approved by
                         ------------
the  Administrative  Agent  and  the Borrower, whether and to what extent it has
decided  to accept or reject each Competitive Bid, in the case of a Borrowing of
Competitive  Margin  Loans,  not  later than 10:30 a.m., three (3) Business Days
before  the  date  of  the proposed Borrowing, and in the case of a Borrowing of
Competitive  Fixed  Rate  Loans,  not  later  than 10:30 a.m. on the date of the
proposed  Borrowing;  provided that (i) the failure of the Borrower to give such
notice  shall  be  deemed  to  be  a rejection of each Competitive Bid, (ii) the
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid
Rate  if  the  Borrower  rejects  a  Competitive  Bid  made pursuant to the same
Competitive  Bid  Request  at  a lower Competitive Bid Rate, (iii) the aggregate
amount  of  the  Competitive  Bids accepted by the Borrower shall not exceed the
aggregate amount of the requested Competitive Borrowing specified in the related
Competitive  Bid  Request,  (iv)  to  the extent necessary to comply with clause
(iii)  above,  the  Borrower may accept Competitive Bids at the same Competitive
Bid  Rate in part, which acceptance, in the case of multiple Competitive Bids at
such  Competitive Bid Rate, shall be made pro rata in accordance with the amount
of  each  such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive
Loan  is  equal  to  or  greater than $10,000,000 and in an integral multiple of
$100,000;  provided further that if a Competitive Loan must be in an amount less
than  $10,000,000  because  of  the  provisions  of  clause  (iv)  above,  such
Competitive Loan may be for a minimum of $1,000,000 and in any integral multiple
of  $100,000,  and  in  calculating  the  pro  rata allocation of acceptances of
portions  of  multiple  Competitive  Bids  at  a particular Competitive Bid Rate
pursuant  to  clause (iv), the amounts shall be rounded to integral multiples of
$100,000 in a manner determined by the Borrower.  A notice given by the Borrower
pursuant  to  this  paragraph  shall  be  irrevocable.

     (e)     Notice  of  Acceptance.  The  Administrative  Agent  shall promptly
             ----------------------
notify  each  bidding  Lender by telecopy whether or not its Competitive Bid has
been accepted (and, if so, the amount and Competitive Bid Rate so accepted), and
each  successful  bidder  will  thereupon become bound, subject to the terms and
conditions  hereof,  to  make  the  Competitive  Loan  in  respect  of which its
Competitive  Bid  has  been  accepted.

     (f)     Submission  of  Competitive  Bid  by  Administrative Agent.  If the
             ----------------------------------------------------------
Administrative  Agent shall elect to submit a Competitive Bid in its capacity as
a Lender, it shall submit such


                                       23
<PAGE>
Competitive Bid directly to the Borrower at least one quarter of an hour earlier
than  the  time  by  which  the  other  Lenders  are  required  to  submit their
Competitive  Bids  to the Administrative Agent pursuant to paragraph (b) of this
Section.

     Section  2.6. Interest Periods. As provided in Sections 2.4 and 2.5, at the
                   ----------------
time  of each request for a Borrowing of Eurocurrency Loans or Competitive Fixed
Rate  Loans,  or  for  the  continuation  or  conversion  of  any  Borrowing  of
Eurocurrency  Revolving  Loans  or  Eurocurrency  Term Loans, the Borrower shall
select  the  Interest  Period(s)  to  be applicable to such Loans from among the
available  options, subject to the limitations in Sections 2.4 and 2.5;provided,
however,  that:

          (i)     the Borrower may not select an Interest Period for a Borrowing
     of  Revolving  Loans  or  Competitive  Bid  Loans  that  extends beyond the
     Commitment  Termination Date, except with respect to Revolving Loans (in an
     aggregate  amount not to exceed the amount specified for conversion to Term
     Loans  in  the  written notice specified in Section 2.3) having an Interest
     Period commencing after the Borrower has given the Administrative Agent the
     notice  of  exercise  of  the  Term  Loan  Option  pursuant to Section 2.3;

          (ii)     the  Borrower  may  not  select  an  Interest  Period  for  a
     Borrowing  of  Term  Loans  that  extends  beyond  the  Maturity  Date;

          (iii)     whenever the last day of any Interest Period would otherwise
     be  a  day that is not a Business Day, the last day of such Interest Period
     shall  either  be (i) extended to the next succeeding Business Day, or (ii)
     in  the  case  of  Eurocurrency  Loans  only,  reduced  to  the immediately
     preceding  Business  Day if the next succeeding Business Day is in the next
     calendar  month;  and

          (iv)     for purposes of determining an Interest Period, a month means
     a  period  starting  on  one  day  in  a  calendar  month and ending on the
     numerically  corresponding  day  in  the  next  calendar  month;  provided,
     however,  that  if  there  is  no such numerically corresponding day in the
     month in which an Interest Period is to end or if an Interest Period begins
     on  the  last  Business  Day  of  a  calendar  month,  then  in the case of
     Eurocurrency  Loans  only,  such  Interest  Period  shall  end  on the last
     Business Day of the calendar month in which such Interest Period is to end.

     Section  2.7.  Funding  of  Loans.
                    ------------------

     (a)     Disbursement  of  Loans.  Not later than 12:00 p.m. with respect to
             -----------------------
Borrowings of Eurocurrency Revolving Loans and Competitive Fixed Rate Loans, and
2:00  p.m.  with  respect  to  Base  Rate  Revolving  Loans,  on the date of any
requested advance of a new Borrowing of Loans, each Lender, subject to all other
provisions  hereof, shall make available its Loan comprising its portion of such
Borrowing  in funds immediately available in Atlanta, Georgia for the benefit of
the  Administrative  Agent  and  according  to  the  payment instructions of the
Administrative  Agent.  The Administrative Agent shall make the proceeds of each
such  Borrowing  available in immediately available funds to the Borrower (or as
directed in writing by the Borrower) on such


                                       24
<PAGE>
date.  In  the event that any Lender does not make such amounts available to the
Administrative  Agent  by the time prescribed above, but such amount is received
later  that  day,  such  amount  may  be  credited to the Borrower in the manner
described  in  the preceding sentence on the next Business Day (with interest on
such amount to begin accruing hereunder on such next Business Day) provided that
acceptance  by the Borrower of any such late amount shall not be deemed a waiver
by  the  Borrower of any rights it may have against such Lender. No Lender shall
be  responsible  to  the  Borrower for any failure by another Lender to fund its
portion  of a Borrowing, and no such failure by a Lender shall relieve any other
Lender  from  its  obligation,  if  any,  to  fund  its  portion of a Borrowing.

     (b)     Administrative  Agent  Reliance  on  Lender  Funding.  Unless  the
             ----------------------------------------------------
Administrative  Agent  shall  have  been notified by a Lender before the date on
which  such  Lender  is scheduled to make payment to the Administrative Agent of
the  proceeds of a Loan (which notice shall be effective upon receipt) that such
Lender does not intend to make such payment, the Administrative Agent may assume
that  such  Lender  has  made  such  payment  when due and in reliance upon such
assumption may (but shall not be required to) make available to the Borrower the
proceeds  of  the  Loan  to be made by such Lender and, if any Lender has not in
fact  made  such  payment  to  the  Administrative  Agent, such Lender shall, on
demand,  pay  to  the  Administrative  Agent  the  amount  made available to the
Borrower attributable to such Lender together with interest thereon for each day
during  the  period commencing on the date such amount was made available to the
Borrower  and ending on (but excluding) the date such Lender pays such amount to
the Administrative Agent at a rate per annum equal to the Administrative Agent's
cost  of funds for such amount.  If such amount is not received from such Lender
by  the  Administrative  Agent  immediately  upon  demand, the Borrower will, on
demand,  repay to the Administrative Agent the proceeds of the Loan attributable
to  such  Lender with interest thereon at a rate per annum equal to the interest
rate  applicable  to  the  relevant  Loan,  but the Borrower will in no event be
liable  to  pay any amounts otherwise due pursuant to Section 2.13 in respect of
such  repayment.  Nothing  in  this  subsection  shall  be deemed to relieve any
Lender  from  any  obligation  to  fund  any Loans hereunder or to prejudice any
rights which the Borrower may have against any Lender as a result of any default
by  such  Lender  hereunder.

     Section  2.8.  Applicable  Interest  Rates.
                    ---------------------------

     (a)     Base Rate Loans.  Each Base Rate Loan shall bear interest (computed
             ---------------
on  the  basis of a 365-day year or 366-day year, as the case may be, and actual
days  elapsed  excluding  the  date of repayment) on the unpaid principal amount
thereof  from the date such Loan is made until maturity (whether by acceleration
or  otherwise)  or  conversion  to a Eurocurrency Revolving Loan or Eurocurrency
Term  Loan,  at  a  rate per annum equal to the lesser of (i) the Highest Lawful
Rate, or (ii) the Base Rate from time to time in effect.  The Borrower agrees to
pay  such  interest  on each Interest Payment Date for such Loan and at maturity
(whether  by  acceleration  or  otherwise).

     (b)     Eurocurrency  Loans.  Each  Eurocurrency  Loan (whether a Revolving
             -------------------
Loan,  Competitive Loan or Term Loan) shall bear interest (computed on the basis
of  a  360-day year and actual days elapsed, excluding the date of repayment) on
the  unpaid  principal  amount  thereof  from  the  date such Loan is made until
maturity  (whether  by  acceleration  or  otherwise)  or,  in  the


                                       25
<PAGE>
case of Eurocurrency Revolving Loans or Eurocurrency Term Loans, conversion to a
Base Rate Loan at a rate per annum equal to the lesser of (i) the Highest Lawful
Rate,  or (ii) the sum of Adjusted LIBOR plus the Applicable Margin (in the case
of  Eurocurrency  Revolver  Loans or Eurocurrency Term Loans) or LIBOR Rate plus
the  Competitive  Margin  (in the case of Competitive Margin Loans), as the case
may  be.  The Borrower agrees to pay such interest on each Interest Payment Date
for  such Loan and at maturity (whether by acceleration or otherwise) or, in the
case of Eurocurrency Revolving Loans or Eurocurrency Term Loans, conversion to a
Base  Rate  Loan.

     (c)     Competitive  Fixed  Rate  Loans.  Each  Competitive Fixed Rate Loan
             -------------------------------
shall  bear  interest  (computed  on the basis of a 360-day year and actual days
elapsed,  in  each case excluding the date of repayment) on the unpaid principal
amount  thereof  from  the  date  such  Loan  is made until maturity (whether by
acceleration  or  otherwise)  at a rate per annum equal to the Competitive Fixed
Rate  applicable to such Loan.  The Borrower agrees to pay such interest on each
Interest  Payment  Date  applicable  to  such Competitive Fixed Rate Loan and at
maturity  (whether  by  acceleration  or  otherwise).

     (d)     Rate Determinations.  The Administrative Agent shall determine each
             -------------------
interest  rate  applicable  to the Loans and Reimbursement Obligations hereunder
insofar  as  such  interest rate involves a determination of Base Rate, Adjusted
LIBOR or LIBOR Rate, or any applicable default rate pursuant to Section 2.9, and
such  determination  shall  be  conclusive and binding except in the case of the
Administrative Agent's manifest error or willful misconduct.  The Administrative
Agent  shall  promptly  give  notice  to  the  Borrower  and each Lender of each
determination  of Adjusted LIBOR, and to the Borrower and each Lender submitting
a  Competitive  Bid  of  each  determination of LIBOR Rate, with respect to each
Eurocurrency  Loan.

     Section  2.9.  Default Rate. If any payment of principal on any Loan is not
                    ------------
made  when  due  after  the  expiration of the grace period therefor provided in
Section  7.1(a)  (whether  by  acceleration  or otherwise), or any Reimbursement
Obligation  is  not  paid  when due as provided in Section 2.14(c), such Loan or
Reimbursement Obligation shall bear interest (computed on the basis of a year of
360,  365  or  366  days, as applicable, and actual days elapsed) after any such
grace  period  expires  until such principal then due is paid in full, which the
Borrower  agrees  to  pay  on  demand,  at  a  rate  per  annum  equal  to:

     (a)     for  any Base Rate Loan, the lesser of (i) the Highest Lawful Rate,
or  (ii)  the  sum of two percent (2%) per annum plus the Base Rate from time to
time  in  effect  (but  not  less  than the Base Rate in effect at the time such
payment  was  due);

     (b)     for  any  Eurocurrency Loan (whether a Eurocurrency Revolving Loan,
Competitive  Margin  Loan,  or  Eurocurrency  Term  Loan), the lesser of (i) the
Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the rate
of  interest  in effect thereon at the time of such default until the end of the
Interest  Period for such Loan and, thereafter, at a rate per annum equal to the
sum of two percent (2%) per annum plus the Base Rate from time to time in effect
(but  not  less  than the Base Rate in effect at the time such payment was due);


                                       26
<PAGE>
     (c)     for  any Competitive Fixed Rate Loan, the lesser of (i) the Highest
Lawful  Rate, or (ii) the sum of two percent (2%) per annum plus the Competitive
Fixed  Rate  in  effect thereon at the time of such default until the end of the
Interest  Period  for  such  Loan  and, thereafter, at the rate of interest that
would otherwise apply to a Eurocurrency Revolving Loan pursuant to paragraph (b)
above;  and

     (d)     for  any  unpaid  Reimbursement  Obligations, the lesser of (i) the
Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus the Base
Rate  from  time to time in effect (but not less than the Base Rate in effect at
the  time  such  payment  was  due).

     It  is the intention of the Administrative Agent and the Lenders to conform
strictly  to  usury  laws  applicable to them.  Accordingly, if the transactions
contemplated  hereby or any Loan or other Obligation would be usurious as to any
of  the  Lenders  under  laws applicable to it (including the laws of the United
States of America and the State of New York or any other jurisdiction whose laws
may  be  mandatorily  applicable  to  such  Lender  notwithstanding  the  other
provisions  of this Agreement, the Notes or any other Credit Document), then, in
that  event,  notwithstanding  anything  to  the contrary in this Agreement, the
Notes  or any other Credit Document, it is agreed as follows:  (i) the aggregate
of  all  consideration  which constitutes interest under laws applicable to such
Lender  that  is  contracted  for,  taken, reserved, charged or received by such
Lender under this Agreement, the Notes or any other Credit Document or otherwise
shall  under  no  circumstances  exceed  the Highest Lawful Rate, and any excess
shall  be credited by such Lender on the principal amount of the Loans or to the
Reimbursement  Obligations  (or,  if  the  principal amount of the Loans and all
Reimbursement  Obligations shall have been paid in full, refunded by such Lender
to  the  Borrower);  and  (ii)  in  the  event that the maturity of the Loans is
accelerated  by reason of an election of the holder or holders thereof resulting
from  any  Event  of  Default  hereunder  or  otherwise,  or in the event of any
required  or  permitted  prepayment,  then  such  consideration that constitutes
interest  under  laws  applicable to such Lender may never include more than the
Highest  Lawful  Rate,  and  excess  interest,  if  any,  provided  for  in this
Agreement,  the  Notes,  any  other  Credit  Document  or  otherwise  shall  be
automatically  canceled  by  such  Lender as of the date of such acceleration or
prepayment  and,  if  theretofore  paid, shall be credited by such Lender on the
principal  amount  of  the  Loans or to the Reimbursement Obligations (or if the
principal  amount of the Loans and all Reimbursement Obligations shall have been
paid  in full, refunded by such Lender to the Borrower).  To the extent that the
Texas  Finance  Code,  Chapters  302 and 303, are relevant to the Administrative
Agent  and  the  Lenders for the purpose of determining the Highest Lawful Rate,
the  Administrative  Agent  and  the  Lenders  hereby  elect  to  determine  the
applicable  rate  ceiling  under  such  Article  by  the indicated (weekly) rate
ceiling  from  time  to  time  in effect, subject to their right subsequently to
change  such  method  in accordance with applicable law.  In the event the Loans
and  all Reimbursement Obligations are paid in full by the Borrower prior to the
full  stated  term of the Loans and the interest received from the actual period
of the existence of the Loans exceeds the Highest Lawful Rate, the Lenders shall
refund  to  the  Borrower the amount of the excess or shall credit the amount of
the  excess against amounts owing under the Loans and none of the Administrative
Agent  or  the  Lenders shall be subject to any of the penalties provided by law
for contracting for, taking, reserving, charging or receiving interest in excess
of  the  Highest  Lawful  Rate.  The  Texas  Finance  Code,  Chapter  346, which
regulates  certain  revolving  credit  loan  accounts  and  revolving  tri-party
accounts,  shall  not  apply  to  this  Agreement  or  the  Loans.


                                       27
<PAGE>
     Section  2.10.     Repayment  of  Loans;  Evidence  of  Debt.

     (a)     Repayment  of  Loans.  The  Borrower  hereby promises to pay to the
             --------------------
Administrative  Agent  (i)  for  the  account  of each Lender, on the Commitment
Termination  Date,  the  unpaid  amount of each Revolving Loan then outstanding,
except to the extent such Revolving Loan is converted to a Term Loan pursuant to
the  Borrower's exercise of the Term Loan Option (in which case payment shall be
made  in  respect  of  such  Loan  pursuant to clause (iii) below), (ii) for the
account  of each Lender that has made a Competitive Loan to the Borrower, on the
last  day of the Interest Period applicable to such Loan, or, if earlier, on the
Commitment  Termination  Date,  the  unpaid amount of each Competitive Loan then
outstanding  that  is  owed  to  such  Lender, and (iii) for the account of each
Lender,  on  the  Maturity  Date,  the  unpaid  amount  of  each  Term Loan then
outstanding.

     (b)     Record  of  Loans  by  Lenders.  Each  Lender  shall  maintain  in
             ------------------------------
accordance  with  its  usual  practice  an  account  or  accounts evidencing the
indebtedness  of  the  Borrower  to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and accrued interest payable and
paid  to  such  Lender  from  time  to  time  hereunder.

     (c)     Record  of Loans by Administrative Agent.  The Administrative Agent
             ----------------------------------------
shall  maintain  accounts  in  which it shall record (i) the amount of each Loan
made  hereunder,  the  Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or accrued interest due and payable or
to  become  due and payable from the Borrower to each Lender hereunder and (iii)
the  amount  of  any  sum received by the Administrative Agent hereunder for the
account  of  the  Lenders  and  each  Lender's  share  thereof.

     (d)          Evidence  of  Obligations.  The  entries  made in the accounts
                  -------------------------
maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
                                                                     ----- -----
evidence  of  the  existence  and  amounts  of the obligations recorded therein;
provided  that the failure of any Lender or the Administrative Agent to maintain
--------
such accounts or any error therein shall not in any manner affect the obligation
of  the  Borrower  to  repay  the  Loans  in  accordance  with the terms of this
Agreement.

     (e)     Notes.  The  Revolving  Loans outstanding to the Borrower from each
             -----
Lender shall, at the request of such Lender, be evidenced by promissory notes of
the  Borrower  payable  to  such  Lender  in  the  form of Exhibit 2.10A (each a
                                                           -------------
"Revolving/Term  Note").  The Competitive Loans outstanding to the Borrower from
any  Lender,  shall  at the request of such Lender, be evidenced by a promissory
note of the Borrower payable to such Lender in the form of Exhibit 2.10B (each a
                                                           -------------
"Competitive  Note").  The  Borrower  agrees  to  execute  and  deliver  to  the
Administrative  Agent,  for  the  benefit  of each Lender requesting one or more
promissory  notes  as  aforesaid,  an  original  of  each  such promissory note,
appropriately  completed,  to  evidence the respective Loans made by such Lender
hereunder,  within  ten (10) Business Days after the Borrower receives a written
request  therefor.

     (f)     Recording  of  Loans  and Payments on Notes.  Each holder of a Note
             -------------------------------------------
shall  record  on its books and records or on a schedule to its appropriate Note
(and  prior  to  any transfer of its Notes shall endorse thereon or on schedules
forming  a  part  thereof  appropriate notations to


                                       28
<PAGE>
evidence)  the  amount  of  each  Loan  outstanding from it to the Borrower, all
payments  of  principal and interest and the principal balance from time to time
outstanding  thereon,  the  type  of  such Loan and, if a Eurocurrency Loan or a
Competitive  Fixed  Rate  Loan, the Interest Period and interest rate applicable
thereto.  Such  record,  whether shown on the books and records of a holder of a
Note  or on a schedule to its Note, shall be prima facie evidence as to all such
matters;  provided, however, that the failure of any holder to record any of the
foregoing  or  any  error in any such record shall not limit or otherwise affect
the  obligation  of  the Borrower to repay all Loans outstanding to it hereunder
together  with  accrued interest thereon. At the request of any holder of a Note
and  upon  such  holder  tendering  to the Borrower the Note to be replaced, the
Borrower shall furnish a new Note to such holder to replace any outstanding Note
and  at  such  time  the first notation appearing on the schedule on the reverse
side  of,  or  attached  to,  such new Note shall set forth the aggregate unpaid
principal  amount  of  all  Loans,  if  any,  then  outstanding  thereon.

     Section  2.11.  Optional Prepayments. The Borrower shall have the privilege
                     --------------------
of  prepaying Base Rate Loans without premium or penalty at any time in whole or
at  any  time  and from time to time in part (but, if in part, then in an amount
which  is  equal  to  or  greater  than  $1,000,000);provided, however, that the
Borrower  shall have given notice of such prepayment to the Administrative Agent
no later than 12:00 p.m. on the date of such prepayment. The Borrower shall have
the  privilege  of prepaying Adjusted LIBOR Loans (a) without premium or penalty
in  whole  or  in  part (but, if in part, then in an amount which is equal to or
greater  than  $5,000,000  and  in an integral multiple of $100,000) only on the
last Business Day of an Interest Period for such Loan, and (b) at any other time
so long as the breakage fees and funding losses provided for in Section 2.13 are
paid;provided,  however,  that  the  Borrower  shall  have  given notice of such
prepayment  to  the Administrative Agent no later than 12:00 p.m. at least three
(3)  Business  Days  before the last Business Day of such Interest Period or the
proposed  prepayment  date.  The Borrower shall not have the right to prepay any
Competitive  Loan without the prior written consent of the Lender thereof unless
the  applicable Competitive Bid Request shall have so provided, the Borrower has
given  timely  notice  to  the  Lender of any such prepayment as may be required
pursuant  to  the  terms  of the Competitive Bid Request, and the Borrower shall
have  paid  to  such  Lender  in connection with any such prepayment all amounts
required  to be paid in connection with such prepayment pursuant to the terms of
the  applicable  Competitive  Bid Request. Any such prepayments shall be made by
the  payment  of  the  principal  amount  to  be  prepaid and accrued and unpaid
interest  thereon  to the date of such prepayment. Unless otherwise specified in
writing  by  the  Borrower,  optional prepayments shall be applied first, to the
Revolving  Loans,  second,  to  the  Reimbursement  Obligations  with respect to
Letters  of  Credit,  third,  to  the Competitive Loans, and fourth to any other
Obligations  then  outstanding.

     Section  2.12.  Mandatory  Prepayments  of  Loans. In the event and on each
                     ---------------------------------
occasion  that  the  aggregate  principal amount of outstanding Revolving Loans,
Competitive  Loans,  and L/C Obligations exceeds the Revolving Credit Commitment
Amount  then  in effect, then the Borrower shall promptly prepay Revolving Loans
and/or  Competitive  Loans  in  an aggregate amount sufficient to eliminate such
excess.  Immediately  upon determining the need to make any such prepayment, the
Borrower  shall  notify the Administrative Agent of such required prepayment and
of the identity of the particular Revolving Loans and/or Competitive Loans being
prepaid.  If  the  Administrative  Agent  shall  notify  the  Borrower  that the
Administrative


                                       29
<PAGE>
Agent  has  determined  that any prepayment is required under this Section 2.12,
the  Borrower  shall  make such prepayment no later than the second Business Day
following  such  notice.  Any  mandatory  prepayment  of  Revolving Loans and/or
Competitive  Loans  pursuant hereto shall not be limited by the notice provision
for  prepayments  set  forth  in  Section  2.11.  Each  such prepayment shall be
accompanied by a payment of all accrued and unpaid interest on the Loans prepaid
and  any  applicable  breakage fees and funding losses pursuant to Section 2.13.

     Section 2.13. Breakage Fees. If any Lender incurs any loss, cost or expense
                   -------------
(excluding  loss  of  anticipated  profits  and  other indirect or consequential
damages)  by  reason  of  the  liquidation or re-employment of deposits or other
funds  acquired  by  such  Lender  to  fund or maintain any Eurocurrency Loan or
Competitive  Fixed  Rate  Loan  as a result of any of the following events other
than  any  such  occurrence as a result of a change of circumstance described in
Sections  8.1  or  8.2:

     (a)     any  payment,  prepayment  or conversion of any such Loan on a date
other  than  the  last  day  of  its  Interest  Period (whether by acceleration,
mandatory  prepayment  or  otherwise);

     (b)     any failure to make a principal payment of any such Loan on the due
date  therefor;  or

     (c)     any  failure  by  the  Borrower  to  borrow, continue or prepay, or
convert  to,  any  such Loan on the date specified in a notice given pursuant to
Section 2.4 or 2.5 (other than by reason of a default of such Lender),

then  the  Borrower  shall pay to such Lender such amount as will reimburse such
Lender  for  such  loss,  cost or expense.  If any Lender makes such a claim for
compensation,  it  shall  provide  to  the Borrower a certificate executed by an
officer of such Lender setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for and the computation
of  such  loss,  cost or expense) no later than ninety (90) days after the event
giving  rise  to  the  claim  for  compensation,  and  the amounts shown on such
certificate  shall be prima facie evidence of such Lender's entitlement thereto.
Within  ten  (10)  days  of  receipt of such certificate, the Borrower shall pay
directly  to  such  Lender  such  amount as will compensate such Lender for such
loss,  cost  or  expense  as  provided  herein, unless such Lender has failed to
timely  give  notice  to the Borrower of such claim for compensation as provided
herein,  in  which  event the Borrower shall not have any obligation to pay such
claim.

     Section  2.14.  Letters  of  Credit.
                     -------------------

     (a)     Letters of Credit.  Subject to the terms and conditions hereof, the
             -----------------
Issuing  Bank  agrees  to  issue,  from  time  to  time  prior to the Commitment
Termination  Date,  at  the request of the Borrower and on behalf of the Lenders
and  in  reliance  on  their  obligations  under  this Section 2.14, one or more
letters  of  credit  (each a "Letter of Credit") for the Borrower's account in a
face  amount  in each case of at least $500,000 and in an aggregate undrawn face
amount  for  all  Letters  of  Credit  at any time outstanding not to exceed the
Revolving Credit Commitment Amount; provided, that the Issuing Bank shall not be
obligated  to  issue  a Letter of Credit pursuant to this Section 2.14 if, after
the  issuance  thereof,  (i) the outstanding Revolving Loans,


                                       30
<PAGE>
Competitive Loans, and L/C Obligations would thereby exceed the Revolving Credit
Commitment  Amount then in effect, or (ii) the issuance of such Letter of Credit
would violate any legal or regulatory restriction then applicable to the Issuing
Bank  or  any  Lender  as  notified  by  the  Issuing Bank or such Lender to the
Administrative  Agent  before  the  date  of  issuance of such Letter of Credit.
Letters  of  Credit  and any increases and extensions thereof hereunder shall be
issued  in  face  amounts  of  Dollars.

     (b)     Issuance  Procedure.  To  request  that  the  Issuing  Bank issue a
             -------------------
Letter  of  Credit,  the  Borrower  shall  deliver  to  the Issuing Bank and the
Administrative  Agent  (with  a  duplicate copy to an operations employee of the
Issuing  Bank  as  designated  by  the  Issuing  Bank  from time to time) a duly
executed  Issuance  Request  substantially in the form of Exhibit 2.14A (each an
                                                          -------------
"Issuance  Request"), together with a duly executed application for the relevant
Letter  of  Credit  substantially  in  the  form  of  Exhibit  2.14B  (each  an
                                                      --------------
"Application"),  or  such  other computerized issuance or application procedure,
instituted  from  time  to time by the Issuing Bank and the Administrative Agent
and  agreed  to by the Borrower, completed to the reasonable satisfaction of the
Issuing  Bank  and  the  Administrative Agent, and such other information as the
Issuing  Bank and the Administrative Agent may reasonably request.  In the event
of  any irreconcilable difference or inconsistency between this Agreement and an
Application,  the  provisions of this Agreement shall govern.  Upon receipt of a
properly  completed  and executed Application and any other reasonably requested
information  at  least  three  (3) Business Days prior to any requested issuance
date,  the  Issuing  Bank  will  process such Application in accordance with its
customary  procedures  and issue the requested Letter of Credit on the requested
issuance  date.  The  Borrower  may cancel any requested issuance of a Letter of
Credit  prior  to  the  issuance  thereof.  The  Issuing  Bank  will  notify the
Administrative  Agent  and  each  Lender of the amount, currency, and expiration
date  of  each  Letter of Credit it issues promptly upon issuance thereof.  Each
Letter  of  Credit shall have an expiration date no later than four (4) Business
Days  before  the  Commitment  Termination Date.  If the Issuing Bank issues any
Letters  of  Credit  with  expiration dates that automatically extend unless the
Issuing  Bank  gives  notice  that  the  expiration date will not so extend, the
Issuing  Bank  will give such notice of non-renewal before the time necessary to
prevent  such  automatic  extension  if  (and  will  not  give  such  notice  of
non-renewal  before  such  time unless) before such required notice date (i) the
expiration date of such Letter of Credit if so extended would be later than four
(4)  Business  Days  before the Commitment Termination Date, (ii) the Commitment
Termination  Date  shall  have  occurred, (iii) a Default or an Event of Default
exists  and the Required Lenders have given the Issuing Bank instructions not to
so  permit  the expiration date of such Letter of Credit to be extended, or (iv)
the  Issuing  Bank  is  so directed by the Borrower.  The Issuing Bank agrees to
issue amendments to any Letter of Credit increasing its amount, or extending its
expiration  date,  at  the  request  of  the Borrower, subject to the conditions
precedent  for  all Borrowings of Section 4.2 and the other terms and conditions
of  this  Section  2.14.

     (c)     The  Borrower's  Reimbursement  Obligations.
             -------------------------------------------

          (i)     The  Borrower hereby irrevocably and unconditionally agrees to
     reimburse  the  Issuing  Bank  for each payment or disbursement made by the
     Issuing  Bank  to  settle  its  obligations  under any draft drawn or other
     payment made under a Letter of Credit (a "Reimbursement Obligation") within
     two (2) Business Days from when such draft is


                                       31
<PAGE>
     paid  or  other payment is made with either funds not borrowed hereunder or
     with  a  Borrowing  of Revolving Loans subject to Section 2.4 and the other
     terms  and  conditions  contained  in  this  Agreement.  The  Reimbursement
     Obligation  shall bear interest (which the Borrower hereby promises to pay)
     from  and  after the date such draft is paid or other payment is made until
     (but excluding the date) the Reimbursement Obligation is paid at the lesser
     of  (x) the Highest Lawful Rate, or (y) the Base Rate, in each case so long
     as  the  Reimbursement  Obligation shall not be past due, and thereafter at
     the  default  rate per annum as set forth in Section 2.9(d), whether or not
     the Commitment Termination Date shall have occurred. If any such payment or
     disbursement  is reimbursed to the Issuing Bank on the date such payment or
     disbursement  is  made  by  the Issuing Bank, interest shall be paid on the
     reimbursable  amount  for  one  (1)  day.  The  Issuing Bank shall give the
     Borrower  notice  of  any  drawing  on  a  Letter  of Credit within one (1)
     Business  Day  after  such  drawing  is  paid.

          (ii)     The  Borrower  agrees for the benefit of the Issuing Bank and
     each  Lender  that,  notwithstanding  any provision of any Application, the
     obligations  of the Borrower under this Section 2.14(c) and each applicable
     Application  shall  be absolute, unconditional and irrevocable and shall be
     performed  strictly in accordance with the terms of this Agreement and each
     applicable  Application  under all circumstances whatsoever (other than the
     defense  of  payment in accordance with this Agreement), including, without
     limitation,  the  following  circumstances  (subject  in  all  cases to the
     defense  of  payment  in  accordance  with  this  Agreement):

               (1)     any  lack of validity or enforceability of any of the L/C
     Documents;

               (2)     any  amendment or waiver of or any consent to depart from
     all  or  any  of  the  provisions  of  any  of  the  L/C  Documents;

               (3)     the  existence  of  any  claim, set-off, defense or other
     right  the  Borrower may have at any time against a beneficiary of a Letter
     of Credit (or any person for whom a beneficiary may be acting), the Issuing
     Bank,  any  Lender  or  any  other  Person, whether in connection with this
     Agreement,  another  L/C  Document  or  any  unrelated  transaction;

               (4)     any  statement  or  any  other document presented under a
     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;

               (5)     payment  by  the  Issuing  Bank  under a Letter of Credit
     against  presentation  to  the  Issuing Bank of a draft or certificate that
     does  not  comply  with  the  terms  of  the  Letter  of  Credit;  or

               (6)     any  other act or omission to act or delay of any kind by
     the  Issuing  Bank,  any  Lender  or any other Person or any other event or
     circumstance  whatsoever that might, but for the provisions of this Section
     2.14(c),  constitute  a  legal  or  equitable


                                       32
<PAGE>
     discharge  of  the  Borrower's  obligations  hereunder,  under  an Issuance
     Request  or  under  an  Application;

provided,  however,  the  foregoing shall not be construed to excuse the Issuing
Bank  from  liability  to  the Borrower to the extent of any direct damages (but
excluding  consequential  damages,  which  are  hereby  waived to the extent not
prohibited  by  applicable  law) suffered by the Borrower that are caused by the
Issuing  Bank's  gross  negligence  or  willful  misconduct.

     (d)     The Participating Interests.  Each Lender severally and not jointly
             ---------------------------
agrees  to purchase from the Issuing Bank, and the Issuing Bank hereby agrees to
sell  to  each  Lender,  an  undivided percentage participating interest, to the
extent  of its Percentage, in each Letter of Credit issued by, and Reimbursement
Obligation  owed  to,  the  Issuing  Bank in connection with a Letter of Credit.
Upon  any  failure  by  the  Borrower  to  pay  any  Reimbursement Obligation in
connection  with a Letter of Credit at the time required in Sections 2.14(c) and
2.4(c), or if the Issuing Bank is required at any time to return to the Borrower
or  to a trustee, receiver, liquidator, custodian or other Person any portion of
any payment by the Borrower of any Reimbursement Obligation in connection with a
Letter  of  Credit,  the Issuing Bank shall promptly give notice of same to each
Lender, and the Issuing Bank shall have the right to require each Lender to fund
its  participation  in  such  Reimbursement Obligation.  Each Lender (except the
Issuing Bank to the extent it is also a Lender) shall pay to the Issuing Bank an
amount  equal  to  such  Lender's  Percentage  of  such  unpaid  or  recaptured
Reimbursement Obligation not later than the Business Day it receives notice from
the Issuing Bank to such effect, if such notice is received before 2:00 p.m., or
not  later than the following Business Day if such notice is received after such
time.  If a Lender fails to pay timely such amount to the Issuing Bank, it shall
also  pay  to  the  Issuing  Bank  interest on such amount accrued from the date
payment  of such amount was made by the Issuing Bank to the date of such payment
by the Lender at a rate per annum equal to the Base Rate in effect for each such
day  and  only  after  such payment shall such Lender be entitled to receive its
Percentage of each payment received on the relevant Reimbursement Obligation and
of interest paid thereon.  The several obligations of the Lenders to the Issuing
Bank under this Section 2.14(d) shall be absolute, irrevocable and unconditional
under  any  and  all  circumstances  whatsoever  and shall not be subject to any
set-off,  counterclaim  or  defense  to  payment any Lender may have or have had
against the Borrower, the Issuing Bank, and any other Lender or any other Person
whatsoever  including,  but  not limited to, any defense based on the failure of
the  demand  for  payment  under the Letter of Credit to conform to the terms of
such Letter of Credit or the legality, validity, regularity or enforceability of
such  Letter  of  Credit and INCLUDING, BUT NOT LIMITED TO, THOSE RESULTING FROM
THE  ISSUING BANK'S OWN SIMPLE OR CONTRIBUTORY NEGLIGENCE.  Without limiting the
generality  of  the  foregoing,  such  obligations  shall not be affected by any
Default or Event of Default or by any subsequent reduction or termination of any
Commitment  of  a  Lender,  and each payment by a Lender under this Section 2.14
shall  be  made  without  any  offset,  abatement,  withholding  or  reduction
whatsoever.

     Section 2.15. Commitment Terminations. The Borrower shall have the right at
                   -----------------------
any  time  and  from  time  to  time,  upon  three  (3) Business Days' prior and
irrevocable  written  notice to the Administrative Agent, to terminate or reduce
the  Commitments  without premium or penalty, in whole or in part, any reduction
(i)  to  be  in  an  amount  not  less  than  $5,000,000  as  determined  by


                                       33
<PAGE>
the  Borrower  and in integral multiples of $5,000,000, and (ii) to be allocated
ratably  among  the  Lenders  in  proportion  to  their  respective Commitments;
provided,  that  the Revolving Credit Commitment Amount may not be reduced to an
amount  less  than  the  sum  of  the  aggregate principal amount of outstanding
Revolving  Loans, Competitive Loans, and L/C Obligations, after giving effect to
payments on such proposed termination or reduction date; provided, however, that
                                                         -----------------
to  the extent the Borrower provides to the Administrative Agent cash collateral
in an amount sufficient to cover such shortage or back-to-back letters of credit
from  a  bank(s)  or  financial  institution(s)  whose short-term unsecured debt
rating  is  rated A or above from either S&P or Moody's or such other bank(s) or
financial institution(s) satisfactory to the Required Lenders in an amount equal
to  the undrawn face amount of any applicable outstanding Letters of Credit with
an  expiration  date  of at least five (5) days after the expiration date of any
applicable  Letter of Credit and which provide that the Administrative Agent may
make  a drawing thereunder in the event that it pays a drawing under such Letter
of  Credit.  The Administrative Agent shall give prompt notice to each Lender of
any  such  termination  or  reduction  of  the  Commitments.  Any termination of
Commitments  pursuant  to  this  Section  2.15  is  permanent  and  may  not  be
reinstated.

     Section  2.16.  Extension  of  Commitments.
                     --------------------------

     (a)     The  Borrower  may,  by  notice  to the Administrative Agent (which
shall  promptly  deliver  a  copy to each of the Lenders) given not less than 30
days  and  not  more  than  60 days prior to December 24, 2003, request that the
Lenders  extend  the Commitment Termination Date for an additional period of not
more  than  364 days as specified in such notice.  Any such notice shall specify
any  fees  that  the Borrower agrees to pay as consideration for such extension,
any  changes  to  the  Applicable  Facility  Fee Rate, Applicable Margin, and/or
Applicable  Utilization  Fee  Rate  that  will  apply  during  the  term of such
extension and the amendments, if any, to the covenants contained herein or other
provisions  hereof  proposed by the Borrower to be applicable during the term of
such  extension.  Each  Lender  shall,  by  notice  to  the  Borrower  and  the
Administrative  Agent given not earlier than the 30th day and not later than the
15th  day  prior  to  December 24, 2003, advise the Administrative Agent and the
Borrower  whether  or  not it agrees to such extension on the terms set forth in
such  notice.  Any  Lender  that  has not so advised the Administrative Agent by
such  day  shall  be  deemed  to  have  declined  to  agree  to  such extension.

     (b)     If (and only if) Lenders (including any Lenders becoming parties to
this  Agreement  as  contemplated  by  the last sentence of paragraph (c) below)
holding more than 50% of the Commitments in effect prior to such extension shall
have  agreed  to  extend the Commitment Termination Date (each such Lender being
called  an  "Extending  Lender",  and  Lenders not having so agreed being called
"Non-Extending  Lenders"),  then,  if  the  Borrower  shall so elect in a notice
delivered  to  the  Administrative  Agent  not earlier than the 15th day and not
later  than  the 10th day prior to December 24, 2003, the Commitment Termination
Date  shall  be  extended as to such Extending Lenders for the additional period
and on the terms specified in the Borrower's notice provided for under paragraph
(a) and, if such terms vary from those contained in this Agreement, the Borrower
and  the Extending Lenders shall enter into an amendment to this Agreement to be
effective  as  of December 24, 2003, pursuant to which such terms shall be given
effect  as  to  the  Borrower  and  the  Extending  Lenders  and,  to the extent
consistent  with  Section  10.11,  the  other  Lenders.


                                       34
<PAGE>
     (c)     If  less  than  all  the  Lenders  consent to any extension request
pursuant to paragraph (a), the Administrative Agent shall promptly so notify the
Extending  Lenders,  and each Extending Lender may, in its sole discretion, give
written  notice  to  the  Administrative  Agent  not later than 10 days prior to
December  24,  2003,  of  the  amount of the Non-Extending Lenders' Commitments,
together  with  the  corresponding  amount  of  such  Non-Extending  Lenders'
outstanding  Loans  and  obligations and interests in respect of outstanding L/C
Obligations (such corresponding amount of Loans and obligations and interests in
respect  of  outstanding  L/C  Obligations being collectively referred to as the
"Related  Credit  Extensions"),  it  is  willing  to accept and assume.  If such
Extending  Lenders  are  willing  to  accept  and assume Commitments and Related
Credit  Extensions  in  an  aggregate  amount  that  exceeds  the  amount of the
Commitments  and  Related  Credit  Extensions  of the Non-Extending Lenders, the
Non-Extending  Lenders'  Commitments  and  Related  Credit  Extensions  shall be
allocated  among Extending Lenders willing to accept and assume such Commitments
and  Related  Credit  Extensions  in such amounts as shall be agreed between the
Borrower  and  the Administrative Agent, and such Commitments and Related Credit
Extensions  shall  be  assigned,  accepted  and  assumed  in accordance with the
provisions  of  Section  10.10.  If  after  giving  effect  to  the  assignments
described above the full amount of the Commitments and Related Credit Extensions
of  the Non-Extending Lenders would not be assigned, accepted and assumed as set
forth  above prior to December 24, 2003, the Borrower may (i) arrange for one or
more  Extending  Lenders or other assignees eligible to become Lenders hereunder
(each,  an  "Extension  Assuming  Lender"),  to accept and assume the unassigned
amounts  of  the  Commitments and Related Credit Extensions of the Non-Extending
Lenders  in accordance with Section 10.10 and become parties hereto with all the
rights and obligations of Lenders hereunder, or (ii) subject to the requirements
of  paragraph  (b)  above,  reduce the aggregate amount of the Commitments to an
amount  equal  to  the  aggregate  amount  of  Commitments held by all Extending
Lenders  and  Extension  Assuming  Lenders  all  as  of  December  24,  2003.

     On December 24, 2003:

          (i)     the Extending Lenders and Extension Assuming Lenders shall pay
     to  the Non-Extending Lenders the principal amount of any outstanding Loans
     made  by  such  Non-Extending  Lenders, and any outstanding amounts paid by
     such  Non-Extending  Lenders  pursuant to Section 2.14(d), all as assigned,
     accepted  and  assumed in accordance with this paragraph (c), together with
     any  accrued  interest  thereon  as  of  December  24,  2003;

          (ii)     any  accrued  fees and other amounts payable hereunder to any
     Non-Extending  Lender  as  of  December  24,  2003  shall  be  paid to such
     Non-Extending  Lender  by  the  Borrower  or  by such Extending Lenders and
     Extension  Assuming  Lenders,  as  may  be  agreed  by  such  parties;  and

          (iii)     with  respect  to  any  such  Extension Assuming Lender, the
     applicable  processing  and  recordation  fee  required under Section 10.10
     shall  be  paid.


                                       35
<PAGE>
The  Commitment  of any Extension Assuming Lender shall in no event be less than
$5,000,000  (subject  to  the  fourth  sentence  of Section 10.10(b)) unless the
Commitment  of  a  Non-Extending  Lender  as  of  December 24, 2003 is less than
$5,000,000,  in  which case such Extension Assuming Lender may accept and assume
all  of  such  lesser  amount.  Any  such  Non-Extending  Lender's  rights under
Sections 2.13, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6,
shall  survive such substitution as to matters occurring on or prior to December
24,  2003,  (and  if  such  Non-Extending  Lender  shall  continue to have Loans
outstanding after December 24, 2003, shall continue in effect following December
24,  2003).

     At  least  three  Business Days prior to the proposed effective date of any
extension  of the Commitment Termination Date pursuant to this Section, (A) each
Extension  Assuming  Lender,  if  any,  shall  deliver  to  the Borrower and the
Administrative  Agent  an  Assignment  Agreement  or  other  agreement in a form
approved  by the Administrative Agent and the Borrower evidencing such Extension
Assuming  Lender's  Commitment  and  Related Credit Extensions, duly executed by
such  Extension  Assuming  Lender,  such  Non-Extending  Lender a Commitment and
Related Credit Extensions of which is being assigned to and accepted and assumed
by  such  Extension  Assuming Lender, the Borrower and the Administrative Agent,
and (B) each Extending Lender, if any, shall have delivered written confirmation
satisfactory  to the Borrower and the Administrative Agent as to any increase in
the  amount  of  its Commitment and Related Credit Extensions resulting from its
acceptance  and  assumption  of  all or a portion of the Commitments and Related
Credit  Extensions  of  the  Non-Extending  Lenders.  As  of  and  following the
effective  date  of  any extension made pursuant to this Section, each Extension
Assuming  Lender  shall  be  a  Lender  for  all  purposes  of  this  Agreement.

     (d)     The  decision  to  agree  or  withhold  agreement  to any requested
extension  of  the  Commitment  Termination  Date hereunder shall be at the sole
discretion  of  each Lender.  If the Commitment Termination Date shall have been
extended as provided in paragraph (b) above, the Commitment of any Non-Extending
Lender  shall  terminate  on  December  24,  2003,  and  the  term  "Commitment
Termination  Date",  as  used  herein,  shall  mean,  as  to  the Related Credit
Extensions  of  such Non-Extending Lender (to the extent not assumed pursuant to
paragraph (c)), the Commitment Termination Date in effect prior to giving effect
to  such  extension.

     (e)     Notwithstanding  the  foregoing,  no  extension  of  the Commitment
Termination  Date  shall  become  effective  under  this  Section unless (i) the
conditions set forth in paragraphs (b) and (c) of Section 4.2 shall be satisfied
on  December  24,  2003,  and  the  Administrative  Agent  shall have received a
certificate  to  that  effect dated such date and executed by the President or a
Vice  President  of  the  Borrower, and (ii) the Administrative Agent shall have
received  (with  sufficient  copies  for  each  of  the  Lenders (other than any
Non-Extending  Lenders))  documents consistent with those delivered under clause
(i) of Section 4.1(a) as to the corporate power and authority of the Borrower to
borrow  hereunder  after  giving  effect  to  such  extension.


                                       36
<PAGE>
ARTICLE 3.     FEES AND PAYMENTS.

     Section  3.1.  Fees.
                    ----

     (a)     Facility  Fees.  The  Borrower  agrees to pay to the Administrative
             --------------
Agent  for  the account of each Lender a facility fee, which shall accrue at the
Applicable  Facility  Fee Rate (i) on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the Initial
Availability Date to but excluding the date on which such Commitment terminates;
provided  that,  if  such Lender continues to have any Revolving Credit Exposure
after its Commitment terminates, then such facility fee shall continue to accrue
on  the  daily  amount  of  such  Lender's  Revolving  Credit  Exposure from and
including  the date on which its Commitment terminates to but excluding the date
on  which  such Lender ceases to have any Revolving Credit Exposure, and (ii) if
the  Borrower  has exercised the Term Loan Option, on the daily principal amount
of  the Term Loans of such Lender during the period from and including  December
24,  2003 to but excluding the date on which all outstanding Term Loans are paid
in full.  Accrued facility fees shall be payable in arrears on the last Business
Day  of March, June, September and December of each year, commencing on December
31,  2002, on the date(s) on which the Commitments shall have terminated and the
Lenders  shall  have  no further Revolving Credit Exposures, and on the Maturity
Date.  All  facility  fees  shall be computed on the basis of a year of 360 days
and  shall be payable for the actual number of days elapsed (including the first
day  but  excluding  the  last  day).

     (b)     Utilization  Fees.  (i)  For  any  day  prior  to  the  Commitment
             -----------------
Termination  Date on which the outstanding principal amount of the Loans and L/C
Obligations  shall  be  greater  than  an  amount  equal  to  33%  of  the total
Commitments  (and  for  any  day after the termination of all the Commitments on
which  any  Loans  or  L/C  Obligations  shall be outstanding if the outstanding
principal  amount thereof on the date the Commitments terminated shall have been
greater  than  33% of the total Commitments in effect on such date), and (ii) if
the  Borrower  has exercised the Term Loan Option, for any day on which any Term
Loans  are  outstanding,  the Borrower shall pay to the Administrative Agent for
the account of each Lender a utilization fee equal to the Applicable Utilization
Fee  Rate  multiplied by the aggregate amount of such Lender's outstanding Loans
and  applicable  Percentage  of L/C Obligations on such day.  Accrued and unpaid
utilization  fees,  if any, shall be payable in arrears on the last Business Day
of  each  March,  June,  September  and  December,  on  the date(s) on which the
Commitments  shall  have  terminated  and  there are no Loans or L/C Obligations
outstanding,  and  on the Maturity Date.  All utilization fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days  elapsed  (including  the  first  day  but  excluding  the  last  day).

     (c)     Letter  of  Credit  Fees.  Commencing  upon  the  date of issuance,
             ------------------------
increase  or  extension  of  any  Letter  of  Credit  and thereafter on the last
Business Day of each March, June, September and December, the Borrower shall pay
to  the Administrative Agent quarterly in advance, for the period until the next
Letter  of  Credit  fee  payment date, for the ratable account of the Lenders, a
non-refundable  fee equal to the Applicable Margin multiplied by the outstanding
face  amount  or  increase  of such Letter of Credit during such upcoming period
calculated  on  the basis of a 360 day year and actual days elapsed and based on
the  then  scheduled  expiration date of the Letter of Credit.  In addition, the
Borrower  shall  pay  to  the  Issuing  Bank  solely  for  the


                                       37
<PAGE>
Issuing  Bank's  account, in connection with each Letter of Credit, issuance and
administrative  fees  and  expenses for Letters of Credit as agreed from time to
time  between  the  Issuing  Bank  and  the  Borrower.

     (d)     Administrative  Agent  Fees.  The  Borrower  shall  pay  to  the
             ---------------------------
Administrative  Agent  and Lead Arranger the fees from time to time agreed to by
the  Borrower,  the  Administrative  Agent,  and  Lead  Arranger.

     (e)     Payment  of  Fees.  All fees payable hereunder shall be paid on the
             -----------------
dates  due,  in  immediately  available  funds,  to the Administrative Agent for
distribution,  in  the  case  of  facility fees, utilization fees, and Letter of
Credit  fees (other than issuance and administrative fees payable to the Issuing
Bank),  to  the  Lenders.

     Section  3.2.     Place  and  Application  of  Payments.
                       -------------------------------------

     (a)     All  payments  of  principal  of  and  interest  on  the  Loans,
Reimbursement Obligations and all fees and other amounts payable by the Borrower
under  the  Credit Documents shall be made by the Borrower to the Administrative
Agent,  for the benefit of the Lenders entitled to such payments, in immediately
available funds on the due date thereof no later than 2:00 p.m. at the office of
the  Administrative  Agent  in  Atlanta,  Georgia, or such other location as the
Administrative  Agent  may  designate  in writing to the Borrower.  Any payments
received  by the Administrative Agent from the Borrower after the time specified
in  the  preceding  sentence  shall  be deemed to have been received on the next
Business  Day.  The  Administrative  Agent will, on the same day each payment is
received  or  deemed  to have been received in accordance with this Section 3.2,
cause  to  be distributed like funds to each Lender owed an Obligation for which
such payment was received, pro rata based on the respective amounts of such type
of  Obligation  then  owing  to  each  Lender.

     (b)     If  any  payment  received  by  the  Administrative Agent under any
Credit  Document is insufficient to pay in full all amounts then due and payable
to  the  Administrative  Agent  and the Lenders under the Credit Documents, such
payment  shall  be  distributed  by  the Administrative Agent and applied by the
Administrative  Agent and the Lenders in the order set forth in Section 7.7.  In
calculating the amount of Obligations owing each Lender other than for principal
and  interest on Loans and Reimbursement Obligations and fees under Section 3.1,
the  Administrative  Agent  shall  only  be  required  to  include  such  other
Obligations  that  Lenders have certified to the Administrative Agent in writing
are  due  to  such  Lenders.

     Section  3.3.  Withholding  Taxes.
                    ------------------

     (a)     Payments  Free of Withholding.  Except as otherwise required by law
             -----------------------------
and  subject  to  Section  3.3(b),  each  payment by the Borrower to any Lender,
Issuing  Bank  or  Administrative Agent under this Agreement or any other Credit
Document  shall  be made without withholding for or on account of any present or
future  taxes  imposed  by  or  within the jurisdiction in which the Borrower is
incorporated, any jurisdiction from which the Borrower makes any payment, or (in
each  case)  any  political  subdivision or taxing authority thereof or therein,
excluding,  in  the  case  of  each  Lender, Issuing Bank and the Administrative
Agent,  the  following  taxes:


                                       38
<PAGE>

          (i)     taxes  imposed  on,  based upon, or measured by such Lender's,
     Issuing  Bank's  or  the  Administrative Agent's net income or profits, and
     branch  profits,  franchise  and  similar  taxes  imposed  on  it;

          (ii)     taxes  imposed  on  such  Lender,  Issuing  Bank  or  the
     Administrative  Agent as a result of a present or former connection between
     the  taxing  jurisdiction  and  such Lender, Issuing Bank or Administrative
     Agent,  or  any  affiliate  thereof,  as  the  case  may  be,  other than a
     connection  resulting  solely  from  the  transactions contemplated by this
     Agreement;

          (iii)     taxes  imposed  as  a result of the transfer by such Lender,
     Issuing  Bank  or Administrative Agent of its interest in this Agreement or
     any  other Credit Document or a designation by such Lender, Issuing Bank or
     the  Administrative  Agent (other than pursuant to Section 8.3(c)) of a new
     Lending  Office  (other  than  taxes  imposed  as a result of any change in
     treaty,  law  or  regulation  after such transfer of such Lender's, Issuing
     Bank's  or  the  Administrative  Agent's  interest in this Agreement or any
     other  Credit  Document  or  designation  of  a  new  Lending  Office);

          (iv)     taxes  imposed  by  the  United  States  of  America  (or any
     political  subdivision  thereof  or  tax  authority therein) upon a Lender,
     Issuing  Bank  or  Administrative  Agent  organized  under  the  laws  of a
     jurisdiction  outside  of the United States, except to the extent that such
     tax  is  imposed as a result of any change in applicable law, regulation or
     treaty (other than any addition of or change in any "anti-treaty shopping,"
     "limitation  of  benefits,"  or  similar  provision applicable to a treaty)
     after  the  date  hereof,  in  the  case  of  each  Lender, Issuing Bank or
     Administrative  Agent  originally  a  party  hereto  or, in the case of any
     Purchasing  Lender  (as  defined in Section 10.10) or other Issuing Bank or
     Administrative  Agent, after the date on which it becomes a Lender, Issuing
     Bank,  or  Administrative  Agent,  as  the  case  may  be;  or

          (v)     taxes  which  would  not  have  been  imposed  but for (a) the
     failure  of  any  Lender, the Issuing Bank, or the Administrative Agent, as
     the  case  may  be,  to  provide (I) the applicable forms prescribed by the
     Internal  Revenue  Service, as required pursuant to Section 3.3(b), or (II)
     any  other  form, certification, documentation or proof which is reasonably
     requested  by the Borrower, or (b) a determination by a taxing authority or
     a court of competent jurisdiction that a form, certification, documentation
     or  other proof provided by such Lender, Issuing Bank or the Administrative
     Agent  to  establish  an  exemption  from  such  tax,  assessment  or other
     governmental  charge  is  false;

(all  such  present  or  future taxes, excluding only the taxes described in the
preceding clauses (i) through (v), being hereinafter referred to as "Indemnified
Taxes").  If  any  such  withholding is so required, the Borrower shall make the
withholding,  pay  the amount withheld to the appropriate governmental authority
before  penalties  attach  thereto or interest accrues thereon and forthwith pay
such  additional  amount  as  may  be  necessary  to  ensure that the net amount
actually  received  by each Lender, Issuing Bank and the Administrative Agent is
free  and  clear  of such Indemnified Taxes (including Indemnified Taxes on such
additional  amount)  and  is  equal  to  the  amount  that


                                       39
<PAGE>
such Lender, Issuing Bank or the Administrative Agent (as the case may be) would
have  received  had  withholding  of  any  Indemnified Tax not been made. If the
Borrower  pays any Indemnified Taxes, or any penalties or interest in connection
therewith,  it  shall  deliver  official  tax receipts evidencing the payment or
certified copies thereof, or other evidence of payment if such tax receipts have
not  yet  been  received by the Borrower (with such tax receipts to be delivered
within  fifteen (15) days after being actually received), to the Lender, Issuing
Bank  or  the  Administrative  Agent  on whose account such withholding was made
(with  a  copy to the Administrative Agent if not the recipient of the original)
within  fifteen  (15) days of such payment. If the Administrative Agent, Issuing
Bank  or  any Lender pays any Indemnified Taxes, or any penalties or interest in
connection  therewith,  the  Borrower  shall reimburse the Administrative Agent,
Issuing  Bank  or that Lender for the payment on demand in the currency in which
such  payment  was  made.  Such Lender, Issuing Bank or the Administrative Agent
shall  make  written demand on the Borrower for reimbursement hereunder no later
than  ninety  (90)  days after the earlier of (i) the date on which such Lender,
Issuing Bank or the Administrative Agent makes payment of the Indemnified Taxes,
penalties and interest, and (ii) the date on which the relevant taxing authority
or  other  governmental authority makes written demand upon such Lender, Issuing
Bank or the Administrative Agent for payment of the Indemnified Taxes, penalties
and  interest.  Any  such  demand  shall  describe  in  reasonable  detail  such
Indemnified  Taxes,  penalties or interest, including the amount thereof if then
known to such Lender, Issuing Bank, or the Administrative Agent, as the case may
be.  In  the  event  that  such Lender, Issuing Bank or the Administrative Agent
fails  to give the Borrower timely notice as provided herein, the Borrower shall
not  have  any  obligation  to  pay  such  claim  for  reimbursement.

     (b)     U.S.  Withholding  Tax Exemptions.  Upon the written request of the
             ---------------------------------
Borrower  or the Administrative Agent, each Lender or Issuing Bank that is not a
United  States  person  (as  such  term is defined in Section 7701(a)(30) of the
Code)  shall submit to the Borrower and the Administrative Agent, promptly after
such request, two duly completed and signed copies of either Form W-8 BEN or any
successor  form  (entitling  such Lender or Issuing Bank to a complete exemption
from  withholding under the Code on all amounts to be received by such Lender or
Issuing  Bank, including fees, pursuant to the Credit Documents) or Form W-8 ECI
or  any successor form (relating to all amounts to be received by such Lender or
Issuing  Bank,  including  fees, pursuant to the Credit Documents) of the United
States  Internal  Revenue  Service,  and  any  other  form  of the United States
Internal  Revenue  Service  reasonably  necessary  to  accomplish exemption from
withholding  obligations or to facilitate the Administrative Agent's performance
under  this  Agreement.  Thereafter  and  from time to time, each such Lender or
Issuing  Bank  shall  submit  to  the Borrower and the Administrative Agent such
additional  duly  completed  and  signed copies of such forms (or such successor
forms as shall be adopted from time to time by the relevant United States taxing
authorities)  as  may  be  required  under  then-current  United  States  law or
regulations  to  avoid United States withholding taxes on payments in respect of
all  amounts  to  be  received  by  such Lender or Issuing Bank, including fees,
pursuant to the Credit Documents.  Upon the request of the Borrower, each Lender
or  Issuing  Bank  that is a United States person shall submit to the Borrower a
certificate  to  the  effect  that  it  is  such  a  United  States  person.

     (c)     Inability of Lender to Submit Forms.  If any Lender or Issuing Bank
             -----------------------------------
determines  in  good  faith,  as  a  result  of  any  change  in applicable law,
regulation  or  treaty,  or  in  any  official


                                       40
<PAGE>
application  or  interpretation  thereof, that (i) it is unable to submit to the
Borrower  or  Administrative  Agent  any form or certificate that such Lender or
Issuing  Bank  is obligated to submit pursuant to subsection (b) of this Section
3.3,  (ii)  it  is  required  to withdraw or cancel any such form or certificate
previously  submitted,  or  (iii) any such form or certificate otherwise becomes
ineffective or inaccurate, such Lender or Issuing Bank shall promptly notify the
Borrower  and  Administrative Agent of such fact, and the Lender or Issuing Bank
shall  to  that  extent not be obligated to provide any such form or certificate
and  will be entitled to withdraw or cancel any affected form or certificate, as
applicable.

     (d)     Refund of Taxes.  If any Lender, Issuing Bank or the Administrative
             ---------------
Agent  becomes aware that it has received a refund of any Indemnified Tax or any
tax  referred to in Section 10.3 with respect to which the Borrower has paid any
amount  pursuant  to this Section 3.3 or Section 10.3, such Lender, Issuing Bank
or  the  Administrative Agent shall pay the amount of such refund (including any
interest received with respect thereto) to the Borrower within fifteen (15) days
after  receipt  thereof.  A  Lender,  Issuing  Bank, or the Administrative Agent
shall  provide, at the sole cost and expense of the Borrower, such assistance as
the  Borrower may reasonably request in order to obtain such a refund; provided,
however,  that  neither  the Administrative Agent nor any Lender or Issuing Bank
shall  in any event be required to disclose any information to the Borrower with
respect  to  the overall tax position of the Administrative Agent, Issuing Bank,
or  such  Lender.


ARTICLE 4.     CONDITIONS PRECEDENT.

     Section  4.1.  Initial  Borrowing. The obligation of each Lender to advance
                    ------------------
the initial Loans hereunder, and of the Issuing Bank to issue the initial Letter
of  Credit  hereunder,  on  or after the Initial Availability Date is subject to
satisfaction  of  the  following  conditions  precedent:

     (a)     The  Administrative  Agent  shall  have  received  duly  executed
counterparts  of  this  Agreement  and  the  following all in form and substance
reasonably  satisfactory to the Administrative Agent and in sufficient number of
signed  counterparts,  where  applicable,  to  provide  one  for  each  Lender:

          (i)     Certificates of Officers.  Certificates of the Secretary or an
                  ------------------------
     Assistant  Secretary  of the Borrower containing specimen signatures of the
     persons  authorized to execute Credit Documents on the Borrower's behalf or
     any  other  documents  provided  for  herein  or therein, together with (x)
     copies  of  resolutions of the Board of Directors or other appropriate body
     of  the  Borrower  authorizing  the  execution  and  delivery of the Credit
     Documents,  (y)  copies  of  the  Borrower's  Memorandum  and  Articles  of
     Association  and  other  publicly  filed  organizational  documents  in its
     jurisdiction  of organization and bylaws and other governing documents, and
     (z)  a  certificate of incorporation and good standing from the appropriate
     governing  agency  of  the  Borrower's  jurisdiction  of  organization;


                                       41
<PAGE>
          (ii)     Regulatory  Filings  and  Approvals.  Copies of all necessary
                   -----------------------------------
     governmental  and  third  party  approvals,  registrations,  and filings in
     respect  of  the  transactions  contemplated  by  this  Agreement;

          (iii)     Insurance  Certificate.  An  insurance certificate dated not
                    ----------------------
     more  than  ten  (10)  days prior to the Initial Availability Date from the
     Borrower  describing  in  reasonable detail the insurance maintained by the
     Borrower  and  its  Subsidiaries  as  required  by  this  Agreement;

          (iv)     Opinions  of  Counsel.  The  opinions of (x) Baker Botts LLP,
                   ---------------------
     counsel  for  the  Borrower,  in  the  form  of  Exhibit  4.1A, (y) William
                                                      -------------
     Turcotte, Associate General Counsel of the Borrower, in the form of Exhibit
                                                                         -------
     4.1B, and (z) Walkers, Cayman Islands counsel for the Borrower, in the form
     ----
     of  Exhibit  4.1C;
         -------------

          (v)     Closing  Certificate.  Certificate  of the President or a Vice
                  --------------------
     President  of  the  Borrower  as  to the satisfaction of all conditions set
     forth  in  this  Section  4.1;  and

          (vi)     Existing  364-Day  Revolving  Credit Facility.  Evidence that
                   ---------------------------------------------
     all  commitments of the lenders under the Existing 364-Day Revolving Credit
     Facility  are  being terminated, and all amounts then outstanding under the
     Existing  364-Day  Revolving  Credit  Facility  are  being  paid  in  full,
     simultaneously  on  the  Initial  Availability  Date.

     (b)     Each  of the representations and warranties of the Borrower and its
Subsidiaries  set  forth  herein and in the other Credit Documents shall be true
and correct in all material respects as of the time of such Borrowing, except to
the extent that any such representation or warranty relates solely to an earlier
date, in which case it shall have been true and correct in all material respects
as  of  such  earlier  date;

     (c)     No  Default  or  Event  of  Default  shall  have  occurred  and  be
continuing;  and

     (d)     Payment of all fees and all expenses incurred through the Effective
Date  then  due and owing to the Administrative Agent, the Lenders, and the Lead
Arranger  pursuant  to  this Agreement and as otherwise agreed in writing by the
Borrower.

     Section 4.2. All Borrowings and Conversion to Term Loans. The obligation of
                  -------------------------------------------
each Lender to make any advance of any Loan and to convert outstanding Revolving
Loans  to  Term  Loans pursuant to Section 2.3, and of the Issuing Bank to issue
any  Letter  of  Credit  hereunder  (including any increase in the amount of, or
extension  of  the  expiration  date  of,  any  Letter  of Credit) is subject to
satisfaction  of  the  following  conditions  precedent (but subject to Sections
2.4(c)  and  2.14(c)):

     (a)     Notices.  The  Administrative  Agent shall have received (i) in the
             -------
case  of  any  Loan,  the  Borrowing  Request  required by the first sentence of
Section  2.4(a), or the Competitive Bid Request and notice of acceptance thereof
pursuant  to Section 2.5, as the case may be, (ii) in the case of any conversion
of  Revolving  Loans  to  Term  Loans  pursuant  to  Section  2.3,  the


                                       42
<PAGE>
written  notice  as  to  the  exercise  of  the Term Loan Option as specified in
Section  2.3,  and (iii) in the case of the issuance, extension or increase of a
Letter  of  Credit,  the  Issuing  Bank  and the Administrative Agent shall have
received  a  duly  completed Issuance Request and Application for such Letter of
Credit,  as  the  case  may  be,  meeting  the  requirements of Section 2.14(b);

     (b)     Warranties  True  and  Correct.  In  the  case of any conversion of
             ------------------------------
Revolving  Loans  to  Term  Loans  pursuant  to  Section  2.3,  or  any advance,
Borrowing,  or  issuance  or increase of any Letter of Credit that increases the
aggregate amount of Loans and L/C Obligations outstanding after giving effect to
such advance, Borrowing or issuance or increase, each of the representations and
warranties  of  the  Borrower  and its Subsidiaries set forth herein (other than
those  set  forth  in  Sections  5.4 and 5.10) and in the other Credit Documents
shall  be  true  and  correct  in  all  material respects as of the time of such
advance, Borrowing, or issuance or increase of any Letter of Credit, except as a
result  of  the  transactions  expressly  permitted  hereunder or thereunder and
except  to the extent that any such representation or warranty relates solely to
an  earlier  date,  in  which  case  it  shall have been true and correct in all
material  respects  as  of  such  earlier  date;

     (c)     No Default.  No Default or Event of Default shall have occurred and
             ----------
be  continuing or would occur as a result of any such Borrowing or conversion of
Revolving  Loans  to  Term  Loans  pursuant  to  Section  2.3;  or

     (d)     Regulations  U  and  X.  The  Borrowing  to be made by the Borrower
             ----------------------
shall  not  result  in  the  Borrower  or  any  Lender  or Issuing Bank being in
non-compliance  with  or  in  violation  of  Regulation  U  or X of the Board of
Governors  of  the  Federal  Reserve  System.

Each  acceptance  by  the  Borrower of an advance of any Loan, the conversion of
Revolving Loans to Term Loans, or of the issuance of, increase in the amount of,
or extension of the expiration date of, a Letter of Credit shall be deemed to be
a  representation  and  warranty by the Borrower on the date of such acceptance,
that  all  conditions  precedent to such Borrowing set forth in this Section 4.2
and in Section 4.1 with respect to the initial Borrowings hereunder have (except
to  the  extent  waived  in  accordance with the terms hereof) been satisfied or
fulfilled  unless the Borrower gives to the Administrative Agent and the Lenders
written  notice  to  the  contrary,  in  which case none of the Lenders shall be
required  to  fund  or  convert  such  Loans,  and the Issuing Bank shall not be
required  to issue, increase the amount of or extend the expiration date of such
Letter  of  Credit,  unless the Required Lenders shall have previously waived in
writing  such  non-compliance.

ARTICLE 5.     REPRESENTATIONS AND WARRANTIES.

     The  Borrower  represents  and  warrants  to  each Lender, Issuing Bank and
Administrative  Agent  as  follows:

     Section  5.1. Corporate Organization. The Borrower and each of its material
                   ----------------------
Subsidiaries: (i) is duly organized and existing in good standing under the laws
of  the  jurisdiction  of its organization; (ii) has all necessary company power
and  authority  to  own  the  property  and  assets  it uses in its business and
otherwise  to  carry  on  its  present  business;  and  (iii)  is  duly


                                       43
<PAGE>
licensed  or  qualified  and  in good standing in each jurisdiction in which the
nature  of  the business transacted by it or the nature of the property owned or
leased  by  it makes such licensing or qualification necessary, except where the
failure  to  be  so licensed or qualified or to be in good standing, as the case
may  be,  would  not  have  a  Material  Adverse  Effect.

     Section  5.2.  Power  and  Authority;  Validity.  The  Borrower  has  the
                    --------------------------------
organizational  power  and authority to execute, deliver and carry out the terms
and  provisions  of  the  Credit  Documents  and has taken all necessary company
action  to  authorize  the  execution,  delivery  and performance of such Credit
Documents. The Borrower has duly executed and delivered each Credit Document and
each such Credit Document constitutes the legal, valid and binding obligation of
the  Borrower enforceable against it in accordance with its terms, subject as to
enforcement  only to bankruptcy, insolvency, reorganization, moratorium or other
similar  laws  affecting  the  enforcement  of  creditors'  rights generally and
equitable  principles.

     Section  5.3.  No Violation. Neither the execution, delivery or performance
                    ------------
by  the Borrower of the Credit Documents nor compliance by it with the terms and
provisions  thereof, nor the consummation by it of the transactions contemplated
herein  or  therein,  will (i) contravene in any material respect any applicable
provision  of  any  law,  statute,  rule or regulation, or any applicable order,
writ,  injunction  or  decree of any court or governmental instrumentality, (ii)
conflict  with or result in any breach of any term, covenant, condition or other
provision  of,  or  constitute  a  default  under,  or result in the creation or
imposition  of  (or  the obligation to create or impose) any Lien other than any
Permitted  Lien upon any of the property or assets of the Borrower or any of its
Subsidiaries  under,  the  terms of any material contractual obligation to which
the  Borrower  or  any of its Subsidiaries is a party or by which they or any of
their  properties  or assets are bound or to which they may be subject, or (iii)
violate  or  conflict  with  any  provision  of  the  Memorandum and Articles of
Association,  charter,  articles or certificate of incorporation, partnership or
limited  liability  company  agreement,  by-laws, or other applicable governance
documents  of  the  Borrower  or  any  of  its  Subsidiaries.

     Section  5.4.  Litigation.  There  are  no  actions,  suits, proceedings or
                    ----------
counterclaims  (including, without limitation, derivative or injunctive actions)
pending or, to the knowledge of the Borrower, threatened against the Borrower or
any  of  its  Subsidiaries that are reasonably likely to have a Material Adverse
Effect.

     Section  5.5.  Use  of  Proceeds;  Margin  Regulations.
                    ---------------------------------------

     (a)     Use  of  Proceeds.  The  proceeds  of  the Loans and the Letters of
             -----------------
Credit shall only be used for general corporate purposes of the Borrower and its
Subsidiaries.

     (b)     Margin  Stock.  Neither the Borrower nor any of its Subsidiaries is
             -------------
engaged  in  the  business  of extending credit for the purpose of purchasing or
carrying  margin  stock.  No proceeds of the Loans or the Letters of Credit will
be  used  for  a  purpose  which  violates Regulations T, U or X of the Board of
Governors  of  the Federal Reserve System.  After application of the proceeds of
the Loans, the issuance of the Letters of Credit, and any acquisitions permitted
hereunder,  less  than  25%  of  the  assets  of  each  of  the Borrower and its


                                       44
<PAGE>
Subsidiaries consists of "margin stock" (as defined in Regulation U of the Board
of  Governors  of  the  Federal  Reserve  System).

     Section  5.6.  Investment  Company Act. Neither the Borrower 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  5.7.  Public Utility Holding Company Act. Neither the Borrower 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,"  within  the  meaning of the Public Utility
Holding  Company  Act  of  1935,  as  amended.

     Section  5.8.  True and Complete Disclosure. All factual information (taken
                    ----------------------------
as  a  whole) furnished by the Borrower or any of its Subsidiaries in writing to
the Administrative Agent or any Lender in connection with any Credit Document or
the  Confidential Information Memorandum or any transaction contemplated therein
did  not, as of the date such information was furnished (or, if such information
expressly  related  to  a  specific date, as of such specific date), contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to make the statements therein (taken as a whole), in light of the circumstances
under  which  such  information  was  furnished, not misleading, except for such
statements, if any, as have been updated, corrected, supplemented, superseded or
modified pursuant to a written correction or supplement furnished to the Lenders
prior  to  the  date  of  this  Agreement.

     Section  5.9.  Financial  Statements.  The  financial statements heretofore
                    ---------------------
delivered  to  the  Lenders  for  the Borrower's fiscal year ending December 31,
2001,  and  for  the  Borrower's  fiscal  quarter and year-to-date period ending
September  30,  2002,  have  been  prepared in accordance with GAAP applied on a
basis  consistent,  except  as  otherwise  noted  therein,  with  the Borrower's
financial  statements  for  the  previous fiscal year. Such annual and quarterly
financial  statements  fairly  present  on  a  consolidated  basis the financial
position  of the Borrower as of the dates thereof, and the results of operations
for  the periods indicated, subject in the case of interim financial statements,
to  normal  year-end  audit  adjustments  and  omission of certain footnotes (as
permitted  by  the  SEC).  As  of  the  Effective  Date,  the  Borrower  and its
Subsidiaries,  considered  as a whole, had no material contingent liabilities or
material  Indebtedness  required  under  GAAP  to be disclosed in a consolidated
balance  sheet  of  the  Borrower  that  were  not  disclosed  in  the financial
statements  referred to in this Section 5.9 or in the notes thereto or disclosed
in  writing  to  the  Administrative Agent (with a request to the Administrative
Agent  to  distribute  such  disclosure  to  the  Lenders).

     Section  5.10.  No  Material Adverse Change. There has occurred no event or
                     ---------------------------
effect  that  has had or could reasonably be expected to have a Material Adverse
Effect.

     Section 5.11. Labor Controversies. There are no labor controversies pending
                   -------------------
or,  to  the  best knowledge of the Borrower, threatened against the Borrower or
any  of  its  Subsidiaries  that could reasonably be expected to have a Material
Adverse  Effect.


                                       45
<PAGE>
     Section  5.12.  Taxes.  The  Borrower  and  its Subsidiaries have filed all
                     -----
United  States  federal  income  tax returns, and all other material tax returns
required  to  be  filed,  whether  in  the  United  States  or  in  any  foreign
jurisdiction,  and  have  paid all governmental taxes, rates, assessments, fees,
charges  and  levies (collectively, "Taxes") shown to be due and payable on such
returns  or on any assessments made against Borrower and its Subsidiaries or any
of  their  properties  (other than any such assessments, fees, charges or levies
that  are  not  more  than ninety (90) days past due, or which can thereafter be
paid  without penalty, or which are being contested in good faith by appropriate
proceedings  and  for which reserves have been provided in conformity with GAAP,
or  which the failure to pay could not reasonably be expected to have a Material
Adverse  Effect).

     Section  5.13.  ERISA.  With  respect  to  each  Plan, the Borrower and its
                     -----
Subsidiaries  have  fulfilled  their  obligations  under  the  minimum  funding
standards  of,  and  are  in compliance in all material respects with, ERISA and
with  the  Code  to  the  extent  applicable  to  it,  and have not incurred any
liability under Title IV of ERISA to the PBGC other than a liability to the PBGC
for  premiums  under Section 4007 of ERISA, except as described in Schedule 5.13
and  in  each  case  with such exceptions as could not reasonably be expected to
have  a  Material Adverse Effect. As of the Effective Date, neither the Borrower
nor  any  of its Subsidiaries has any material contingent liability with respect
to  any  post-retirement  benefits  under a welfare plan subject to ERISA, other
than liability for continuation coverage described in Part 6 of Title I of ERISA
and  as  disclosed  in  the  financial statements of the Borrower for the fiscal
quarter  ending  September  30,  2002,  described  in  Section 5.9, or any other
liability  that  could  not  reasonably  be  expected to have a Material Adverse
Effect.

     Section  5.14. Consents. On the Initial Availability Date, all consents and
                    --------
approvals  of, and filings and registrations with, and all other actions of, all
governmental  agencies,  authorities  or instrumentalities required to have been
obtained  or  made  by  the Borrower in order to obtain the Loans and Letters of
Credit hereunder have been or will have been obtained or made and are or will be
in  full  force  and  effect.

     Section  5.15.  Insurance.  The  Borrower  and  its  material  Subsidiaries
                     ---------
currently  maintain  in  effect, with responsible insurance companies, insurance
against  any  loss  or  damage to all insurable property and assets owned by it,
which  insurance  is  of  a character and in or in excess of such amounts as are
customarily  maintained  by  companies  similarly  situated  and  operating like
property  or  assets  (subject  to self-insured retentions and deductibles), and
insurance  with  respect  to  employers'  and public and product liability risks
(subject  to  self-insured  retentions  and  deductibles).

     Section  5.16. Intellectual Property. The Borrower and its Subsidiaries own
                    ---------------------
or  hold  valid  licenses  to  use all the patents, trademarks, permits, service
marks,  and  trade  names that are necessary to the operation of the business of
the  Borrower  and  its  Subsidiaries  as  presently conducted, except where the
failure  to  own,  or  hold  valid  licenses  to  use, such patents, trademarks,
permits, service marks, and trade names could not reasonably be expected to have
a  Material  Adverse  Effect.


                                       46
<PAGE>
     Section 5.17. Ownership of Property. The Borrower and its Subsidiaries have
                   ---------------------
good  title  to  or a valid leasehold interest in all of their real property and
good  title  to,  or a valid leasehold interest in, all of their other property,
subject  to  no  Liens  except Permitted Liens, except where the failure to have
such  title  or  leasehold  interest  in  such  property could not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     Section  5.18.  Compliance  with  Statutes,  Etc.  The  Borrower  and  its
                     ---------------------------------
Subsidiaries  are  in  compliance  with all applicable statutes, regulations and
orders  of, and all applicable restrictions imposed by, all governmental bodies,
domestic  and  foreign,  in  respect  of the conduct of their businesses and the
ownership  of  their  properties, except for such instances of non-compliance as
could  not  reasonably  be expected to, individually or in the aggregate, have a
Material  Adverse  Effect.

     Section  5.19.  Environmental  Matters.
                     ----------------------

     (a)     Compliance  with  Environmental  Laws.  Except  as  described  in
             -------------------------------------
Schedule  5.19,  the  Borrower  and  its Subsidiaries are in compliance with all
--------------
applicable  Environmental  Laws and the requirements of any permits issued under
such  Environmental  Laws,  except for such instances of non-compliance as could
not  reasonably  be  expected  to  have  a Material Adverse Effect.  To the best
knowledge  of  the  Borrower,  there  are  no  pending,  past  or  threatened
Environmental  Claims  against  the  Borrower  or any of its Subsidiaries on any
property  owned or operated by the Borrower or any of its Subsidiaries except as
described in Schedule 5.19 or except as could not reasonably be expected to have
             -------------
a  Material Adverse Effect.  To the best knowledge of the Borrower, there are no
conditions  or  occurrences on any property owned or operated by the Borrower or
any  of  its Subsidiaries or on any property adjoining or in the vicinity of any
such  property  that  could  reasonably  be  expected  to  form  the basis of an
Environmental  Claim against the Borrower or any of its Subsidiaries or any such
property  that  individually or in the aggregate could reasonably be expected to
have  a  Material  Adverse  Effect.

     (b)     Hazardous  Materials.  To the best of the Borrower's knowledge, (i)
             --------------------
Hazardous Materials have not at any time been generated, used, treated or stored
on, or transported to or from, any property owned or operated by the Borrower or
any  of  its  Subsidiaries  in a manner that has violated or could reasonably be
expected to violate any Environmental Law, and (ii) Hazardous Materials have not
at  any  time  been  released  on  or from any property owned or operated by the
Borrower or any of its Subsidiaries, in the case of both (i) and (ii), with such
exceptions  as  could  not  reasonably  be  expected  to have a Material Adverse
Effect.

     Section  5.20. Existing Indebtedness. Schedule 5.20 contains a complete and
                    ---------------------  -------------
accurate  list  of  all  Indebtedness outstanding as of the Effective Date, with
respect to the Borrower and its Subsidiaries, in each case in a principal amount
of  $20,000,000  or  more (other than the Obligations hereunder and Indebtedness
permitted  by  Section 6.11(b) through (k)) and permitted by Section 6.11(a), in
each  case  showing  the  aggregate  principal  amount  thereof, the name of the
respective borrower and any other entity which directly or indirectly guaranteed
such  Indebtedness,  and  the  scheduled  payments  of  such  Indebtedness.


                                       47
<PAGE>
     Section  5.21.  Existing  Liens.  Schedule  5.21  contains  a  complete and
                     ---------------   --------------
accurate list of all Liens outstanding as of the Effective Date, with respect to
the  Borrower  and  its Subsidiaries where the Indebtedness or other obligations
secured by such Lien is in a principal amount of $20,000,000 or more (other than
the  Liens  permitted  by Section 6.10(b) through (r)), and permitted by Section
6.10(a), in each case showing the name of the Person whose assets are subject to
such  Lien,  the aggregate principal amount of the Indebtedness secured thereby,
and  a description of the Agreements or other instruments creating, granting, or
otherwise  giving  rise  to  such  Lien.

ARTICLE 6.     COVENANTS.

     The  Borrower  covenants  and  agrees  that,  so  long  as  any Loan, Note,
Commitment,  or L/C Obligation is outstanding hereunder, or any other Obligation
is  due  and  payable  hereunder:

     Section  6.1.  Corporate  Existence.  Each of the Borrower and its material
                    --------------------
Subsidiaries will preserve and maintain its organizational existence, except (i)
for the dissolution of any material Subsidiaries whose assets are transferred to
the  Borrower  or  any  of its Subsidiaries, (ii) where the failure to preserve,
renew or keep in full force and effect the existence of any Subsidiary could not
reasonably  be expected to have a Material Adverse Effect, or (iii) as otherwise
expressly  permitted  in  this  Agreement.

     Section  6.2.  Maintenance.  Each  of  the  Borrower  and  its  material
                    -----------
Subsidiaries  will  maintain,  preserve  and  keep  its properties and equipment
necessary  to  the  proper  conduct  of  its business in reasonably good repair,
working  order  and condition (normal wear and tear excepted) and will from time
to time make all reasonably necessary repairs, renewals, replacements, additions
and  betterments  thereto so that at all times such properties and equipment are
reasonably  preserved and maintained, in each case with such exceptions as could
not, individually or in the aggregate, be reasonably expected to have a Material
Adverse  Effect;  provided,  however,  that  nothing  in  this Section 6.2 shall
prevent the Borrower or any material Subsidiary from discontinuing the operation
or maintenance of any such properties or equipment if such discontinuance is, in
the  judgment  of  the  Borrower  or  any  material  Subsidiary,  as applicable,
desirable  in  the  conduct  of  their  businesses.

     Section 6.3. Taxes. Each of the Borrower and its Subsidiaries will duly pay
                  -----
and  discharge  all  Taxes upon or against it or its properties before penalties
accrue  thereon  (or,  if  later, within ninety (90) days of becoming past due),
unless  and to the extent that (i) the same is being contested in good faith and
by appropriate proceedings and reserves have been established in conformity with
GAAP,  or  (ii)  the  failure  to  effect  such  payment  or discharge could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     Section  6.4.  ERISA. Each of the Borrower and its Subsidiaries will timely
                    -----
pay  and  discharge  all  obligations  and  liabilities  arising  under ERISA or
otherwise  with  respect  to  each  Plan  of  a  character  which  if  unpaid or
unperformed  might  result  in  the  imposition  of  a material Lien against any
properties  or  assets  of  the  Borrower  or  any  material Subsidiary and will
promptly  notify  the  Administrative  Agent  upon  an  officer  of the Borrower
becoming  aware  thereof,  of  (i)  the  occurrence  of any reportable event (as
defined  in  ERISA)  relating  to  a  Plan


                                       48
<PAGE>
(other  than  a  multi-employer plan, as defined in ERISA), so long as the event
thereunder could reasonably be expected to have a Material Adverse Effect, other
than  any  such  event  with  respect  to  which  the  PBGC has waived notice by
regulation;  (ii)  receipt  of  any  notice  from  PBGC of its intention to seek
termination  of  any Plan or appointment of a trustee therefor; (iii) Borrower's
or  any of its Subsidiaries' intention to terminate or withdraw from any Plan if
such  termination  or  withdrawal  would  result  in liability under Title IV of
ERISA, unless such termination or withdrawal could not reasonably be expected to
have  a  Material  Adverse  Effect;  and (iv) the receipt by the Borrower or its
Subsidiaries  of  notice of the occurrence of any event that could reasonably be
expected to result in the incurrence of any liability (other than for benefits),
fine  or  penalty  to the Borrower and/or to the Borrower's Subsidiaries, or any
plan  amendment  that  could  reasonably  be expected to increase the contingent
liability  of the Borrower and its Subsidiaries, taken as a whole, in connection
with any post-retirement benefit under a welfare plan (subject to ERISA), unless
such  event  or  amendment  could  not reasonably be expected to have a Material
Adverse  Effect. The Borrower will also promptly notify the Administrative Agent
of (i) any material contributions to any Foreign Plan that have not been made by
the  required due date for such contribution if such default could reasonably be
expected  to  have  a Material Adverse Effect; (ii) any Foreign Plan that is not
funded  to  the extent required by the law of the jurisdiction whose law governs
such Foreign Plan based on the actuarial assumptions reasonably used at any time
if  such  underfunding  (together  with  any  penalties  likely to result) could
reasonably be expected to have a Material Adverse Effect, and (iii) any material
change anticipated to any Foreign Plan that could reasonably be expected to have
a  Material  Adverse  Effect.

     Section  6.5. Insurance. Each of the Borrower and its material Subsidiaries
                   ---------
will  maintain  or cause to be maintained, with responsible insurance companies,
insurance  against any loss or damage to all insurable property and assets owned
by  it,  such insurance to be of a character and in or in excess of such amounts
as are customarily maintained by companies similarly situated and operating like
property or assets (subject to self-insured retentions and deductibles) and will
(subject  to  self-insured  retentions  and deductibles) maintain or cause to be
maintained insurance with respect to employers' and public and product liability
risks.

     Section  6.6.  Financial  Reports  and  Other  Information.
                    -------------------------------------------

     (a)     Periodic  Financial  Statements and Other Documents.  The Borrower,
             ---------------------------------------------------
its  Subsidiaries  and  any  SPVs  will  maintain a system of accounting in such
manner  as  will  enable  preparation of financial statements in accordance with
GAAP  and  will  furnish  to  the  Lenders  and  their  respective  authorized
representatives  such  information about the business and financial condition of
the  Borrower,  its  Subsidiaries  and  any  SPVs  as  any Lender may reasonably
request;  and,  without  any  request, will furnish to the Administrative Agent:

          (i)     within  sixty  (60)  days  after  the end of each of the first
     three  (3)  fiscal  quarters  of  each  fiscal  year  of  the Borrower, the
     consolidated  balance  sheet of the Borrower and its Subsidiaries as at the
     end  of  such  fiscal  quarter  and  the related consolidated statements of
     income  and retained earnings and of cash flows for such fiscal quarter and
     for  the  portion of the fiscal year ended with the last day of such fiscal
     quarter,  all  of  which shall be in reasonable detail or in the form filed
     with  the  SEC,  and  certified


                                       49
<PAGE>
     by the chief financial officer of the Borrower that they fairly present the
     financial  condition  of  the Borrower and its Subsidiaries as of the dates
     indicated  and  the  results  of their operations and changes in their cash
     flows  for  the  periods  indicated  and  that  they  have been prepared in
     accordance  with  GAAP,  in  each  case,  subject  to normal year-end audit
     adjustments  and  the  omission  of  any  footnotes as permitted by the SEC
     (delivery to the Administrative Agent of a copy of the Borrower's Form 10-Q
     filed  with  the  SEC  (without  exhibits)  in  any  event will satisfy the
     requirements  of  this  subsection  subject  to  Section  6.6(b));

          (ii)     within  one  hundred  twenty (120) days after the end of each
     fiscal year of the Borrower, the consolidated balance sheet of the Borrower
     and  its  Subsidiaries  as  at  the end of such fiscal year and the related
     consolidated  statements  of income and retained earnings and of cash flows
     for  such fiscal year and setting forth consolidated comparative figures as
     of  the end of and for the preceding fiscal year, audited by an independent
     nationally-recognized  accounting  firm  and in the form filed with the SEC
     (delivery to the Administrative Agent of a copy of the Borrower's Form 10-K
     filed  with  the  SEC  (without  exhibits)  in  any  event will satisfy the
     requirements  of  this  subsection  subject  to  Section  6.6(b));

          (iii)     commencing  with  fiscal  year  2001, to the extent actually
     prepared and approved by the Borrower's board of directors, a projection of
     Borrower's  consolidated  balance  sheet  and consolidated income, retained
     earnings  and cash flows for its current fiscal year showing such projected
     budget for each fiscal quarter of the Borrower ending during such year; and

          (iv)     within  ten  (10)  days  after the sending or filing thereof,
     copies  of  all  financial  statements,  projections,  documents  and other
     communications  that  the  Borrower  sends to its stockholders generally or
     files  with  the SEC or any similar governmental authority (and is publicly
     available).


The  Administrative  Agent  will forward promptly to the Lenders the information
provided  by  the  Borrower  pursuant  to  (i)  through  (iv)  above.

     (b)     Compliance Certificates.  Each financial statement furnished to the
             -----------------------
Lenders  pursuant  to  subsections  (i)  and (ii) of Section 6.6(a) shall be (i)
accompanied  by  additional information setting forth calculations excluding the
effects  of any SPVs and containing such calculations for any SPVs as reasonably
requested  by  the  Administrative  Agent, and (ii) accompanied by (x) a written
certificate signed by the Borrower's chief financial officer (or other financial
officer  of the Borrower), in his or her capacity as such, to the effect that no
Default  or  Event  of  Default  then exists or, if any such Default or Event of
Default  exists  as of the date of such certificate, setting forth a description
of  such Default or Event of Default and specifying the action, if any, taken by
the Borrower to remedy the same, and (y) a Compliance Certificate in the form of
Exhibit  6.6 showing the Borrower's compliance with certain of the covenants set
------------
forth  herein.


                                       50
<PAGE>
     (c)     Management  Letters.  Promptly  upon  receipt thereof, the Borrower
             -------------------
will  provide the Administrative Agent with a copy of each report or "management
letter"  submitted to the Borrower by its independent accountants or auditors in
connection  with  any annual, interim or special audit made by them of the books
and  records  of  the  Borrower.

     (d)     Notice  of  Events  Relating  to  Environmental  Laws  and  Claims.
             ------------------------------------------------------------------
Promptly  after  any  officer  of  the  Borrower obtains knowledge of any of the
following,  the  Borrower  will  provide  the  Administrative Agent with written
notice in reasonable detail of any of the following that, individually or in the
aggregate,  could  reasonably  be  expected  to  have a Material Adverse Effect:

          (i)     any  pending  or  threatened  Environmental  Claim against the
     Borrower,  any  of  its  Subsidiaries  or  any SPV or any property owned or
     operated  by  the  Borrower,  any  of  its  Subsidiaries  or  any  SPV;

          (ii)     any condition or occurrence on any property owned or operated
     by  the  Borrower,  any  of  its  Subsidiaries  or  any SPV that results in
     noncompliance  by the Borrower, any of its Subsidiaries or any SPV with any
     Environmental  Law;  and

          (iii)     the  taking  of  any material remedial action in response to
     the  actual  or  alleged presence of any Hazardous Material on any property
     owned or operated by the Borrower, any of its Subsidiaries or any SPV other
     than  in  the  ordinary  course  of  business.

     (e)     Notices  of  Default, Litigation, Etc.  The Borrower will promptly,
             -------------------------------------
and  in  any  event  within  five (5) Days, after an officer of the Borrower has
knowledge  thereof, give written notice to the Administrative Agent of (who will
in turn provide notice to the Lenders of):  (i) the occurrence of any Default or
Event  of  Default;  (ii)  any litigation or governmental proceeding of the type
described  in  Section  5.4;  (iii)  any  circumstance  that  has  had  or could
reasonably be expected to have a Material Adverse Effect; (iv) the occurrence of
any  event which has resulted in a breach of, or is likely to result in a breach
of,  Sections 6.16 or 6.17; and (v) any notice received by it, any Subsidiary or
any  SPV  from  the holder(s) of Indebtedness of the Borrower, any Subsidiary or
any  SPV  in  an amount which, in the aggregate, exceeds $50,000,000, where such
notice  states  or claims the existence or occurrence of any default or event of
default with respect to such Indebtedness under the terms of any indenture, loan
or  credit agreement, debenture, note, or other document evidencing or governing
such  Indebtedness.

     Section  6.7.  Lender  Inspection  Rights.  Upon reasonable notice from the
                    --------------------------
Administrative  Agent or any Lender, the Borrower will permit the Administrative
Agent or any Lender (and such Persons as the Administrative Agent or such Lender
may  reasonably  designate)  during  normal business hours at such entity's sole
expense  unless  a  Default  or  Event  of  Default  shall  have occurred and be
continuing,  in  which event at the Borrower's expense, to visit and inspect any
of  the properties of the Borrower or any of its Subsidiaries, to examine all of
their  books  and records, to make copies and extracts therefrom, and to discuss
their  respective  affairs, finances and accounts with their respective officers
and  independent  public  accountants  (and  by  this  provision  the  Borrower
authorizes  such  accountants  to  discuss  with  the  Administrative


                                       51
<PAGE>
Agent  and  any  Lender  (and  such  Persons as the Administrative Agent or such
Lender  may  reasonably  designate)  the  affairs,  finances and accounts of the
Borrower  and  its  Subsidiaries),  all  as often, and to such extent, as may be
reasonably  requested. The chief financial officer of the Borrower and/or his or
her  designee  shall be afforded the opportunity to be present at any meeting of
the Administrative Agent or the Lenders and such accountants. The Administrative
Agent  agrees  to use reasonable efforts to minimize, to the extent practicable,
the  number of separate requests from the Lenders to exercise their rights under
this  Section  6.7  and/or  Section  6.6  and  to coordinate the exercise by the
Lenders  of  such  rights.

     Section 6.8. Conduct of Business. The Borrower and its Subsidiaries will at
                  -------------------
all  times  remain primarily engaged in (i) the contract drilling business, (ii)
the  provision  of  services  to  the  energy  industry,  (iii)  other  existing
businesses  described in the Borrower's current SEC reports, or (iv) any related
businesses  (each  a  "Permitted  Business").

     Section  6.9.  Restrictions  on Fundamental Changes. The Borrower shall not
                    ------------------------------------
merge  or  consolidate with any other Person, or cause or permit any dissolution
of  the  Borrower  or  liquidation of its assets, or sell, transfer or otherwise
dispose  of  all  or  substantially  all  of the Borrower's assets, except that:

     (a)     The  Borrower  or  any  of  its  Subsidiaries  may  merge  into, or
consolidate  with,  any other Person if upon the consummation of any such merger
or consolidation the Borrower or such Subsidiary is the surviving corporation to
any  such  merger  or  consolidation  (or  the  other Person is, or will thereby
become,  a  Subsidiary  of  the  Borrower);  and

     (b)     The  Borrower  may sell or transfer all or substantially all of its
assets  (including  stock in its Subsidiaries) to any Person if such Person is a
Subsidiary  of  the  Borrower  (or a Person who will contemporaneously therewith
become  a  Subsidiary  of  the  Borrower);

provided in the case of any transaction described in the preceding clauses (a)
and (b), no Default or Event of Default shall exist immediately prior to, or
after giving effect to, such transaction.

     Section  6.10.  Liens.  The Borrower and its Subsidiaries shall not create,
                     -----
incur,  assume  or suffer to exist any Lien of any kind on any property or asset
of  any  kind  of  the  Borrower  or  any  Subsidiary,  except  the  following
(collectively,  the  "Permitted  Liens"):

     (a)     Liens existing on the date hereof (each such Lien, to the extent it
secures  Indebtedness or other obligations in an aggregate amount of $20,000,000
or  more,  being  described  on  Schedule  5.21  attached  hereto);
                                 --------------

     (b)     Liens  arising  in  the ordinary course of business by operation of
law,  deposits, pledges or other Liens in connection with workers' compensation,
unemployment  insurance,  old  age benefits, social security obligations, taxes,
assessments,  public  or  statutory  obligations  or other similar charges, good
faith  deposits, pledges or other Liens in connection with (or to obtain letters
of  credit  in  connection  with)  bids, performance, return-of-money or payment
bonds, contracts or leases to which the Borrower or its Subsidiaries are parties
or  other  deposits  required  to  be  made  in the ordinary course of business;
provided  that  in  each case the obligation secured


                                       52
<PAGE>
is not for Indebtedness for borrowed money and is not overdue or, if overdue, is
being  contested  in  good  faith  by  appropriate  proceedings  and reserves in
conformity  with  GAAP  have  been  provided  therefor;

     (c)     mechanics',  workmen's,  materialmen's,  landlords',  carriers'  or
other  similar  Liens arising in the ordinary course of business (or deposits to
obtain  the  release  of such Liens) related to obligations not overdue for more
than  thirty  (30)  days if such Liens arise with respect to domestic assets and
for  more  than  ninety  (90)  days  if such Liens arise with respect to foreign
assets, or, if so overdue, that are being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP have been provided therefor, or
if  such  Liens  otherwise  could  not reasonably be expected to have a Material
Adverse  Effect;

     (d)     Liens  for  Taxes  not more than ninety (90) days past due or which
can  thereafter  be  paid  without  penalty or which are being contested in good
faith  by appropriate proceedings and reserves in conformity with GAAP have been
provided  therefor,  or if such Liens otherwise could not reasonably be expected
to  have  a  Material  Adverse  Effect;

     (e)     Liens imposed by ERISA (or comparable foreign laws) which are being
contested  in  good  faith by appropriate proceedings and reserves in conformity
with  GAAP  have  been  provided  therefor, or if such Liens otherwise could not
reasonably  be  expected  to  have  a  Material  Adverse  Effect;

     (f)     Liens  arising  out  of judgments or awards against the Borrower or
any  of  its  Subsidiaries,  or in connection with surety or appeal bonds or the
like  in  connection  with bonding such judgments or awards, the time for appeal
from  which  or  petition  for  rehearing of which shall not have expired or for
which  the  Borrower  or  such  Subsidiary  shall  be  prosecuting  on appeal or
proceeding  for review, and for which it shall have obtained (within thirty (30)
days with respect to a judgment or award rendered in the United States or within
sixty  (60)  days  with  respect  to  a  judgment or award rendered in a foreign
jurisdiction after entry of such judgment or award or expiration of any previous
such stay, as applicable) a stay of execution or the like pending such appeal or
proceeding  for  review;  provided,  that  the  aggregate amount of uninsured or
underinsured  liabilities (net of customary deductibles, and including interest,
costs,  fees and penalties, if any) of the Borrower and its Subsidiaries secured
by  such  Liens  shall  not  exceed  $50,000,000  at  any  one time outstanding;

     (g)     Liens  on  fixed  or  capital  assets  and  related  inventory  and
intangible  assets  acquired,  constructed, improved, altered or repaired by the
Borrower  or  any  Subsidiary;  provided that (i) such Liens secure Indebtedness
otherwise  permitted  by  this  Agreement,  (ii) such Liens and the Indebtedness
secured  thereby are incurred prior to or within 365 days after such acquisition
or  the later of the completion of such construction, improvement, alteration or
repair  or the date of commercial operation of the assets constructed, improved,
altered  or repaired, (iii) the Indebtedness secured thereby does not exceed the
cost  of acquiring, constructing, improving, altering or repairing such fixed or
capital  assets,  as  the case may be, and (iv) such Lien shall not apply to any
other  property  or  assets  of  the  Borrower  or  any  Subsidiary;


                                       53
<PAGE>
     (h)     Liens  securing  Interest  Rate  Protection  Agreements  or foreign
exchange hedging obligations incurred in the ordinary course of business and not
for  speculative  purposes;

     (i)     Liens on property existing at the time such property is acquired by
the  Borrower or any Subsidiary of the Borrower and not created in contemplation
of  such  acquisition  (or  on  repairs,  renewals,  replacements,  additions,
accessions  and  betterments  thereto), and Liens on the assets of any Person at
the  time  such  Person  becomes a Subsidiary of the Borrower and not created in
contemplation  of  such  Person  becoming  a  Subsidiary  of the Borrower (or on
repairs,  renewals, replacements, additions, accessions and betterments thereto;

     (j)     any  extension,  renewal  or replacement (or successive extensions,
renewals  or  replacements)  in  whole or in part of any Lien referred to in the
foregoing  subsections  (a)  through  (i), provided, however, that the principal
amount  of  Indebtedness  secured  thereby  does not exceed the principal amount
secured  at  the  time  of  such  extension,  renewal or replacement (other than
amounts  incurred  to  pay costs of such extension, renewal or replacement), and
that  such  extension, renewal or replacement is limited to the property already
subject  to  the Lien so extended, renewed or replaced (together with accessions
and  improvements  thereto  and  replacements  thereof);

     (k)     rights  reserved  to or vested in any municipality or governmental,
statutory  or  public  authority  by  the  terms of any right, power, franchise,
grant,  license  or permit, or by any provision of law, to terminate such right,
power,  franchise, grant, license or permit or to purchase, condemn, expropriate
or  recapture  or  to  designate a purchaser of any of the property of a Person;

     (l)     rights  reserved  to or vested in any municipality or governmental,
statutory  or  public  authority  to  control, regulate or use any property of a
Person;

     (m)     rights  of  a  common  owner  of any interest in property held by a
Person  and  such  common  owner  as  tenants  in common or through other common
ownership;

     (n)     encumbrances  (other  than  to secure the payment of Indebtedness),
easements,  restrictions, servitudes, permits, conditions, covenants, exceptions
or  reservations in any property or rights-of-way of a Person for the purpose of
roads,  pipelines, transmission lines, transportation lines, distribution lines,
removal  of  gas,  oil,  coal,  metals, steam, minerals, timber or other natural
resources,  and  other  like  purposes,  or  for the joint or common use of real
property,  rights-of-way,  facilities or equipment, or defects, irregularity and
deficiencies  in  title  of  any  property  or  rights-of-way;

     (o)     Liens  created  by  or  resulting  from  zoning,  planning  and
environmental  laws  and  ordinances  and  municipal  regulations;

     (p)     Liens  created  by  or resulting from financing statements filed by
lessors of property (but only with respect to the property so leased);

     (q)     Liens  on  property  securing  Non-recourse  Debt;


                                       54
<PAGE>
     (r)     Liens  on  the  stock  or  assets  of  SPVs;  and

     (s)     Liens  (not  otherwise  permitted by this Section 6.10) on property
securing  Indebtedness  (or other obligations) not exceeding $175,000,000 in the
aggregate  at  any  time  outstanding.

     Section  6.11.  Indebtedness.  The  Borrower and its Subsidiaries shall not
                     ------------
incur,  assume  or  suffer  to  exist  any  Indebtedness,  except:

     (a)     existing  Indebtedness  outstanding  on  the  Effective  Date (such
Indebtedness, to the extent the principal amount thereof is $20,000,000 or more,
being  described  on  Schedule  5.20  attached  hereto),  and  any  subsequent
                      --------------
extensions, renewals or refinancings thereof so long as such Indebtedness is not
increased in amount (other than amounts incurred to pay costs of such extension,
renewal  or  refinancing),  the scheduled maturity date thereof (if prior to the
Maturity  Date)  is  not  accelerated,  the  interest  rate per annum applicable
thereto  is  not  increased,  any scheduled amortization of principal thereunder
prior  to the Maturity Date is not shortened and the payments thereunder are not
increased;

     (b)     Indebtedness  under  the  Credit  Documents;

     (c)     intercompany  loans  and  advances  to  the  Borrower  or  its
Subsidiaries,  and intercompany loans and advances from any of such Subsidiaries
or  SPVs  to  the  Borrower  or  any  other  Subsidiaries  of  the  Borrower;

     (d)     Indebtedness  under any Interest Rate Protection Agreements and any
Currency  Rate  Protection  Agreements;

     (e)     Indebtedness  of  the  Borrower  that  may  be incurred, assumed or
suffered  to  exist  without violating any section of this Agreement, including,
without  limitation,  Sections  6.16  and  6.17  hereof;

     (f)     Indebtedness  of any Subsidiary of the Borrower (i) under unsecured
lines  of  credit  for  overdrafts  or  for  working capital purposes in foreign
countries  with  financial institutions, and (ii) arising from the honoring by a
bank  or  other  Person  of  a  check, draft or similar instrument inadvertently
drawing  against  insufficient  funds,  all  such  Indebtedness  not  to  exceed
$100,000,000  in  the  aggregate  at any time outstanding, provided that amounts
under  overdraft  lines of credit or outstanding as a result of drawings against
insufficient  funds  shall  be outstanding for one (1) Business Day before being
included  in  such  aggregate  amount;

     (g)     Indebtedness of a Person existing at the time such Person becomes a
Subsidiary  of  the  Borrower  or  is  merged  with  or into the Borrower or any
Subsidiary  of  the  Borrower  and  not  incurred  in  contemplation  of  such
transaction;


                                       55
<PAGE>
     (h)     Indebtedness  of the Borrower or any Subsidiary of the Borrower (i)
under  Performance  Guaranties  and Performance Letters of Credit, and (ii) with
respect  to  letters  of  credit  issued  in  the  ordinary  course of business;

     (i)     Indebtedness  of  any  Subsidiaries of the Borrower in an aggregate
principal  amount  for  all  Subsidiaries  not  to exceed an amount equal to ten
percent  (10%)  of Consolidated Net Assets (the "Subsidiary Debt Basket Amount")
in  the  aggregate  at  any  time  outstanding;

     (j)     other  Indebtedness  of  any  Subsidiary of the Borrower so long as
such  Subsidiary has in force a Subsidiary Guaranty in substantially the form of
Exhibit  6.11,  provided that such Subsidiary Guaranty shall contain a provision
-------------
that  such  Subsidiary  Guaranty and all obligations thereunder of the Guarantor
party  thereto  shall be terminated upon delivery to the Administrative Agent by
the Borrower of a certificate stating that (x) the aggregate principal amount of
Indebtedness  of  all  Subsidiaries outstanding pursuant to the preceding clause
(i)  and  this  clause  (j)  is equal to or less than the Subsidiary Debt Basket
Amount,  and  (y) no Default or Event of Default has occurred and is continuing;
and

     (k)     extensions,  renewals  or replacements of Indebtedness permitted by
this  Section  6.11  that do not increase the amount of such Indebtedness (other
than  amounts  incurred to pay costs of such extension, renewal or refinancing).

     Section  6.12.  Use  of  Property  and  Facilities; Environmental Laws. The
                     ------------------------------------------------------
Borrower  and  its  Subsidiaries  shall comply in all material respects with all
Environmental  Laws  applicable  to  or  affecting  the  properties  or business
operations  of the Borrower or any Subsidiary of the Borrower, where the failure
to  comply  could  reasonably  be  expected  to  have a Material Adverse Effect.

     Section  6.13.  Transactions  with  Affiliates.  Except  as  otherwise
                     ------------------------------
specifically  permitted  herein,  the  Borrower  and  its Subsidiaries shall not
(except  pursuant  to  contracts  outstanding  as  of  (i)  with  respect to the
Borrower,  the  Effective  Date  or  (ii)  with respect to any Subsidiary of the
Borrower, the Effective Date or, if later, the date such Subsidiary first became
a  Subsidiary  of the Borrower) enter into or engage in any material transaction
or  arrangement  or  series of related transactions or arrangements which in the
aggregate  would  be  material with any Controlling Affiliate, including without
limitation,  the purchase from, sale to or exchange of property with, any merger
or  consolidation  with  or into, or the rendering of any service by or for, any
Controlling  Affiliate, except pursuant to the requirements of the Borrower's or
such  Subsidiary's business and unless such transaction or arrangement or series
of related transactions or arrangements, taken as a whole, are no less favorable
to  the  Borrower or such Subsidiary (other than a wholly owned Subsidiary) than
would be obtained in an arms' length transaction with a Person not a Controlling
Affiliate.

     Section  6.14.  Sale and Leaseback Transactions. The Borrower will not, and
                     -------------------------------
will  not  permit  any  of its Subsidiaries to, enter into, assume, or suffer to
exist  any  Sale-Leaseback  Transaction, except any such transaction that may be
entered into, assumed or suffered to exist without violating any other provision
of this Agreement, including without limitation, Sections 6.16 and 6.17.


                                       56
<PAGE>
     Section  6.15.  Compliance  with  Laws.  Without  limiting any of the other
                     ----------------------
covenants  of  the Borrower in this Article 6, the Borrower and its Subsidiaries
shall  conduct  their  business,  and  otherwise  be,  in  compliance  with  all
applicable  laws,  regulations,  ordinances  and  orders  of any governmental or
judicial  authorities;  provided,  however,  that  this  Section  6.15 shall not
require  the  Borrower or any Subsidiary of the Borrower to comply with any such
law,  regulation,  ordinance  or  order  if (x) it shall be contesting such law,
regulation,  ordinance  or  order  in  good faith by appropriate proceedings and
reserves in conformity with GAAP have been provided therefor, or (y) the failure
to  comply therewith could not reasonably be expected to have a Material Adverse
Effect.

     Section  6.16.  Interest  Coverage  Ratio. The Borrower will not permit the
                     -------------------------
Interest  Coverage  Ratio as of the end of any fiscal quarter of the Borrower to
be  less  than  3:00  to  1:00.

     Section 6.17.   Indebtedness to Total Capitalization Ratio. The Borrower
                     ------------------------------------------
will  maintain,  as  of  the end of each fiscal quarter of the Borrower, a ratio
(expressed as a percentage) of Consolidated Indebtedness to Total Capitalization
of  no  greater  than  40%.


ARTICLE 7.     EVENTS OF DEFAULT AND REMEDIES.

     Section  7.1.  Events  of  Default.  Any one or more of the following shall
                    -------------------
constitute  an  Event  of  Default:

     (a)     default  by  the Borrower in the payment of any principal amount of
any  Loan  or Reimbursement Obligation, any interest thereon or any fees payable
hereunder,  within  two  (2)  Business  Days  following  the  date  when  due;

     (b)     default  by  the  Borrower  in the observance or performance of any
covenant  set  forth  in  Sections  6.9,  6.10,  6.16,  or  6.17;

     (c)     default  by  the  Borrower  in the observance or performance of any
provision hereof or of any other Credit Document not mentioned in clauses (a) or
(b) above, which is not remedied within thirty (30) days after notice thereof to
the  Borrower  by  the  Administrative  Agent;

     (d)     any representation or warranty made or deemed made herein or in any
other  Credit  Document  by  the Borrower or any Subsidiary proves untrue in any
material  respect  as  of  the  date  of  the making, or deemed making, thereof;

     (e)     (x)  Indedtedness  in the aggregate principal amount of $50,000,000
of  the Borrower and its Subsidiaries ("Material Indebtedness") shall (i) not be
paid  at  maturity (beyond any applicable grace periods), or (ii) be declared to
be  due  and payable or required to be prepaid, redeemed or repurchased prior to
its  stated  maturity,  or  (y)  any default in respect of Material Indedtedness
shall  occur  which  permits  the  holders thereof, or any trustees or agents on
their


                                       57
<PAGE>
behalf,  to  accelerate  the  maturity  of  such  Indedtedness  or requires such
Indedtedness  to  be  prepaid,  redeemed,  or  repurchased  prior  to its stated
maturity;

     (f)     the  Borrower  or  any  Significant  Subsidiary  (i)  has  entered
involuntarily  against it an order for relief under the United States Bankruptcy
Code  or  a comparable action is taken under any bankruptcy or insolvency law of
another  country  or  political subdivision of such country, (ii) generally does
not pay, or admits its inability generally to pay, its debts as they become due,
(iii) makes a general assignment for the benefit of creditors, (iv) applies for,
seeks,  consents to, or acquiesces in, the appointment of a receiver, custodian,
trustee,  liquidator  or  similar official for it or any substantial part of its
property under the Bankruptcy Code or under the bankruptcy or insolvency laws of
another  country  or a political subdivision of such country, (v) institutes any
proceeding  seeking  to  have  entered  against it an order for relief under the
United States Bankruptcy Code or any comparable law, to adjudicate it insolvent,
or  seeking  dissolution,  winding up, liquidation, reorganization, arrangement,
adjustment  or  composition  of  it  or  its  debts  under  any  law relating to
bankruptcy,  insolvency  or reorganization or relief of debtors or fails to file
an  answer  or other pleading denying the material allegations of or consents to
or  acquiesces  in any such proceeding filed against it, (vi) makes any board of
directors  resolution  in  direct furtherance of any matter described in clauses
(i)-(v)  above,  or  (vii)  fails  to  contest  in good faith any appointment or
proceeding  described  in  this  Section  7.1(f);

     (g)     a  custodian,  receiver, trustee, liquidator or similar official is
appointed for the Borrower or any Significant Subsidiary or any substantial part
of  its property under the Bankruptcy Code or under the bankruptcy or insolvency
laws  of  another  country  or  a  political  subdivision  of such country, or a
proceeding  described in Section 7.1(f)(v) is instituted against the Borrower or
any  Significant Subsidiary, and such appointment continues undischarged or such
proceeding  continues  undismissed  and unstayed for a period of sixty (60) days
(or  one  hundred  twenty  (120)  days  in  the case of any such event occurring
outside  the  United  States  of  America);

     (h)     the Borrower or any Subsidiaries of the Borrower fail within thirty
(30)  days  with  respect  to  any  judgments or orders that are rendered in the
United  States  or  sixty (60) days with respect to any judgments or orders that
are  rendered in foreign jurisdictions (or such earlier date as any execution on
such  judgments  or  orders  shall take place) to vacate, pay, bond or otherwise
discharge any judgments or orders for the payment of money the uninsured portion
of  which  is in excess of $50,000,000 in the aggregate and which are not stayed
on  appeal  or otherwise being appropriately contested in good faith in a manner
that  stays  execution;

     (i)     (x)  the  Borrower  or  any Subsidiary of the Borrower fails to pay
when due an amount that it is liable to pay to the PBGC or to a Plan under Title
IV  of  ERISA;  or a notice of intent to terminate a Plan having Unfunded Vested
Liabilities  of the Borrower or any of its Subsidiaries in excess of $50,000,000
(a  "Material  Plan")  is  filed under Title IV of ERISA; or the PBGC institutes
proceedings  under  Title  IV  of ERISA to terminate or to cause a trustee to be
appointed  to  administer  any  Material Plan or a proceeding is instituted by a
fiduciary of any Material Plan against any Borrower or any Subsidiary to collect
any  liability  under  Section 515 or 4219(c)(5) of ERISA, and in each case such
proceeding  is  not dismissed within thirty (30) days thereafter; or a condition
exists  by  reason  of  which  the  PBGC  would  be  entitled  to  obtain  a


                                       58
<PAGE>
decree  adjudicating  that  any  Material  Plan  must be terminated, and (y) the
occurrence  of  one  or  more  of  the matters in the preceding clause (x) could
reasonably  be  expected  to  result in liabilities in excess of $50,000,000; or

     (j)     any Person or group of Persons acting in concert (as such terms are
used  in Rule 13d-5 under the Securities Exchange Act of 1934, as amended) shall
own,  directly  or  indirectly,  beneficially  or  of  record, securities of the
Borrower  (or  other  securities  convertible into such securities) representing
fifty  percent  (50%)  or  more  of the combined voting power of all outstanding
securities  of the Borrower entitled to vote in the election of directors, other
than  securities  having  such  power  only  by  reason  of  the  happening of a
contingency.

     Section 7.2. Non-Bankruptcy Defaults. When any Event of Default (other than
                  -----------------------
those  described  in  subsections  (f) or (g) of Section 7.1 with respect to the
Borrower)  has  occurred  and  is continuing, the Administrative Agent shall, by
notice  to  the  Borrower: (a) if so directed by the Required Lenders, terminate
the  remaining  Commitments to the Borrower hereunder on the date stated in such
notice  (which  may  be  the  date  thereof); (b) if so directed by the Required
Lenders,  declare  the  principal of and the accrued interest on all outstanding
Loans  to  be  forthwith  due  and  payable and thereupon all outstanding Loans,
including  both  principal and interest thereon, shall be and become immediately
due and payable together with all other accrued amounts payable under the Credit
Documents  without  further  demand, presentment, protest or notice of any kind,
including,  but  not  limited  to,  notice of intent to accelerate and notice of
acceleration,  each  of which is expressly waived by the Borrower; and (c) if so
directed  by  the  Required Lenders, demand that the Borrower immediately pay to
the  Administrative  Agent  (to  be held by the Administrative Agent pursuant to
Section  7.4)  the full amount then available for drawing under each outstanding
Letter  of  Credit, and the Borrower agrees to immediately make such payment and
acknowledges  and  agrees  that  the  Lenders,  the  Issuing  Bank  and  the
Administrative Agent would not have an adequate remedy at law for failure by the
Borrower  to  honor  any  such demand and that the Administrative Agent, for the
benefit of the Lenders and the Issuing Bank, shall have the right to require the
Borrower to specifically perform such undertaking whether or not any drawings or
other  demands  for  payment  have  been  made  under  any Letter of Credit. The
Administrative  Agent,  after  giving  notice  to  the Borrower pursuant to this
Section 7.2, shall also promptly send a copy of such notice to the other Lenders
and  the  Issuing  Bank,  but the failure to do so shall not impair or annul the
effect  of  such  notice.

     Section  7.3.  Bankruptcy  Defaults. When any Event of Default described in
                    --------------------
subsections  (f)  or  (g)  of  Section  7.1  has occurred and is continuing with
respect to the Borrower, then all outstanding Loans shall immediately become due
and  payable  together  with  all other accrued amounts payable under the Credit
Documents  without  presentment,  demand, protest or notice of any kind, each of
which  is  expressly  waived by the Borrower; and all obligations of the Lenders
and  the  Issuing  Bank  to  extend  further credit pursuant to any of the terms
hereof shall immediately terminate and the Borrower shall immediately pay to the
Administrative Agent (to be held by the Administrative Agent pursuant to Section
7.4) the full amount then available for drawing under all outstanding Letters of
Credit,  the  Borrower acknowledging that the Lenders, the Issuing Bank, and the
Administrative Agent would not have an adequate remedy at law for failure by the
Borrower  to  honor  any such demand and that the Lenders, the Issuing Bank, and
the  Administrative  Agent  shall  have  the  right  to  require the Borrower to
specifically  perform


                                       59
<PAGE>
such  undertaking  whether or not any drawings or other demands for payment have
been  made  under  any  of  the  Letters  of  Credit.

     Section  7.4.  Collateral  for  Undrawn  Letters  of  Credit.
                    ---------------------------------------------

     (a)     If  the prepayment of the amount available for drawing under any or
all  outstanding  Letters  of  Credit  is required under Section 7.2 or 7.3, the
Borrower shall forthwith pay the amount required to be so prepaid, to be held by
the  Administrative  Agent  as  provided  in  subsection  (b)  below.

     (b)     All  amounts prepaid pursuant to subsection (a) above shall be held
by  the Administrative Agent in a separate collateral account (such account, and
the  credit  balances,  properties  and  any  investments from time to time held
therein,  and  any substitutions for such account, any certificate of deposit or
other  instrument  evidencing  any  of  the  foregoing  and  all proceeds of and
earnings  on  any  of  the  foregoing  being collectively called the "Collateral
Account")  as  security  for,  and  for application to, the reimbursement of any
drawing  under any Letter of Credit then or thereafter paid by the Issuing Bank,
and  to  the  payment  of  the unpaid balance of any Loans and all other due and
unpaid  Obligations  (collectively,  the  "Collateralized  Obligations").  The
Collateral  Account  shall  be  held in the name of and subject to the exclusive
dominion and control of the Administrative Agent, for the benefit of the Issuing
Bank,  the  Administrative Agent, and the Lenders, as pledgee hereunder.  If and
when  required  by  the  Borrower,  the  Administrative  Agent  shall invest and
reinvest  funds  held  in  the  Collateral  Account  from  time  to time in Cash
Equivalents  specified  from  time  to  time  by the Borrower, provided that the
Administrative  Agent  is  irrevocably  authorized  to  sell on market terms any
investments held in the Collateral Account when and as required to make payments
out  of the Collateral Account for application to Collateralized Obligations due
and  owing  from  the Borrower to the Issuing Bank, the Administrative Agent, or
the  Lenders.  When  and  if (A) (i) the Borrower shall have made payment of all
Collateralized  Obligations  then  due  and  payable,  and  (ii)  all  relevant
preference  or  other  disgorgement  periods  relating  to  the  receipt of such
payments have passed, or (B) no Default or Event of Default shall be continuing,
the  Administrative  Agent shall repay to the Borrower any remaining amounts and
assets  held  in the Collateral Account, provided that if the Collateral Account
is  being  released pursuant to clause (A) and any Letter of Credit then remains
outstanding,  the  Borrower,  prior  to  or contemporaneously with such release,
shall  make  arrangements  with respect to such outstanding Letters of Credit in
the manner described in the first sentence of Section 2.15.  In addition, if the
aggregate amount on deposit with the Collateral Agent exceeds the Collateralized
Obligations  then  existing,  then  the  Administrative  Agent shall release and
deliver  such  excess  amount  upon  the  written  request  of  the  Borrower.

     Section  7.5. Notice of Default. The Administrative Agent shall give notice
                   -----------------
to  the Borrower under Section 7.2 promptly upon being requested to do so by the
Required  Lenders  and  shall  thereupon  notify  all  the  Lenders  thereof.

     Section  7.6.  Expenses.  The  Borrower agrees to pay to the Administrative
                    --------
Agent,  the  Issuing Bank, and each Lender all reasonable out-of-pocket expenses
incurred  or paid by the Administrative Agent, the Issuing Bank, or such Lender,
including  reasonable  attorneys'  fees


                                       60
<PAGE>
and court costs, in connection with any Default or Event of Default hereunder or
in connection with the enforcement of any of the Credit Documents.

     Section 7.7. Distribution and Application of Proceeds. After the occurrence
                  ----------------------------------------
of  and  during  the  continuance  of  an  Event  of Default, any payment to the
Administrative  Agent,  the  Issuing  Bank,  or any Lender hereunder or from the
proceeds  of  the  Collateral  Account  or  otherwise  shall  be  paid  to  the
Administrative  Agent to be distributed and applied as follows (unless otherwise
agreed  by  the  Borrower,  the  Administrative Agent, the Issuing Bank, and all
Lenders):

     (a)     First, to the payment of any and all reasonable out-of-pocket costs
and  expenses  of  the  Administrative  Agent,  including  without  limitation,
reasonable  attorneys' fees and out-of-pocket costs and expenses, as provided by
this  Agreement or by any other Credit Document, incurred in connection with the
collection of such payment or in respect of the enforcement of any rights of the
Administrative  Agent,  the Issuing Bank, or the Lenders under this Agreement or
any  other  Credit  Document;

     (b)     Second,  to  the  payment  of  any and all reasonable out-of-pocket
costs  and  expenses  of  the  Issuing  Bank and the Lenders, including, without
limitation,  reasonable attorneys' fees and out-of-pocket costs and expenses, as
provided  by  this  Agreement  or  by  any  other  Credit  Document, incurred in
connection  with the collection of such payment or in respect of the enforcement
of  any  rights  of  the Lenders or the Issuing Bank under this Agreement or any
other  Credit  Document,  pro rata in the proportion in which the amount of such
costs  and  expenses  unpaid  to  each  Lender  or the Issuing Bank bears to the
aggregate amount of the costs and expenses unpaid to all Lenders and the Issuing
Bank  collectively,  until  all  such fees, costs and expenses have been paid in
full;

     (c)     Third,  to  the  payment  of  any  due  and  unpaid  fees  to  the
Administrative Agent or any Lender or Issuing Bank as provided by this Agreement
or  any other Credit Document, pro rata in the proportion in which the amount of
such fees due and unpaid to the Administrative Agent and each Lender and Issuing
Bank  bears  to  the  aggregate  amount  of  the  fees  due  and  unpaid  to the
Administrative  Agent  and  all Lenders and Issuing Bank collectively, until all
such  fees  have  been  paid  in  full;

     (d)     Fourth,  to the payment of accrued and unpaid interest on the Loans
or  the  Reimbursement  Obligations to the date of such application, pro rata in
the  proportion in which the amount of such interest, accrued and unpaid to each
Lender  or  the  Issuing  Bank  bears  to  the aggregate amount of such interest
accrued  and  unpaid to all Lenders and the Issuing Bank collectively, until all
such  accrued  and  unpaid  interest  has  been  paid  in  full;

     (e)     Fifth,  to the payment of the outstanding due and payable principal
amount  of  each  of  the  Loans and the amount of the outstanding Reimbursement
Obligations  (reserving  cash  collateral  for  all  undrawn face amounts of any
outstanding  Letters  of Credit (if Section 7.4(a) has not been complied with)),
pro  rata  in  the  proportion in which the outstanding principal amount of such
Loans and the amount of such outstanding Reimbursement Obligations owing to each
Lender and Issuing Bank, together (if Section 7.4(a) has not been complied with)
with  the


                                       61
<PAGE>
undrawn  face  amounts  of  such  outstanding  Letters  of  Credit, bears to the
aggregate amount of all outstanding Loans, outstanding Reimbursement Obligations
and  (if  Section 7.4(a) has not been complied with) the undrawn face amounts of
all outstanding Letters of Credit. In the event that any such Letters of Credit,
or  any  portions  thereof,  expire  without  being  drawn,  any cash collateral
therefor  shall  be  distributed by the Administrative Agent until the principal
amount  of all Loans and Reimbursement Obligations shall have been paid in full;

     (f)     Sixth, to the payment of any other outstanding Obligations then due
and  payable,  pro  rata  in the proportion in which the outstanding Obligations
owing  to  each  Lender,  Issuing  Bank  and  Administrative  Agent bears to the
aggregate  amount  of  all such Obligations until all such Obligations have been
paid  in  full;  and

     (g)     Seventh, to the Borrower or as the Borrower may direct.


ARTICLE 8.     CHANGE IN CIRCUMSTANCES.

     Section  8.1.  Change  of  Law.
                    ---------------

     (a)     Notwithstanding any other provisions of this Agreement or any Note,
if  at  any time any change, after the date hereof (or, if later, after the date
the  Administrative  Agent  or  any  Issuing  Bank  or  Lender  becomes  the
Administrative  Agent  or  an  Issuing  Bank  or  Lender),  in applicable law or
regulation  or in the interpretation thereof makes it unlawful for any Lender to
make  or maintain Eurocurrency Loans, or the Issuing Bank to issue any Letter of
Credit,  such  Lender  or  Issuing Bank, as the case may be, shall promptly give
written  notice  thereof  and  of the basis therefor in reasonable detail to the
Borrower,  and  such  Lender's  or  Issuing  Bank's obligations to fund affected
Eurocurrency Loans or make, continue or convert such Loans under this Agreement,
or  to  issue any such Letters of Credit, as the case may be, shall thereupon be
suspended  until  it  is  no longer unlawful for such Lender to make or maintain
such  Loans  or  issue  such  Letters  of  Credit.

     (b)     Upon the giving of the notice to Borrower referred to in subsection
(a)  above  in  respect  of any such Loan, (i) any outstanding such Loan of such
Lender  shall  be  automatically converted to a Base Rate Loan in Dollars on the
last  day of the Interest Period then applicable thereto or on such earlier date
as  required  by law, and (ii) such Lender shall make or continue its portion of
any  requested Borrowing of such Loan as a Base Rate Loan in Dollars, which Base
Rate  Loan  shall, for all other purposes, be considered part of such Borrowing.

     (c)     Any  Lender  or  Issuing Bank that has given any notice pursuant to
Section  8.1(a)  shall, upon determining that it would no longer be unlawful for
it  to  make  such  Loans  or  issue such Letters of Credit, give prompt written
notice  thereof  to  the  Borrower and the Administrative Agent, and upon giving
such  notice,  its  obligation to make, allow conversions into and maintain such
Loans  or  issue  such  Letters  of  Credit  shall  be  reinstated.

     Section  8.2.  Unavailability  of  Deposits or Inability to Ascertain LIBOR
                    ------------------------------------------------------------
Rate.  If on or before the first day of any Interest Period for any Borrowing of
----
Eurocurrency  Loans  the


                                       62
<PAGE>
Administrative Agent determines in good faith (after consultation with the other
Lenders)  that,  due to changes in circumstances since the date hereof, adequate
and fair means do not exist for determining the LIBOR Rate or such rate will not
accurately  reflect  the  cost  to  the Required Lenders of funding Eurocurrency
Loans  for  such  Interest  Period,  the Administrative Agent shall give written
notice (in reasonable detail) of such determination and of the basis therefor to
the  Borrower and the Lenders, whereupon until the Administrative Agent notifies
the  Borrower  and Lenders that the circumstances giving rise to such suspension
no  longer exist (which the Administrative Agent shall do promptly after they do
not  exist),  (i)  the  obligations  of the Lenders to make, continue or convert
Loans  as  or  into  such Eurocurrency Loans, or to convert Base Rate Loans into
such Eurocurrency Loans, shall be suspended and (ii) each Eurocurrency Loan will
automatically  on  the  last  day of the then existing Interest Period therefor,
convert  into  a  Base  Rate  Loan  in  Dollars.

     Section  8.3.  Increased  Cost  and  Reduced  Return.
                    -------------------------------------

     (a)     If,  on  or after the date hereof, the adoption of or any change in
any  applicable  law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency  charged with the interpretation or administration thereof, or compliance
by  any  Lender  or  Issuing  Bank  (or its Lending Office), with any request or
directive  (whether  or  not  having  the  force  of law) of any such authority,
central  bank  or  comparable  agency exercising control over banks or financial
institutions  generally  issued  after  the date hereof (or, if later, after the
date  the  Administrative  Agent,  Issuing  Bank,  or  Lender  becomes  the
Administrative  Agent,  Issuing  Bank,  or  Lender):

          (i)     subjects any Lender or Issuing Bank (or its Lending Office) to
     any tax, duty or other charge related to any Eurocurrency Loan, Competitive
     Fixed  Rate Loan, Reimbursement Obligation, or its obligation to advance or
     maintain  Eurocurrency  Loans,  Competitive  Fixed Rate Loans, or issue any
     Letter  of Credit, or shall change the basis of taxation of payments to any
     Lender  or  Issuing  Bank  (or  its  Lending Office) of the principal of or
     interest  on  its Eurocurrency Loans, Competitive Fixed Rate Loans, Letters
     of Credit or Reimbursement Obligation or any participations in any thereof,
     or  any  other amounts due under this Agreement related to its Eurocurrency
     Loans,  Competitive  Fixed  Rate  Loans,  Letters  of Credit, Reimbursement
     Obligations  or  participations  therein,  or  its  obligation  to  make
     Eurocurrency  Loans  and  Competitive  Fixed  Rate  Loans, issue Letters of
     Credit,  or acquire participations therein (except for changes with respect
     to  taxes  that  are  not  Indemnified  Taxes  pursuant to Section 3.3); or

          (ii)     imposes,  modifies  or  deems applicable any reserve, special
     deposit  or  similar  requirement  (including, without limitation, any such
     requirement  imposed  by  the  Board  of  Governors  of the Federal Reserve
     System,  but  excluding  for  any  Eurocurrency  Loan  any such requirement
     included  in  an  applicable  Statutory  Reserve  Rate)  against assets of,
     deposits  with  or for the account of, or credit extended by, any Lender or
     Issuing  Bank  (or  its Lending Office) or imposes on any Lender or Issuing
     Bank (or its Lending Office) or on the interbank market any other condition
     affecting  its  Eurocurrency  Loans,  Letters  of Credit, any Reimbursement
     Obligations  owed  to  it,  or  its  participation  in  any


                                       63
<PAGE>
     thereof, or its obligation to advance or maintain Eurocurrency Loans, issue
     Letters  of  Credit  or  participate  in  any  thereof;

and the result of any of the foregoing is to increase the cost to such Lender or
Issuing  Bank  (or  its  Lending  Office)  of  advancing  or  maintaining  any
Eurocurrency  Loan  or  Competitive  Fixed  Rate  Loan, issuing or maintaining a
Letter  of  Credit  or participating therein, or to reduce the amount of any sum
received or receivable by such Lender or Issuing Bank (or its Lending Office) in
connection  therewith  under  this Agreement or its Note, by an amount deemed by
such  Lender  or  Issuing  Bank to be material, then, subject to Section 8.3(c),
from  time  to time, within thirty (30) days after receipt of a certificate from
such  Lender  or Issuing Bank (with a copy to the Administrative Agent) pursuant
to  subsection  (c)  below setting forth in reasonable detail such determination
and  the basis thereof, the Borrower shall be obligated to pay to such Lender or
Issuing Bank such additional amount or amounts as will compensate such Lender or
Issuing  Bank  for  such  increased  cost  or  reduction.

     (b)     If,  after  the date hereof, the Administrative Agent or any Lender
or  Issuing  Bank  shall  have reasonably determined that the adoption after the
date  hereof  of  any  applicable  law,  rule  or  regulation  regarding capital
adequacy,  or any change therein (including, without limitation, any revision in
the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal
Reserve  System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of
the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in
any other applicable capital adequacy rules heretofore adopted and issued by any
governmental  authority),  or  any  change  after  the  date  hereof  in  the
interpretation  or administration thereof by any governmental authority, central
bank  or  comparable  agency  charged  with the interpretation or administration
thereof, or compliance by the Administrative Agent or any Lender or Issuing Bank
(or its Lending Office) with any request or directive regarding capital adequacy
(whether  or not having the force of law) of any such authority, central bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on such Lender's or Issuing Bank's capital, or on the capital of any corporation
controlling  such  Lender  or  Issuing Bank, as a consequence of its obligations
hereunder  to  a  level  below that which such Lender or Issuing Bank could have
achieved  but for such adoption, change or compliance (taking into consideration
such  Lender's  or Issuing Bank's or its controlling corporation's policies with
respect  to  capital adequacy in effect immediately before such adoption, change
or  compliance) by an amount reasonably deemed by such Lender or Issuing Bank to
be  material,  then, subject to Section 8.3(c), from time to time, within thirty
(30)  days  after  its receipt of a certificate from such Lender or Issuing Bank
(with  a  copy  to  the  Administrative  Agent) pursuant to subsection (c) below
setting forth in reasonable detail such determination and the basis thereof, the
Borrower  shall  pay  to  such  Lender or Issuing Bank such additional amount or
amounts as will compensate such Lender or Issuing Bank for such reduction or the
Borrower  may  prepay  all  Eurocurrency  Loans  of  such  Lender  or obtain the
cancellation  of  all  such  Letters  of  Credit.

     (c)     The  Administrative  Agent  and  each  Lender and Issuing Bank that
determines  to  seek  compensation or additional interest under this Section 8.3
shall  give  written  notice  to  the  Borrower  and, in the case of a Lender or
Issuing  Bank  other  than the Administrative Agent, the Administrative Agent of
the  circumstances  that  entitle  the  Administrative  Agent  or such Lender or
Issuing  Bank  to  such  compensation  no  later than ninety (90) days after the
Administrative


                                       64
<PAGE>
Agent  or  such  Lender or Issuing Bank receives actual notice or obtains actual
knowledge  of  the  law,  rule, order or interpretation or occurrence of another
event giving rise to a claim hereunder. In any event the Borrower shall not have
any  obligation  to  pay any amount with respect to claims accruing prior to the
ninetieth  day  preceding such written demand. The Administrative Agent and each
Lender  and  Issuing Bank shall use reasonable efforts to avoid the need for, or
reduce  the  amount  of, such compensation, additional interest, and any payment
under Section 3.3, including, without limitation, the designation of a different
Lending  Office, if such action or designation will not, in the sole judgment of
the  Administrative  Agent or such Lender or Issuing Bank made in good faith, be
otherwise  disadvantageous  to  it; provided that the foregoing shall not in any
way  affect  the  rights of any Lender or Issuing Bank or the obligations of the
Borrower  under this Section 8.3, and provided further that no Lender or Issuing
Bank shall be obligated to make its Eurocurrency Loans or Competitive Fixed Rate
Loans  hereunder  or fund any amount due in respect of a Letter of Credit at any
office  located  in  the  United  States  of  America.  A  certificate  of  the
Administrative  Agent  or  any  Lender  or Issuing Bank, as applicable, claiming
compensation  or  additional  interest under this Section 8.3, and setting forth
the additional amount or amounts to be paid to it hereunder and accompanied by a
statement  prepared  by the Administrative Agent or such Lender or Issuing Bank,
as applicable, describing in reasonable detail the calculations thereof shall be
prima  facie  evidence  of  the correctness thereof. In determining such amount,
such  Lender  or  Issuing  Bank may use any reasonable averaging and attribution
methods.

     Section  8.4. Lending Offices. The Administrative Agent and each Lender and
                   ---------------
Issuing  Bank  may, at its option, elect to make or maintain its Loans and issue
its  Letters  of Credit hereunder at the Lending Office for each type of Loan or
Letter  of  Credit available hereunder or at such other of its branches, offices
or  affiliates  as  it  may  from  time to time elect and designate in a written
notice  to the Borrower and the Administrative Agent,providedthat, except in the
case of any such transfer to another of its branches, offices or affiliates made
at  the  request  of the Borrower, the Borrower shall not be responsible for the
costs  arising  under Section 3.3 or 8.3 resulting from any such transfer to the
extent  not  otherwise  applicable  to such Lender or Issuing Bank prior to such
transfer.

     Section  8.5.  Discretion of Lender as to Manner of Funding. Subject to the
                    --------------------------------------------
other  provisions  of  this  Agreement,  each  Lender  and Issuing Bank shall be
entitled  to  fund  and maintain its funding of all or any part of its Loans and
Letters  of  Credit  in  any  manner  it  sees  fit.

     Section  8.6.  Substitution of Lender or Issuing Bank. If (a) any Lender or
                    --------------------------------------
Issuing Bank has demanded compensation or additional interest or given notice of
its  intention  to demand compensation or additional interest under Section 8.3,
(b)  the  Borrower  is  required  to  pay any additional amount to any Lender or
Issuing  Bank  under  Section  2.13, (c) any Lender or Issuing Bank is unable to
submit  any  form  or  certificate required under Section 3.3(b) or withdraws or
cancels  any  previously  submitted  form with no substitution therefor, (d) any
Lender  or  Issuing Bank gives notice of any change in law or regulations, or in
the  interpretation  thereof, pursuant to Section 8.1, (e) any Lender or Issuing
Bank has been declared insolvent or a receiver or conservator has been appointed
for  a  material portion of its assets, business or properties or (f) any Lender
or  Issuing Bank shall seek to avoid its obligation to make or maintain Loans or
issue Letters of Credit hereunder for any reason, including, without limitation,
reliance  upon  12 U.S.C.


                                       65
<PAGE>
Sec.  1821(e) or (n) (1) (B), (g) any taxes referred to in Section 3.3 have been
levied  or  imposed  (or  the  Borrower determines in good faith that there is a
substantial  likelihood  that  such  taxes  will  be levied or imposed) so as to
require  withholding or deductions by the Borrower or payment by the Borrower of
additional  amounts  to  any  Lender  or Issuing Bank, or other reimbursement or
indemnification  of  any  Lender  or  Issuing Bank, as a result thereof, (h) any
Lender shall decline to consent to a modification or waiver of the terms of this
Agreement  or  any  other Credit Documents requested by the Borrower, or (i) the
Issuing  Bank  gives notice pursuant to Section 2.14(a)(ii) that the issuance of
the  Letter  of  Credit  would  violate any legal or regulatory restriction then
applicable  to  such Issuing Bank, then and in such event, upon request from the
Borrower delivered to such Lender or Issuing Bank, and the Administrative Agent,
such Lender shall assign, in accordance with the provisions of Section 10.10 and
an  appropriately  completed  Assignment  Agreement,  all  of  its  rights  and
obligations under the Credit Documents to another Lender or a commercial banking
institution  selected  by  the Borrower and (in the case of a commercial banking
institution)  reasonably  satisfactory  to  the  Administrative  Agent,  in
consideration  for  the  payments  set  forth  in  such Assignment Agreement and
payment  by  the  Borrower to such Lender of all other amounts which such Lender
may  be owed pursuant to this Agreement, including, without limitation, Sections
2.13,  3.3,  8.3  and  10.13.


ARTICLE 9.     THE AGENTS.

     Section  9.1.  Appointment  and  Authorization  of  Administrative  Agent,
                    -----------------------------------------------------------
Co-Syndication  Agents, Co-Documentation Agents and Managing Agents. Each Lender
-------------------------------------------------------------------
hereby  appoints  STB  as  the  Administrative Agent, ABN AMRO Bank N.V. and The
Royal  Bank  of Scotland plc as the Co-Syndication Agents, Bank of America, N.A.
and Wells Fargo Bank Texas, National Association as the Co-Documentation Agents,
And  Citibank,  N.A.  ,Credit  Lyonnais  New  York  Branch and HSBC Bank USA, as
Managing  Agents,  under  the  Credit  Documents  and  hereby  authorizes  the
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and
the  Managing Agents to take such action as Administrative Agent, Co-Syndication
Agents, Co-Documentation Agents and Managing Agents on each of its behalf and to
exercise  such  powers  under  the  Credit  Documents  as  are  delegated to the
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and
the  Managing  Agents,  respectively,  by  the terms thereof, together with such
powers  as  are  reasonably  incidental  thereto.

     Section  9.2.  Rights  and  Powers.  The  Administrative  Agent,  the
                    -------------------
Co-Syndication Agents, the Co-Documentation Agents and the Managing Agents shall
have  the  same rights and powers under the Credit Documents as any other Lender
and  may  exercise or refrain from exercising such rights and power as though it
were  not  an  Administrative  Agent, a Co-Syndication Agent, a Co-Documentation
Agent  or  a  Managing  Agent,  and the Administrative Agent, the Co-Syndication
Agents, the Co-Documentation Agents and the Managing Agents and their respective
Controlling  Affiliates  may  accept deposits from, lend money to, and generally
engage  in  any kind of business with the Borrower or any of its Subsidiaries or
Controlling  Affiliates  as  if  it  were  not  an  Administrative  Agent,  a
Co-Syndication  Agent,  a  Co-Documentation  Agent or a Managing Agent under the
Credit  Documents.  The  term Lender as used in all Credit Documents, unless the
context  otherwise  clearly  requires,  includes  the


                                       66
<PAGE>
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and
the Managing Agents in their respective individual capacities as a Lender.

     Section  9.3.  Action  by  Administrative  Agent,  Co-Syndication  Agents,
                    -----------------------------------------------------------
Co-Documentation  Agents  and  Managing  Agents.  The  obligations  of  the
-----------------------------------------------
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and
the  Managing  Agents  under  the  Credit Documents are only those expressly set
forth  therein.  Without  limiting  the  generality  of  the  foregoing,  the
Administrative  Agent  shall  not  be required to take any action concerning any
Default  or  Event  of Default, except as expressly provided in Sections 7.2 and
7.4.  Unless  and  until the Required Lenders (or, if required by Section 10.11,
all  of  the  Lenders)  give  such direction (including, without limitation, the
giving  of  a  notice  of  default  as  described  in  Section  7.1(c)),  the
Administrative  Agent  may,  except  as  otherwise  expressly provided herein or
therein, take or refrain from taking such actions as it deems appropriate and in
the  best  interest  of  all  the  Lenders.  In  no  event,  however,  shall the
Administrative  Agent, the Co-Syndication Agents, the Co-Documentation Agents or
the  Managing  Agents  be required to take any action in violation of applicable
law  or  of any provision of any Credit Document, and each of the Administrative
Agent,  the  Co-Syndication Agents, the Co-Documentation Agents and the Managing
Agents  shall  in  all  cases  be  fully justified in failing or refusing to act
hereunder  or  under  any  other  Credit  Document  unless it first receives any
further  assurances of its indemnification from the Lenders that it may require,
including  prepayment  of  any  related  expenses  and  any  other protection it
requires  against  any  and all costs, expenses, and liabilities it may incur in
taking  or continuing to take any such action. The Administrative Agent shall be
entitled  to  assume that no Default or Event of Default, other than non-payment
of  any  scheduled  principal  or  interest payment due hereunder, exists unless
notified in writing to the contrary by a Lender or the Borrower. In all cases in
which  the  Credit  Documents  do  not  require  the  Administrative  Agent, the
Co-Syndication  Agents,  the  Co-Documentation  Agents or the Managing Agents to
take  specific  action,  the  Administrative  Agent,  each of the Co-Syndication
Agents,  the  Co-Documentation  Agents  and  the  Managing Agents shall be fully
justified  in  using  its  discretion in failing to take or in taking any action
thereunder.  Any  instructions of the Required Lenders, or of any other group of
Lenders  called  for under specific provisions of the Credit Documents, shall be
binding  on  all  the  Lenders  and  holders  of  Notes.

     Section  9.4.  Consultation with Experts. Each of the Administrative Agent,
                    -------------------------
the  Co-Syndication  Agents, the Co-Documentation Agents and the Managing Agents
may consult with legal counsel, independent public accountants and other experts
selected  by  it  and  shall not be liable for any action taken or omitted to be
taken  by  it  in  good  faith  in  accordance  with the advice of such counsel,
accountants  or  experts.

     Section  9.5.  Indemnification  Provisions;  Credit  Decision.  Neither the
                    ----------------------------------------------
Administrative  Agent,  the  Co-Syndication Agents, the Co-Documentation Agents,
the  Managing  Agents nor any of their directors, officers, agents, or employees
shall be liable for any action taken or not taken by them in connection with the
Credit  Documents (i) with the consent or at the request of the Required Lenders
(or,  if  required by Section 10.11, all of the Lenders), or (ii) in the absence
of  their own gross negligence or willful misconduct. Neither the Administrative
Agent,  the  Co-Syndication  Agents,  the  Co-Documentation Agents, the Managing
Agents  nor  any  of  their  directors,  officers,  agents or employees shall be
responsible  for  or  have  any  duty  to  ascertain,


                                       67
<PAGE>
inquire  into  or  verify  (i) any statement, warranty or representation made in
connection with this Agreement, any other Credit Document or any Borrowing; (ii)
the  performance  or  observance  of  any  of the covenants or agreements of the
Borrower  or  any  Subsidiary  contained herein or in any other Credit Document;
(iii)  the  satisfaction of any condition specified in Article 4, except receipt
of  items  required  to  be  delivered  to the Administrative Agent; or (iv) the
validity,  effectiveness,  genuineness,  enforceability,  value,  worth  or
collectability  hereof or of any other Credit Document or of any other documents
or  writings  furnished  in  connection  with  any  Credit  Document;  and  the
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and
the Managing Agents make no representation of any kind or character with respect
to  any  such  matters mentioned in this sentence. The Administrative Agent, the
Co-Syndication  Agents,  the Co-Documentation Agents and the Managing Agents may
execute  any  of  their  duties  under any of the Credit Documents by or through
employees,  agents,  and  attorneys-in-fact  and  shall not be answerable to the
Lenders  or any other Person for the default or misconduct of any such agents or
attorneys-in-fact  selected  with reasonable care. The Administrative Agent, the
Co-Syndication Agents, the Co-Documentation Agents and the Managing Agents shall
not  incur  any  liability  by  acting  in  reliance  upon  any notice, consent,
certificate,  other  document or statement (whether written or oral) believed by
it to be genuine or to be sent by the proper party or parties. In particular and
without  limiting  any  of  the  foregoing,  the  Administrative  Agent  and the
Co-Documentation Agents shall have no responsibility for confirming the accuracy
of any Compliance Certificate or other document or instrument received by any of
them  under  the  Credit Documents. The Administrative Agent, the Co-Syndication
Agents,  the Co-Documentation Agents and the Managing Agents may treat the payee
of  any  Note  as the holder thereof until written notice of transfer shall have
been  filed  with  such  Administrative  Agent  signed  by  such  owner  in form
satisfactory  to such Administrative Agent. Each Lender acknowledges that it has
independently,  and  without  reliance  on  the  Administrative  Agent,  the
Co-Syndication Agents, the Co-Documentation Agents or the Managing Agents or any
other  Lender,  obtained  such  information  and  made  such  investigations and
inquiries  regarding  the Borrower and its Subsidiaries as it deems appropriate,
and  based  upon  such  information,  investigations and inquiries, made its own
credit  analysis and decision to extend credit to the Borrower in the manner set
forth  in the Credit Documents. It shall be the responsibility of each Lender to
keep  itself  informed  about  the  creditworthiness  and  business, properties,
assets,  liabilities,  condition  (financial  or otherwise) and prospects of the
Borrower  and its Subsidiaries, and the Administrative Agent, the Co-Syndication
Agents,  the  Co-Documentation  Agents  and  the  Managing  Agents shall have no
liability  whatsoever  to any Lender for such matters. The Administrative Agent,
the  Co-Syndication  Agents, the Co-Documentation Agents and the Managing Agents
shall  have  no duty to disclose to the Lenders information that is not required
by  any  Credit  Document to be furnished by the Borrower or any Subsidiaries to
such  Agent  at such time, but is voluntarily furnished to such Agent (either in
their  respective  capacity  as Administrative Agent, the Co-Syndication Agents,
the  Co-Documentation  Agents  or  the  Managing  Agents  or in their individual
capacity).

     Section 9.6. Indemnity. The Lenders shall ratably, in accordance with their
                  ---------
Percentages,  indemnify  and  hold  the Administrative Agent, the Co-Syndication
Agents,  the  Co-Documentation Agents, the Managing Agents, and their directors,
officers,  employees,  agents  and representatives harmless from and against any
liabilities,  losses,  costs  or  expenses  suffered or incurred by it under any
Credit  Document  or  in  connection  with  the  transactions  contemplated


                                       68
<PAGE>
thereby,  regardless  of when asserted or arising, except to the extent they are
promptly  reimbursed  for the same by the Borrower and except to the extent that
any  event  giving rise to a claim was caused by the gross negligence or willful
misconduct  of  the  party  seeking  to  be  indemnified. The obligations of the
Lenders under this Section 9.6 shall survive termination of this Agreement.

     Section 9.7. Resignation of Agents and Successor Agents. The Administrative
                  ------------------------------------------
Agent,  the  Co-Syndication Agents, the Co-Documentation Agents and the Managing
Agents  may  resign  at  any time and shall resign upon any removal thereof as a
Lender  pursuant  to the terms of this Agreement upon at least thirty (30) days'
prior  written  notice  to  the Lenders and the Borrower. Any resignation of the
Administrative  Agent  shall  not  be  effective until a replacement therefor is
appointed  pursuant  to  the  terms  hereof.  Upon  any  such resignation of the
Administrative  Agent or any Co-Syndication Agent, the Co-Documentation Agent or
Managing  Agent,  the Required Lenders and, so long as no Event of Default shall
then  exist,  with  the  consent  of  the  Borrower  (which consent shall not be
unreasonably  withheld  or  delayed) shall have the right to appoint a successor
Administrative  Agent,  Co-Syndication Agent, Co-Documentation Agent or Managing
Agent,  as the case may be. If no successor Administrative Agent, Co-Syndication
Agent,  Co-Documentation Agent or Managing Agent, as the case may be, shall have
been  so  appointed  by  the  Required  Lenders  and  shall  have  accepted such
appointment  within  thirty (30) days after the retiring Administrative Agent's,
Co-Syndication  Agent's,  Managing Agent's or Co-Documentation Agent's giving of
notice  of  resignation,  then the retiring Administrative Agent, Co-Syndication
Agent,  Co-Documentation  Agent  or  Managing Agent, as the case may be, may, on
behalf of the Lenders and, so long as no Event of Default shall then exist, with
the consent of the Borrower (which consent shall not be unreasonably withheld or
delayed)  appoint  a  successor  Administrative  Agent,  Co-Syndication  Agent,
Co-Documentation Agent or Managing Agent, as the case may be, which shall be any
Lender  hereunder  or any commercial bank organized under the laws of the United
States  of  America  or  of  any State thereof and having a combined capital and
surplus  of  at  least $1,000,000,000. Upon the acceptance of its appointment as
the  Administrative  Agent, the Co-Syndication Agent, the Co-Documentation Agent
or  the  Managing  Agent  hereunder,  such  successor  Administrative  Agent,
Co-Syndication  Agent, Co-Documentation Agent or Managing Agent, as the case may
be,  shall thereupon succeed to and become vested with all the rights and duties
of  the  retiring  Administrative  Agent, Co-Syndication Agent, Co-Documentation
Agent or Managing Agent, as the case may be, under the Credit Documents, and the
retiring  Administrative  Agent, Co-Syndication Agent, Co-Documentation Agent or
the  Managing  Agent  shall  be  discharged  from  its  duties  and  obligations
thereunder.  After  any retiring Administrative Agent's, Co-Syndication Agent's,
Co-Documentation  Agent's  or  Managing  Agent's  resignation  hereunder  as
Administrative  Agent,  Co-Syndication Agent, Co-Documentation Agent or Managing
Agent,  as  the case may be, the provisions of this Article 9 and all protective
provisions  of  the  other Credit Documents shall inure to its benefit as to any
actions  taken  or  omitted to be taken by it while it was Administrative Agent,
Co-Syndication  Agent, Co-Documentation Agent or Managing Agent, as the case may
be.

ARTICLE 10.       MISCELLANEOUS.


                                       69
<PAGE>
     Section  10.1.  No  Waiver.  No  delay  or  failure  on  the  part  of  the
                     ----------
Administrative Agent or any Lender or Issuing Bank, or on the part of the holder
or holders of any Notes, in the exercise of any power, right or remedy under any
Credit  Document  shall operate as a waiver thereof or as an acquiescence in any
default,  nor shall any single or partial exercise thereof preclude any other or
further  exercise  of  any  other  power, right or remedy. To the fullest extent
permitted  by  applicable  law, the powers, rights and remedies under the Credit
Documents  of  the  Administrative  Agent, the Lenders, the Issuing Bank and the
holder  or  holders  of  any  Notes are cumulative to, and not exclusive of, any
powers,  rights  or  remedies  any  of  them  would  otherwise  have.

     Section  10.2.  Non-Business Day. Subject to Section 2.6, if any payment of
                     ----------------
principal  or interest on any portion of any Loan, any Reimbursement Obligation,
or  any  other  Obligation  shall fall due on a day which is not a Business Day,
interest  or fees (as applicable) at the rate, if any, such portion of any Loan,
any  Reimbursement Obligation, or other Obligation bears for the period prior to
maturity  shall  continue  to  accrue  in  the  manner  set forth herein on such
Obligation from the stated due date thereof to the next succeeding Business Day,
on  which  the  same  shall  instead  be  payable.

     Section  10.3.  Documentary Taxes. The Borrower agrees that it will pay any
                     -----------------
documentary, stamp or similar taxes payable with respect to any Credit Document,
including  interest  and  penalties,  in  the  event any such taxes are assessed
irrespective  of when such assessment is made, other than any such taxes imposed
as a result of any transfer of an interest in a Credit Document. Each Lender and
Issuing  Bank that determines to seek compensation under this Section 10.3 shall
give written notice to the Borrower and, in the case of a Lender or Issuing Bank
other  than  the  Administrative  Agent,  the  Administrative  Agent  of  the
circumstances  that  entitle such Lender or Issuing Bank to such compensation no
later  than  ninety  (90) days after such Lender or Issuing Bank receives actual
notice  or obtains actual knowledge of the law, rule, order or interpretation or
occurrence  of another event giving rise to a claim hereunder. In any event, the
Borrower  shall not have any obligation to pay any amount with respect to claims
accruing  prior  to  the  90th  day  preceding  such  written  demand.

     Section  10.4.  Survival  of  Representations.  All  representations  and\
                     -----------------------------
warranties  made  herein  or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and the other Credit Documents, and
shall  continue  in  full  force and effect with respect to the date as of which
they  were  made  as  long  as  the Borrower has any Obligation hereunder or any
Commitment  hereunder  is  in  effect.

     Section  10.5.  Survival of Indemnities. All indemnities and all provisions
                     -----------------------
relative  to reimbursement to the Lenders and Issuing Bank of amounts sufficient
to  protect  the yield of the Lenders and Issuing Bank with respect to the Loans
and  the  L/C  Obligations, including, but not limited to, Section 2.13, Section
3.3,  Section  7.6,  Section 8.3, Section 10.3, and Section 10.13 hereof, shall,
subject  to  Section  8.3(c),  survive the termination of this Agreement and the
other  Credit  Documents  and the payment of the Loans and all other Obligations
and, with respect to any Lender or Issuing Bank, any replacement by the Borrower
of  such  Lender  pursuant to the terms hereof, in each case for a period of one
(1)  year.


                                       70
<PAGE>
     Section  10.6.  Setoff.  In addition to any rights now or hereafter granted
                     ------
under  applicable  law and not by way of limitation of any such rights, upon the
occurrence  of,  and  throughout  the continuance of, any Event of Default, each
Lender  and  Issuing  Bank  and  each  subsequent  holder  of any Note is hereby
authorized  by  the Borrower at any time or from time to time, without notice to
the Borrower or any other Person, any such notice being hereby expressly waived,
to  set  off  and  to  appropriate and to apply any and all deposits (general or
special,  including,  but not limited to, Indebtedness evidenced by certificates
of  deposit, whether matured or unmatured, but not including trust accounts, and
in  whatever  currency denominated) and any other Indebtedness at any time owing
by  that Lender or that subsequent holder to or for the credit or the account of
the  Borrower,  whether  or  not  matured, against and on account of the due and
unpaid  obligations  and  liabilities  of the Borrower to that Lender or Issuing
Bank  or  that  subsequent  holder  under  the Credit Documents, irrespective of
whether  or not that Lender or Issuing Bank or that subsequent holder shall have
made  any  demand  hereunder.  Each  Lender  or Issuing Bank shall promptly give
notice  to  the  Borrower  of  any  action  taken  by  it  under  this  Section
10.6,provided  that  any  failure  of  such  Lender or Issuing Bank to give such
notice to the Borrower shall not affect the validity of such setoff. Each Lender
and  Issuing  Bank agrees with each other Lender and Issuing Bank a party hereto
that if such Lender or Issuing Bank receives and retains any payment, whether by
setoff  or application of deposit balances or otherwise, in respect of the Loans
or  L/C  Obligations  in  excess  of  its  ratable share of payments on all such
Obligations  then  owed  to  the  Lenders  and Issuing Bank hereunder, then such
Lender  or  Issuing  Bank  shall  purchase  for  cash at face value, but without
recourse,  ratably  from  each of the other Lenders such amount of the Loans and
L/C  Obligations  and  participations  therein held by each such other Lender as
shall  be  necessary  to  cause such Lender or Issuing Bank to share such excess
payment  ratably  with all the other Lenders;provided, however, that if any such
purchase  is  made  by any Lender or Issuing Bank, and if such excess payment or
part  thereof  is  thereafter  recovered  from such purchasing Lender or Issuing
Bank,  the  related  purchases  from  the other Lenders or Issuing Bank shall be
rescinded  ratably  and  the  purchase  price restored as to the portion of such
excess  payment  so  recovered,  but  without  interest.

     Section  10.7.  Notices.  Except as otherwise specified herein, all notices
                     -------
under  the  Credit  Documents  shall be in writing (including cable, telecopy or
telex) and shall be given to a party hereunder at its address, telecopier number
or  telex  number  set  forth  below or such other address, telecopier number or
telex number as such party may hereafter specify by notice to the Administrative
Agent  and  the  Borrower,  given  by  courier,  by  United  States certified or
registered  mail,  by  telegram  or by other telecommunication device capable of
creating  a  written  record  of  such notice and its receipt. Notices under the
Credit  Documents  to the Lenders, the Administrative Agent and the Issuing Bank
shall be addressed to their respective addresses, telecopier or telex number, or
telephone  numbers  set forth on the signature pages hereof, and to the Borrower
to:


                                Transocean Inc.
                                4  Greenway  Plaza
                                Houston,  Texas  77046
                                Attention:  Gregory  Cauthen
                                Telephone  No.:  (713)  232-7487
                                Fax  No.:  (713)  232-7033


                                       71
<PAGE>
With  a  copy  to:
                                Baker  Botts  LLP
                                One  Shell  Plaza
                                Houston,  Texas  77002-4995
                                Attention:  Stephen  Krebs
                                Telephone  No.  (713)  229-1467
                                Fax  No.:  (713)  229-1522


Each such notice, request or other communication shall be effective (i) if given
by  telecopier,  when  such  telecopy  is  transmitted  to the telecopier number
specified  in  this  Section  10.7, on the signature pages hereof or pursuant to
Section  10.10  and a confirmation of receipt of such telecopy has been received
by the sender, (ii) if given by courier, when delivered, (iii) if given by mail,
five  (5)  days  after such communication is deposited in the mail, certified or
registered  with  return receipt requested, or (iv) if given by any other means,
when delivered at the addresses specified in this Section 10.7, on the signature
pages  hereof  or  pursuant  to  Section  10.10;  provided that any notice given
pursuant  to  Article  2  shall  be  effective  only  upon receipt and, provided
further,  that any notice that but for this proviso would be effective after the
close of business on a Business Day or on a day that is not a Business Day shall
be  effective  at  the  opening  of  business  on  the  next  Business  Day.

     Section 10.8. Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts,  and  by  the different parties on different counterpart signature
pages,  each  of  which  when executed shall be deemed an original, but all such
counterparts  taken  together  shall  constitute  one  and  the  same Agreement.

     Section  10.9. Successors and Assigns. This Agreement shall be binding upon
                    ----------------------
the  Borrower,  each of the Lenders, the Issuing Bank, the Administrative Agent,
the Co-Syndication Agents, the Co-Documentation Agents, the Managing Agents, and
their  respective  successors and assigns, and shall inure to the benefit of the
Borrower,  each  of the Lenders, the Issuing Bank, the Administrative Agent, the
Co-Syndication  Agents,  the  Co-Documentation  Agents, the Managing Agents, and
their  respective successors and assigns, including any subsequent holder of any
Note; provided, however,  the  Borrower  may  not  assign  any  of its rights or
obligations  under  this  Agreement  or  any  other  Credit Document without the
written  consent of all Lenders, the Issuing Bank, the Administrative Agent, the
Co-Syndication  Agents, the Co-Documentation Agents and the Managing Agents, and
the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents
and  the  Managing  Agents  may  not  assign  any  of their respective rights or
obligations  under  this  Agreement  or any Credit Document except in accordance
with  Article  9  and  no Lender or Issuing Bank may assign any of its rights or
obligations  under  this  Agreement  or  any  other  Credit  Document  except in
accordance with Section 10.10. Any Lender or Issuing Bank may at any time pledge
or  assign  all  or any portion of its rights under this Agreement and the Notes
issued  to  it  (i)  to a Federal Reserve Bank to secure extensions of credit by
such Federal Reserve Bank to such Lender, or (ii) in the case of any Lender that
is  a  fund  comprised in whole or in part of commercial loans, to a trustee for
such fund in support of such Lender's obligations to such trustee; provided that
no  such  pledge  or  assignment  shall  release  a


                                       72
<PAGE>
Lender  or  Issuing Bank from any of its obligations hereunder or substitute any
such  Federal Reserve Bank or such trustee for such Lender as a party hereto and
the  Borrower,  the Administrative Agent and the other Lenders shall continue to
deal  solely  with such Lender or Issuing Bank in connection with the rights and
obligations of such Lender and Issuing Bank under this Agreement.

     Section  10.10.  Sales and Transfers of Borrowing and Notes; Participations
                      ----------------------------------------------------------
in  Borrowings  and  Notes.
--------------------------

     (a)     Any  Lender  may,  upon written notice to the Borrower, at any time
sell  to  one  or  more  commercial  banking  or  other  financial  or  lending
institutions  ("Participants") participating interests in any Commitment of such
Lender  and Related Credit Extensions of such Lender hereunder, provided that no
Lender  may  sell  any  participating  interests  in any such Commitment or such
Related Credit Extensions hereunder without also selling to such Participant the
appropriate  pro  rata  share of all such Lender's Commitment and Related Credit
Extensions  hereunder (but excluding interests in respect of Competitive Loans),
and  provided  further  that  no  Lender  shall  transfer,  grant  or assign any
participation  under  which the Participant shall have rights to vote upon or to
consent  to  any  matter  to  be  decided by the Lenders or the Required Lenders
hereunder  or  under any other Credit Document or to approve any amendment to or
waiver  of this Agreement or any other Credit Document except to the extent such
amendment  or  waiver  would (i) increase the amount of such Lender's Commitment
and  such  increase would affect such Participant, (ii) reduce the principal of,
or  interest  on,  any of such Lender's Borrowings, or any fees or other amounts
payable  to  such  Lender  hereunder  and  such  reduction  would  affect  such
Participant,  (iii)  postpone  any  date  fixed  for  any  scheduled  payment of
principal  of,  or  interest on, any of such Lender's Borrowings, or any fees or
other  amounts  payable  to  such  Lender  hereunder and such postponement would
affect  such  Participant,  or  (iv)  release  any  collateral  security for any
Obligation,  except  as  otherwise specifically provided in any Credit Document.
In  the  event  of  any  such  sale  by a Lender of participating interests to a
Participant, such Lender's obligations under this Agreement to the other parties
to  this  Agreement  shall  remain  unchanged,  such  Lender shall remain solely
responsible  for the performance thereof, such Lender shall remain the holder of
any  such  Note  for  all  purposes  under  this Agreement, the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
such  Lender  shall  retain  the  sole  right  to enforce the obligations of the
Borrower  under  any  Credit  Document.  The  Borrower  agrees  that  if amounts
outstanding under this Agreement and the Notes shall have been declared or shall
have  become  due  and  payable  in  accordance with Section 7.2 or 7.3 upon the
occurrence  of an Event of Default, each Participant shall be deemed to have the
right  of setoff in respect of its participating interest in amounts owing under
this  Agreement  and  any  Note  to  the  same  extent  as  if the amount of its
participating  interest  were  owing  directly  to  it  as  a  Lender under this
Agreement  or  any  Note, provided that such right of setoff shall be subject to
the  obligation  of  such Participant to share with the Lenders, and the Lenders
agree to share with such Participant, as provided in Section 10.6.  The Borrower
also  agrees that each Participant shall be entitled to the benefits of Sections
2.13,  3.3  and 8.3 with respect to its participation in the Commitments and the
Borrowings  outstanding from time to time, provided that no Participant shall be
entitled  to  receive  any  greater  amount  pursuant  to such Sections than the
transferor  Lender  would  have  been  entitled  to  receive  in


                                       73
<PAGE>
respect  of  the amount of the participation transferred if no participation had
been transferred and provided, further, that Sections 8.3(c) and 8.6 shall apply
to  the  transferor Lender with respect to any claim by any Participant pursuant
to  Section  2.13, 3.3 or 8.3 as fully as if such claim was made by such Lender.
Anything  herein to the contrary notwithstanding, the Borrower shall not, at any
time,  be  obligated  to  pay  to  any  Lender  any sum in excess of the sum the
Borrower  would  have  been  obligated  to  pay to such Lender hereunder if such
Lender  had  not sold any participation in its rights and obligations under this
Agreement  or  any  other  Credit  Document.

     (b)     Any  Lender  may  at  any  time  sell  to  (i) any of such Lender's
affiliates  or to any other Lender or any affiliate thereof that is a commercial
banking or other financial or lending institution not subject to Regulation T of
the  Board  of  Governors of the Federal Reserve System and, (ii) with the prior
written consent of the Administrative Agent and the Borrower (which shall not be
unreasonably  withheld  or  delayed), to one or more commercial banking or other
financial  or  lending  institutions not subject to Regulation T of the Board of
Governors  of  the  Federal  Reserve  System  (any of (i) or (ii), a "Purchasing
Lender"), all or any part of its rights and obligations under this Agreement and
the  other  Credit  Documents,  pursuant  to an Assignment Agreement in the form
attached  as  Exhibit  10.10,  executed  by  such  Purchasing  Lender  and  such
              --------------
transferor  Lender  (and, in the case of a Purchasing Lender which is not then a
Lender  or  an  affiliate thereof, by the Borrower and the Administrative Agent)
and  delivered  to  the  Administrative Agent; provided that each such sale to a
Purchasing  Lender  (other  than  an  existing  Lender) shall be in an amount of
$5,000,000  (calculated  as  hereinafter  set  forth) or more, or if in a lesser
amount or if as a result of such sale the sum of the unfunded Commitment of such
Lender  plus  the  aggregate  principal  amount  of  such  Lender's  Loans  and
participations  in Letters of Credits would be less than an amount of $5,000,000
(calculated  as  hereinafter  set  forth),  such  sale  shall  be of all of such
Lender's rights and obligations under this Agreement and all of the other Credit
Documents  payable  to  it  to  one  Purchasing  Lender.  Notwithstanding  the
requirement of the Borrower's consent set forth above, but subject to all of the
other  terms and conditions of this Section 10.10(b), any Lender may sell to one
or  more  commercial  banking  or  other  financial  or lending institutions not
subject to Regulation T of the Board of Governors of the Federal Reserve System,
all  or  any  part  of their rights and obligations under this Agreement and the
other  Credit Documents with only the consent of the Administrative Agent (which
shall not be unreasonably withheld or delayed) if an Event of Default shall have
occurred  and  be  continuing.  No  Lender may sell or assign any portion of its
Commitment  and  Related  Credit  Extensions  (excluding Competitive Loans) to a
Purchasing  Lender  without  also  selling  to  such  Purchasing  Lender (i) the
appropriate  pro  rata  share of all such Lender's Commitment and Related Credit
Extensions  hereunder (but excluding interests in respect of Competitive Loans),
and  (ii) a pro rata amount of such Lender's loans (excluding loans made by such
Lender  on  a competitive bid basis pursuant to the Five-Year Credit Agreement),
borrowings,  promissory  notes, commitment, and any obligations and interests in
respect  of  letter  of  credit obligations under the Five-Year Credit Agreement
(but  excluding  interests  in  respect  of  loans  made  by  such  Lender  on a
competitive  bid  basis  thereunder);  provided,  however,  that no such sale or
assignment  shall  be  required  in respect of any interests under the Five-Year
Credit  Agreement  where  the  Lender is effecting such sale or assignment under
this  Agreement  as  a  Non-Extending  Lender  pursuant to Section 2.16(c).  For
purposes  of  calculating  the  satisfaction  of  the  $5,000,000 minimum amount
requirement  set  forth  in  the  first sentence of this Section 10.10(b) and in
Section  2.15(c),  such  amount shall be the sum of the total amount so sold and
assigned  to


                                       74
<PAGE>
the  Purchasing  Lender  pursuant to this Agreement and the total amount so sold
and assigned to the Purchasing Lender pursuant to the Five-Year Credit Agreement
in  accordance  with  the  immediately  preceding sentence. Upon such execution,
delivery  and  acceptance,  from  and  after  the effective date of the transfer
determined  pursuant  to  such  Assignment  Agreement, (x) the Purchasing Lender
thereunder  shall  be  a  party  hereto  and,  to  the  extent  provided in such
Assignment Agreement, have the rights and obligations of a Lender hereunder with
a Commitment as set forth herein and (y) the transferor Lender thereunder shall,
to  the  extent  provided  in  such  Assignment  Agreement, be released from its
obligations  under  this  Agreement (and, in the case of an Assignment Agreement
covering  all  or  the  remaining  portion  of  a transferor Lender's rights and
obligations  under  this  Agreement,  such transferor Lender shall cease to be a
party hereto). Such Assignment Agreement shall be deemed to amend this Agreement
to the extent, and only to the extent, necessary to reflect the addition of such
Purchasing  Lender  and  the resulting adjustment of Commitments and Percentages
arising  from  the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such transferor Lender under this Agreement, the Notes
and  the  other  Credit  Documents.  On  or  prior  to the effective date of the
transfer  determined pursuant to such Assignment Agreement, the Borrower, at its
own  expense,  shall execute and deliver to the Administrative Agent in exchange
for  any  surrendered  Note,  a  new  Note  as  appropriate to the order of such
Purchasing  Lender  in an amount equal to the Commitments assumed by it pursuant
to  such  Assignment  Agreement,  and,  if  the transferor Lender has retained a
Commitment  or  Borrowing  hereunder,  a new Note to the order of the transferor
Lender  in  an  amount  equal  to  the  Commitments or Borrowings retained by it
hereunder. Such new Notes shall be dated the Initial Availability Date and shall
otherwise be in the form of the Notes replaced thereby. The Notes surrendered by
the  transferor  Lender  shall  be  returned  by the Administrative Agent to the
Borrower  marked  "cancelled."

     (c)     Upon  its  receipt  of  an  Assignment  Agreement  executed  by  a
transferor Lender, a Purchasing Lender and the Administrative Agent (and, in the
case  of  a Purchasing Lender that is not then a Lender or an affiliate thereof,
by  the  Borrower),  together  with  payment  by  the  transferor  Lender to the
Administrative  Agent  hereunder  of a registration and processing fee of $1,000
(unless  the  Borrower is replacing such Lender pursuant to the terms hereof, in
which  event  such  fee shall be paid by the Borrower), the Administrative Agent
shall  (i)  promptly accept such Assignment Agreement, and (ii) on the effective
date  of the transfer determined pursuant thereto give notice of such acceptance
and  recordation  to  the  Lenders  and the Borrower.  The Borrower shall not be
responsible  for  such  registration and processing fee or any costs or expenses
incurred  by  any  Lender,  any Purchasing Lender or the Administrative Agent in
connection  with  such  assignment  except  as  provided  above.

     (d)     If,  pursuant  to this Section 10.10 any interest in this Agreement
or  any  Loan  or Note is transferred to any transferee which is organized under
the  laws  of  any  jurisdiction  other than the United States of America or any
State  thereof,  the transferor Lender shall cause such transferee, concurrently
with  the  effectiveness  of  such  transfer, (i) to represent to the transferor
Lender  (for  the benefit of the transferor Lender, the Administrative Agent and
the  Borrower)  that under applicable law and treaties no taxes will be required
to  be  withheld  by  the  Administrative  Agent, the Borrower or the transferor
Lender  with respect to any payments to be made to such transferee in respect of
the Loans or the L/C Obligations, (ii) to furnish to the transferor Lender (and,
in the case of any Purchasing Lender, the Administrative Agent and the Borrower)
two


                                       75
<PAGE>
duly  completed  and  signed copies of either U.S. Internal Revenue Service Form
W-8 BEN or U.S. Internal Revenue Service Form W-8 ECI or such successor forms as
shall  be  adopted  from  time  to  time  by  the  relevant United States taxing
authorities  (wherein  such  transferee claims entitlement to complete exemption
from U.S. federal withholding tax on all interest payments hereunder), and (iii)
to agree (for the benefit of the transferor Lender, the Administrative Agent and
the  Borrower)  to  provide  the  transferor  Lender  (and,  in  the case of any
Purchasing  Lender,  the  Administrative  Agent  and  the Borrower) new forms as
contemplated  by  Section  3.3(b)  upon  the  expiration  or obsolescence of any
previously  delivered  form  and  comparable  statements  in  accordance  with
applicable  U.S. laws and regulations and amendments duly executed and completed
by  such  transferee,  and  to comply from time to time with all applicable U.S.
laws  and  regulations  with  regard  to  such  withholding  tax  exemption.

     (e)     Notwithstanding  any  other  provisions  of  this Section 10.10, no
transfer  or assignment of the interests of any Lender hereunder or any grant of
participations  therein shall be permitted if such transfer, assignment or grant
would  require  the Borrower to file a registration statement with the SEC or to
qualify  the Loans, the Notes or any other Obligations under the securities laws
of  any  jurisdiction.

     Section  10.11.  Amendments,  Waivers  and  Consents.  Any provision of the
                      -----------------------------------
Credit  Documents  may  be  amended or waived if, but only if, such amendment or
waiver  is  in  writing  and  is  signed  by  (a) the Borrower, (b) the Required
Lenders,  and  (c)  if  the  rights  or  duties of the Administrative Agent, the
Co-Syndication  Agent,  the  Co-Documentation  Agent  or  the Managing Agent are
affected  thereby,  the  Administrative  Agent,  the  Co-Syndication  Agent, the
Co-Documentation Agent or the Managing Agent, as the case may be, provided that:

          (i)     no amendment or waiver shall (A) increase the Revolving Credit
     Commitment  Amount  without  the  consent  of  all  Lenders or increase any
     Commitment  of  any  Lender  without  the  consent  of  such Lender, or (B)
     postpone  the  Commitment  Termination  Date  or  Maturity Date without the
     consent  of  all  Lenders, or reduce the amount of or postpone the date for
     any  scheduled  payment of any principal of or interest (including, without
     limitation,  any reduction in the rate of interest unless such reduction is
     otherwise  provided  herein)  on any Loan or Reimbursement Obligation or of
     any fee payable hereunder, without the consent of each Lender owed any such
     Obligation,  or  (C)  release  any  Collateral  for  any  Collateralized
     Obligations (other than as provided in accordance with Section 7.4) without
     the  consent  of  all  Lenders;  and

          (ii)     no  amendment  or waiver shall, unless signed by each Lender,
     change  the  provisions of this Section 10.11 or the definition of Required
     Lenders  or  the  number  of  Lenders required to take any action under any
     other  provision  of  the  Credit  Documents.

     Section  10.12.  Headings.  Section headings used in this Agreement are for
                      --------
reference  only  and  shall  not  affect  the  construction  of  this Agreement.

     Section  10.13.  Legal Fees, Other Costs and Indemnification. The Borrower,
                      -------------------------------------------
upon  demand  by the Administrative Agent, agrees to pay the reasonable fees and
disbursements  of  legal  counsel to the Administrative Agent in connection with
the  preparation  and  execution  of


                                       76
<PAGE>
the  Credit  Documents  (which  shall  be  in an amount agreed in writing by the
Borrower),  and any amendment, waiver or consent related thereto, whether or not
the  transactions  contemplated  therein  are  consummated. The Borrower further
agrees  to  indemnify  each  Lender, Issuing Bank, the Administrative Agent, the
Co-Syndication  Agents,  the  Co-Documentation  Agents, the Managing Agents, and
their respective directors, officers, employees and attorneys (collectively, the
"Indemnified  Parties"),  against  all  losses,  claims,  damages,  penalties,
judgments,  liabilities  and  expenses  (including,  without  limitation,  all
reasonable  attorneys'  fees  and  other  reasonable  expenses  of litigation or
preparation  therefor, whether or not such Indemnified Party is a party thereto)
which  any  of  them  may  pay  or  incur as a result of (a) any action, suit or
proceeding by any third party or governmental authority against such Indemnified
Party  and  relating to any Credit Document, the Loans, any Letter of Credit, or
the  application  or proposed application by any of the Borrower of the proceeds
of any Loan or use of any Letter of Credit, REGARDLESS OF WHETHER SUCH CLAIMS OR
ACTIONS  ARE FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR CONTRIBUTORY
NEGLIGENCE  OF  ANY  OF  THE  INDEMNIFIED PARTIES AND/OR ANY OF THEIR RESPECTIVE
DIRECTORS,  OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of any third
party  or  any  governmental  authority  involving  any  Lender  (as  a  lender
hereunder),  Issuing  Bank,  or  the  Administrative  Agent,  the Co-Syndication
Agents,  the  Co-Documentation  Agents  or the Managing Agents (in such capacity
hereunder) and related to any use made or proposed to be made by the Borrower of
the  proceeds  of  any  Loan,  or use of any Letter of Credit or any transaction
financed  or to be financed in whole or in part, directly or indirectly with the
proceeds of any Loan or Letter of Credit, and (c) any investigation of any third
party  or  any  governmental  authority,  litigation or proceeding involving any
Lender  (as  a lender hereunder) or the Administrative Agent, the Co-Syndication
Agents,  the  Co-Documentation  Agents  or the Managing Agents (in such capacity
hereunder)  and related to any environmental cleanup, audit, compliance or other
matter  relating  to  any  Environmental  Law  or  the presence of any Hazardous
Material  (including,  without  limitation,  any  losses,  liabilities, damages,
injuries,  costs, expenses or claims asserted or arising under any Environmental
Law)  with  respect  to the Borrower, regardless of whether caused by, or within
the  control of, the Borrower; provided, however, that the Borrower shall not be
obligated  to  indemnify  any Indemnified Party for any of the foregoing arising
out  of  such  Indemnified  Party's  gross  negligence or willful misconduct, as
determined  pursuant  to  a final nonappealable judgment of a court of competent
jurisdiction  or  as  expressly agreed in writing by such Indemnified Party. The
Borrower,  upon  demand  by the Administrative Agent, the Co-Syndication Agents,
the  Co-Documentation Agents, the Managing Agents or a Lender or Issuing Bank at
any  time,  shall  reimburse  such  Agent or such Lender or Issuing Bank for any
reasonable  legal or other expenses incurred in connection with investigating or
defending  against  any  of  the  foregoing, except if the same is excluded from
indemnification  pursuant  to  the  provisions  of  the preceding sentence. Each
Indemnified  Party  agrees  to contest any indemnified claim if requested by the
Borrower, in a manner reasonably directed by the Borrower, with counsel selected
by  the Indemnified Party and approved by the Borrower, which approval shall not
be  unreasonably  withheld  or  delayed.  Any Indemnified Party that proposes to
settle  or compromise any such indemnified claim shall give the Borrower written
notice  of  the  terms  of  such proposed settlement or compromise reasonably in
advance  of  settling  or compromising such claim or proceeding and shall obtain
the  Borrower's  prior  written  consent  thereto,  which  consent  shall not be
unreasonably withheld  or delayed; provided that the Indemnified Party shall not
be


                                       77
<PAGE>
restricted from settling or compromising any such claim if the Indemnified Party
waives  its  right  to  indemnity  from  the  Borrower in respect of such claim.

     Section  10.14.  Governing  Law; Submission to Jurisdiction; Waiver of Jury
                      ----------------------------------------------------------
Trial.
-----

     (A)     THIS  AGREEMENT  AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND
DUTIES  OF  THE  PARTIES  THERETO,  SHALL  BE  CONSTRUED  IN ACCORDANCE WITH AND
GOVERNED  BY  THE  INTERNAL  LAWS  OF  THE  STATE  OF  NEW  YORK.

     (B)  TO  THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO
AGREE  THAT  ANY  LITIGATION  BASED  HEREON,  OR  ARISING  OUT  OF, UNDER, OR IN
CONNECTION  WITH,  THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF
CONDUCT,  COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE  ADMINISTRATIVE AGENT, THE CO-DOCUMENTATION AGENTS, THE MANAGING AGENTS, THE
CO-SYNDICATION  AGENTS,  THE  LENDERS,  THE ISSUING BANK, OR THE BORROWER MAY BE
BROUGHT  AND  MAINTAINED  IN  THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
BOROUGH  OF  MANHATTAN  OR  THE  UNITED  STATES  DISTRICT COURT FOR THE SOUTHERN
DISTRICT  OF  NEW  YORK.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
BORROWER  HEREBY  EXPRESSLY  AND  IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS  OF  THE  STATE  OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF  NEW  YORK  FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH  ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN  CONNECTION WITH SUCH LITIGATION.  THE BORROWER HEREBY IRREVOCABLY DESIGNATES
CT  CORPORATION  SYSTEM,  111  8TH  AVENUE,  NEW  YORK,  NEW  YORK 10011, AS THE
DESIGNEE,  APPOINTEE  AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON BEHALF OF
THE  BORROWER,  SERVICE  OF  PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR
PROCEEDING  WITH  RESPECT HERETO.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  THE  BORROWER  FURTHER  IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, BY
REGISTERED  MAIL,  POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE  OF  NEW  YORK.  TO  THE  FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE
OR  HEREAFTER  MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT  IN  AN  INCONVENIENT  FORUM.  TO  THE  EXTENT  THAT THE BORROWER HAS OR
HEREAFTER  MAY  ACQUIRE  ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL  PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT  IN  AID  OF  EXECUTION  OR  OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY,


                                       78
<PAGE>
THE  BORROWER  HEREBY  IRREVOCABLY  WAIVES  TO  THE  FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT
AND  THE  OTHER  CREDIT  DOCUMENTS.

     (C)     TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE LAW, EACH PARTY
HERETO  WAIVES  ANY  RIGHT  TO  A  TRIAL  BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE  OR  DEFEND  ANY  RIGHTS  UNDER  THIS  AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR  WHICH  MAY IN THE FUTURE BE
DELIVERED  IN  CONNECTION  HEREWITH  OR  ARISING  FROM  ANY BANKING RELATIONSHIP
EXISTING  IN  CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING  SHALL  BE  TRIED  BEFORE  A  COURT  AND  NOT  BEFORE  A  JURY.

     (D)     EACH  PARTY  TO  THIS  AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS  IN  THE  MANNER  PROVIDED FOR NOTICES IN SECTION 10.7.  NOTHING IN THIS
AGREEMENT  WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  APPLICABLE  LAW.

     Section  10.15.  Confidentiality.  Each  of  the  Agents,  Issuing Bank and
                      ---------------
Lenders  agree  to  maintain  the confidentiality of the Information (as defined
below),  except  that  Information  may  be  disclosed  (i)  to their respective
affiliates  and  to  prospective  Purchasing  Lenders and Participants and their
respective  directors,  officers,  employees  and agents, including accountants,
legal  counsel  and  other  advisors  who have reason to use such Information in
connection  with  the  evaluation  of  the  transactions  contemplated  by  this
Agreement  (subject  to  similar  confidentiality provisions as provided herein)
solely for purposes of evaluating such Information, (ii) to the extent requested
by  any  regulatory authority, (iii) to the extent required by applicable law or
regulation  or by any subpoena or similar legal process, (iv) in connection with
the  exercise  of  any  remedies  hereunder  or any proceedings relating to this
Agreement  or  the other Credit Documents, (v) with the consent of the Borrower,
or (vi) to the extent such Information (x) becomes publicly available other than
as  a  result  of  a breach of this Section 10.15, or (y) becomes available on a
non-confidential  basis  from a source other than the Borrower or its affiliates
or  the  Lenders  or  their  respective  affiliates.  For  purposes  hereof,
"Information"  means  all  information received by the Lenders from the Borrower
relating  to  the Borrower or its business, other than any such information that
is  available  to the Lenders on a non-confidential basis prior to disclosure by
the  Borrower.  The  Lenders  shall  be  considered  to have complied with their
respective  obligations  if  they  have  exercised  the  same  degree of care to
maintain  the confidentiality of such Information as they would accord their own
confidential  information.

     Section  10.16. Effectiveness. This Agreement shall become effective on the
                     -------------
date (the "Effective Date") on which the Borrower, the Administrative Agent, and
each Lender have signed and delivered to the Administrative Agent a counterparty
signature  page hereto or, in the case of a Lender, the Administrative Agent has
received  a  facsimile notice that such a counterpart has been signed and mailed
to  the  Administrative  Agent.


                                       79
<PAGE>
     Section  10.17.  Severability.  Any  provision  of  this  Agreement that is
                      ------------
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the  extent of such prohibition or unenforceability without
invalidating  the  remaining  provisions  hereof,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     Section  10.18. Currency Conversion. All payments of Obligations under this
                     -------------------
Agreement,  the  Notes or any other Credit Document shall be made in Dollars. If
any  payment  of  any Obligation, whether through payment by the Borrower or the
proceeds of any collateral, shall be made in a currency other than Dollars, such
amount  shall  be  converted  into  Dollars  at  the current market rate for the
purchase  of  Dollars  with  the  currency in which such obligation was paid, as
quoted  by  the  Lender  who  is the Administrative Agent in accordance with the
methods customarily used by such Lender for such purposes as of the time of such
determination.  The parties hereto hereby agree, to the fullest extent that they
may  effectively  do  so  under  applicable law, that (i) if for the purposes of
obtaining  any  judgment  or  award  it  becomes  necessary  to convert from any
currency  other  than  Dollars  into  Dollars  any amount in connection with the
Obligations, then the conversion shall be made as provided above on the Business
Day  before  the  day on which the judgment or award is given, (ii) in the event
that  there  is a change in the rate of exchange prevailing between the Business
Day  before  the  day  on  which  the judgment or award is given and the date of
payment,  the  Borrower will pay to the Administrative Agent, for the benefit of
the  Lenders,  such  additional  amounts  (if  any) as may be necessary, and the
Administrative  Agent,  on  behalf of the Lenders, will pay to the Borrower such
excess  amounts  (if any) as result from such change in the rate of exchange, to
assure  that  the amount paid on such date is the amount in such other currency,
which  when  converted  at  the rate of exchange described herein on the date of
payment,  is  the  amount then due in Dollars, and (iii) any amount due from the
Borrower  under this Section 10.18 shall be due as a separate debt and shall not
be  affected  by  judgment  or  award  being  obtained  for  any  other sum due.

     Section 10.19. Change in Accounting Principles, Fiscal Year or Tax Laws. If
                    --------------------------------------------------------
(i)  any  change  in accounting principles from those used in the preparation of
the financial statements of the Borrower referred to in Section 5.9 is hereafter
occasioned  by  the  promulgation  of  rules,  regulations,  pronouncements  and
opinions  by  or  required  by  the  Financial Accounting Standards Board or the
American  Institute  of  Certified  Public  Accounts  (or  successors thereto or
agencies  with  similar  functions),  and  such  change  materially  affects the
calculation  of  any component of any financial covenant, standard or term found
in  this Agreement, or (ii) there is a material change in federal or foreign tax
laws  which materially affects any of the Borrower and its Subsidiaries' ability
to  comply  with  the  financial  covenants,  standards  or  terms found in this
Agreement,  the  Borrower  and  the  Lenders agree to enter into negotiations in
order  to  amend such provisions (with the agreement of the Required Lenders or,
if  required  by  Section  10.11, all of the Lenders) so as to equitably reflect
such changes with the desired result that the criteria for evaluating any of the
Borrower's  and  its  Subsidiaries'  financial condition shall be the same after
such  changes  as  if  such  changes  had  not  been made. Unless and until such
provisions  have been so amended, the provisions of this Agreement shall govern.


                                       80
<PAGE>
     Section  10.20. Final Agreement. The Credit Documents constitute the entire
                     ---------------
understanding  among  the Credit Parties, the Lenders, the Issuing Bank, and the
Administrative  Agent  and  supersede all earlier or contemporaneous agreements,
whether  written or oral, concerning the subject matter of the Credit Documents.
THIS  WRITTEN  AGREEMENT TOGETHER WITH THE OTHER CREDIT DOCUMENTS REPRESENTS THE
FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR,  CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.

     Section  10.21.  Officer's  Certificates.  It  is  not  intended  that  any
                      -----------------------
certificate of any officer of the Borrower delivered to the Administrative Agent
or  any  Lender  pursuant  to  this  Agreement  shall  give rise to any personal
liability  on  the  part  of  such  officer.

     Section  10.22.  Effect of Inclusion of Exceptions. It is not intended that
                      ---------------------------------
the  specification  of any exception to any covenant herein shall imply that the
excepted  matter  would,  but  for  such  exception,  be prohibited or required.


                                       81
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed and delivered by their duly authorized officers as of the day and
year  first  above  written.


                                      BORROWER:
                                      --------

                                      TRANSOCEAN  INC.,
                                      a  Cayman  Islands  company


                                      By:______________________________
                                      Name:
                                      Title:


                                      Attest:__________________________
                                      Name:
                                      Title:


<PAGE>
                                      SUNTRUST  BANK,
                                      As  Administrative  Agent,  Issuing  Bank,
                                      and  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $18,000,000

PERCENTAGE:                 7.2%


Address for Notices:
-------------------

SunTrust Bank
SunTrust Plaza
303 Peachtree Street, N.E., 10th Floor
Atlanta, GA  30308
Attn:   Mr. John Fields
Telephone No.:     404/724-3667
Telecopy No.:      404/827-6270

Lending Office:
--------------

SunTrust Bank
SunTrust Plaza
303 Peachtree Street, N.E., 10th Floor
Atlanta, GA  30308
Attn:   Mr. John Fields
Telephone No.:     404/724-3667
Telecopy No.:      404/827-6270

Payment Instructions:
--------------------

Bank Name:          SunTrust Bank
ABA Number:         061 000 104
City, State:        Atlanta, Georgia
Account Number:     908 8000 112
Attention:          Pat Etheridge 404/588-8358
Reference:          Transocean Inc.


<PAGE>
                                      ABN  AMRO  BANK,  N.V.,
                                      As  Co-Syndication  Agent  and  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $17,000,000

PERCENTAGE:                 6.80%

Address for Notices:
-------------------

ABN AMRO Bank, N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL  60604-1003
Attn:               Melanie Drzazga
Telephone No.:      312/992-5135
Telecopy No.:       312/992-5111

with a copy to:

ABN AMRO Bank, N.V.
4400 Oak Parkway, Suite 1500
Houston, TX  77056
Attn:               Stuart Murray
Telephone No.:      832/681-7158
Telecopy No.:       832/681-7145

Lending Office:
--------------

ABN AMRO Bank, N.V.
208 South LaSalle Street, Suite 1500
Chicago, IL  60604-1003
Attn:               Loan Administration
Telephone No.:      312/992-5150
Telecopy No.:       312/992-5155


<PAGE>
                                            ABN AMRO BANK, N.V.,   (CONTINUED)
                                            As Co-Syndication Agent and a Lender

Letter of Credit:
----------------

ABN AMRO Bank N.V.
200 West Monroe Street, Suite 1100
Chicago, IL  60608-5002

Payment Instructions:
--------------------

Bank Name:          ABN AMRO Bank, N.V.
ABA Number:         026009580
City, State:        New York, NY
Account Name:       F/O ABN AMRO Bank, N.V.
                    Chicago Branch CPU
Account Number:     650-001-178941
Attention:
Reference:          CPU 00193232 - Transocean Sedco

Letters of Credit:
-----------------

Bank Name:          ABN AMRO Bank, N.V.
ABA Number:         026009580
City, State:        New York, NY
Account Name:       F/O ABN AMRO Bank, N.V.
                    Chicago Trade Services CPU
Account Number:     653-001 1738 41
Attention:
Reference:          Transocean


<PAGE>
                                            THE ROYAL BANK OF SCOTLAND PLC,
                                            As Co-Syndication Agent and a Lender


                                            By:______________________________
                                            Name:
                                            Title:

COMMITMENT AMOUNT:          $17,000,000

PERCENTAGE:                 6.80%


Address for Notices:
-------------------

The Royal Bank of Scotland plc
600 Travis Street, Suite 6070
Houston, TX 77002
Attn:     Iris Munoz, AVP
Telephone No.:  713/221-2409
Telecopy No.:   713/221-2430

Lending Office:
--------------

The Royal Bank of Scotland plc
101 Park Avenue, 12th floor
New York, NY  10178
Attn:     Sheila Shaw
Telephone No.:  212/401-1406
Telecopy No.:   212/401-1494

Payment Instructions:
--------------------

Bank Name:           Chase Manhattan Bank
ABA Number:          021000021
City/State:          New York, New York
Account Name:        The Royal Bank of Scotland plc
Account Number:      400931052
Reference:           Transocean Inc.


<PAGE>

                                          BANK  OF  AMERICA,  N.A.,
                                          As Co-Documentation Agent and a Lender


                                          By:______________________________
                                          Name:
                                          Title:



COMMITMENT AMOUNT:          $17,000,000

PERCENTAGE:                 6.80%


Address for Notices:
-------------------

Bank of America, N.A.
700 Louisiana St. 8th floor
Houston, TX  77002
Attn:   Claire Luis, Managing Director
Telephone No.:  713/247-7735
Telecopy No.:   713/247-7286

Lending Office:
--------------

Bank of America, N.A.
901 Main Street
Dallas, TX  75202
Attn:  Karen Dumond
       Customer Service Representative
Telephone No.:    214/209-2119
Telecopy No.:     214/290-9462

Payment Instructions:
--------------------

Bank Name:          Bank of America, N.A.
ABA Number:         #111000012
City, State:        Dallas, TX
Account Number:     1292000883
Attention:          Karen Dumond
Reference:          Transocean  Inc.


<PAGE>
                                          WELLS  FARGO  BANK  TEXAS,
                                          NATIONAL  ASSOCIATION,
                                          As Co-Documentation Agent and a Lender


                                          By:______________________________
                                          Name:
                                          Title:



COMMITMENT AMOUNT:          $17,000,000

PERCENTAGE:                 6.80%


Address for Notices:
-------------------

Wells Fargo Bank Texas, National Association
1000 Louisiana
3rd Floor, Energy Department
Houston, TX  77002
Attn:   Eric Hollingsworth, Vice President
Telephone No.:  713/319-1354
Telecopy No.:   713/739-1087


Lending Office:
--------------

Wells Fargo Bank Texas, National Association
1740 Broadway
Denver, CO  80274
Attn:   Tanya Ivie, Production Manager
Telephone No.:  303/863-6102
Telecopy No.:   303/863-2729


<PAGE>
                                          WELLS FARGO BANK TEXAS,   (CONTINUED)
                                          NATIONAL  ASSOCIATION,
                                          As Co-Documentation Agent and a Lender

Payment Instructions:
--------------------

Bank Name:          Wells Fargo Bank
ABA Number:         121-000-248
City, State:        Denver, CO
Account Number:     2969507201
Attention:          Syndicated Loans
Reference:          Transocean - Obligor 9051645463, Obligation 406


<PAGE>
                                      THE  BANK  OF  NOVA  SCOTIA,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $14,000,000

PERCENTAGE:                 5.60%


Address for Notices:
-------------------

The Bank of Nova Scotia
Houston Representative Office
1100 Louisiana, Suite 3000
Houston, TX  77002
Attn:          Randy Craft
Telephone No.:    713/759-3433
Telecopy No.:     713/752-2425

The Bank of Nova Scotia
Houston Representative Office
1100 Louisiana, Suite 3000
Houston, TX  77002
Attn:          Mike Roberts
Telephone No.:     713/759-3449
Telecopy No.:      713/752-2425

Lending Office:
--------------

PRIMARY                                    SECONDARY
The Bank of Nova Scotia                    The Bank of Nova Scotia
Atlanta Agency                             Atlanta Agency
Suite 2700, 600 Peachtree St. NE           Suite 2700, 600 Peachtree St. NE
Atlanta, GA  30308                         Atlanta, GA  30308
Attn:     Donna Gardner                    Attn:     Michelle Wingard
Telephone No.:    404/877-1559             Telephone No.:   404/877-1562
Telecopy No.:     404/888-8998             Telecopy No.:    404/888-8998


<PAGE>
                                      THE  BANK  OF  NOVA  SCOTIA,   (CONTINUED)
                                      As  a  Lender

Domestic and Eurodollar Lending Office:
--------------------------------------

The Bank of Nova Scotia
Atlanta Agency
Suite 2700, 600 Peachtree Street, N.E.
Atlanta, GA  30308

Payment Instructions:
--------------------

Bank Name:          The Bank of Nova Scotia, New York Agency
ABA Number:         026002532
City, State:        New York, NY
Account Name:       BNS Atlanta Agency
Account Number:     #0606634
Reference:          Transocean Inc.


<PAGE>
                                         CREDIT  LYONNAIS  NEW  YORK  BRANCH,
                                         As a Managing Agent and a Lender


                                         By:______________________________
                                         Name:
                                         Title:



COMMITMENT AMOUNT:          $16,000,000

PERCENTAGE:                 6.40%


Address for Notices:
-------------------

Credit Lyonnais
1301 Travis Street
Suite 2100
Houston, TX  77002
Attn:         Page Dillehunt
Telephone No.:     713/890-8611
Telecopy No.:      713/890-8668

Credit Lyonnais
1301 Avenue of the Americas
New York, NY  10019
Attn:         Gener David
Telephone No.:     212/241-7741
Telecopy No.:      917/849-5440

Domestic and Eurodollar Lending Office:
--------------------------------------

Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY  10019


<PAGE>
                                    CREDIT LYONNAIS NEW YORK BRANCH,
                                    As a Managing Agent and a Lender (CONTINUED)

Payment Instructions:
--------------------

Bank Name:          Credit Lyonnais New York
ABA Number:         026008073
City, State:        New York, NY
Account Number:     01-88179-3701-00-179
Reference:          Transocean


<PAGE>
                                      HSBC BANK USA
                                      As a Managing Agent and a Lender


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $16,000,000

PERCENTAGE:                 6.40%

Address for Notices:
-------------------

HSBC Bank USA
452 Fifth Avenue, 5th Floor
New York, NY  10018
Attn:         George Linhart
              Vice President
Telephone No.:     212/575-3326
Telecopy No.:      212/575-2469

Lending Office:
--------------

HSBC Bank USA
One HSBC Center 26th Floor
Buffalo, NY  14203
Attn:        Marie Bax
             Loan Administrator
Telephone No.:     716/841-5668
Telecopy No.:      716/841-0269

Payment Instructions:
--------------------

Bank Name:          HSBC Bank USA
ABA Number:         021 001 088
Account Name:       Syndication & Assets Trading
Account Number:     001-940503
Attention:          Maria Bax
Reference:______________________________


<PAGE>
                                      WESTLB  AG,  NEW  YORK  BRANCH,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $14,000,000

PERCENTAGE:                 5.60%

Address for Notices:
-------------------

West LB AG,
New York Branch
1211 Avenue of the Americas
New York, NY  10036
Attn:          Daniel Palermo
               Associate Director, Loan Administration
Telephone No.:     212/852-6152
Telecopy No.:      212/302-7946

Lending Office:
--------------

WestLB AG,
New York Branch
1211 Avenue of the Americas
New York, NY  10036
Attn:          Jeffrey S. Davidson
Telephone No.:     212/852-6204
Telecopy No.:      212/852-6148

Payment Instructions:
--------------------

Bank Name:          The Chase Manhattan Bank, N.A.
                    1 Chase Manhattan Plaza, New York, NY
ABA Number:         021-000-021
Account Name:       WestLB AG, New York Branch
Account Number:     9201060663
Reference:          Transocean Sedco Forex


<PAGE>
                                            THE BANK OF TOKYO-MITSUBISHI, LTD.
                                            As  a  Lender


                                            By:______________________________
                                            Name:
                                            Title:



COMMITMENT AMOUNT:          $7,000,000

PERCENTAGE:                 2.80%


Address for Notices:
-------------------

The Bank of Tokyo-Mitsubishi, Ltd.
1100 Louisiana Street
Suite 2800
Houston, TX  77002
Attn:     Damain Sullivan
Telephone No.:     713/655-1808
Telecopy No.:      713/655-3855

Lending Office:
--------------

The Bank of Tokyo-Mitsubishi, Ltd.
1100 Louisiana Street
Suite 2800
Houston, TX  77002
Attn:     Nadra Breir
Telephone No.:     713/655-3847
Telecopy No.:      713/658-0116

Payment Instructions:
--------------------

Bank Name:            The Bank of Tokyo-Mitsubishi, Ltd. - New York
ABA Number:           026009632
City, State:          New York, New York
Account Name:         The Bank of Tokyo-Mitsubishi, Ltd. - Houston Agency
Account Number:       30001710
Attention:            Nadra Breir
Reference:            Transocean Inc.


<PAGE>
                                      BANK  ONE,  N.A.
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $8,000,000

PERCENTAGE:                 3.20%


Address for Notices:
-------------------

Bank One, N.A.
Bank One Center
910 Travis, 6th Floor
Houston, TX  77002
Attn:              Dianne Russell
Telephone No.:     713/751-3679
Telecopy No.:      713/751-3982

Borrowings, Payments, Interest, Etc.
------------------------------------

Bank One, N.A.
1 Bank One Plaza
0634, 1FNP, 10th Floor
Chicago, IL  60670
Attn:              John Beirne
Telephone No.:     312/732-3659
Telecopy No.:      312/732-4840

Domestic Lending Office:
-----------------------

Bank One, N.A.
1 Bank One Plaza
0634, 1FNP, 10th Floor
Chicago, IL  60670


<PAGE>
                                      BANK ONE, N.A.   (CONTINUED)
                                      As  a  Lender


Eurodollar Lending Office:
-------------------------

Bank One, NA
1 Bank One Plaza
Suite 0634, 10th Floor
Chicago, IL  60670

Payment Instructions:
--------------------

Bank Name:          Bank One, Texas
ABA Number:         11100064
City, State:        Dallas, TX
Account Number:     2453265212
Account Name:       LSII Incoming Clearing A/C
Attention:          Nancy Daniel
Reference:          Transocean Inc.


<PAGE>
                                      THE  BANK  OF  NEW  YORK
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $14,000,000

PERCENTAGE:                 5.60%

Address for Notices:
-------------------

The Bank of New York
One Wall Street, 19th Floor
New York, NY  10286
Attn:     Peter Keller
Telephone No.:     212/635-7861
Telecopy No.:      212/635-7923

Domestic Borrowings:                Payment Instructions:
-------------------                 --------------------

The Bank of New York                Bank Name:        The Bank of New York
101 Barclay Street                  ABA Number:       021000018
New York, NY  10286                 City, State:      New York, NY
Attn:   Bill Barbiero               Account Name:     Comm. Loan Servicing Dept.
        Commercial Loan Servicing   Account Number:   111 556
          Department                Attention:        Bill Barbiero
Telephone No.:                      Reference:        Transocean Inc.
Telecopy No.:

Eurodollar Lending Office:
-------------------------

The Bank of New York                Bank Name:        The Bank of New York
101 Barclay Street                  ABA Number:       021000018
New York, NY  10286                 City, State:      New York, NY
Attn:   Bill Barbiero               Account Name:     Comm. Loan Servicing Dept.
        Commercial Loan Servicing   Account Number:   111 556
          Department                Attention:        Bill Barbiero
Telephone No.:                      Reference:        Transocean Inc.
Telecopy No.:


<PAGE>
                                    THE BANK OF NEW YORK  (CONTINUED)
                                    As  a  Lender

Letters of Credit:                  Payment Instructions:
-----------------                   --------------------

The Bank of New York                Bank Name:       The Bank of New York
101 Barclay Street                  ABA Number:      021000018
New York, NY  10286                 City, State:     New York, NY
Attn:   Venus McGregor              Account Name:    Trade Services Department
        Trade Services Department   Account Number:  GLA #111115
Telephone No.:                      Attention:       Venus McGregor
Telecopy No.:                       Reference:       Transocean Sedco Forex Inc.


Domestic Borrowings:               Payment Instructions:
-------------------                --------------------

The Bank of New York               Bank Name:        The Bank of New York
101 Barclays Street                ABA Number:       021000018
New York, NY  10286                City, State:      New York, NY
Attn:  Bill Barbiero               Account Name:     Comm. Loan Servicing Dept.
       Commercial Loan Servicing   Account Number:   111 556
         Department                Attention:        Bill Barbiero
Telephone No.:                     Reference:        Transocean Sedco Forex Inc.
Telecopy No.:


<PAGE>
                                      CITIBANK,  N.A.,
                                      As  a  Managing  Agent  and  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $16,000,000

PERCENTAGE:                 6.40%


Address for Notices:
-------------------

Citibank, N.A.
New York Shipping & Logistics
388 Greenwich Street, 23rd Floor
New York, NY  10013
Attn:       Mark S. Johnson
            Director
Telephone No.:     212/816-5435
Telecopy No.:      212/816-5429

Lending Office:
--------------

Citibank, N.A.
Two Penns Way
Suite 200
New Castle, DE  19720
Attn:     Tracey Pinkett
Telephone No.:     302/894-6078
Telecopy No.:      302/894-6120

Payment Instructions:
--------------------

Bank Name:          Citibank, N.A.
ABA Number:         021000089
City, State:        New Castle, DE
Account Name:       Shipping Concentration
Account Number:     4054-8046
Attention:          Tracey Pinkett
Reference:          Transocean Forex Inc.


<PAGE>
                                      CREDIT  SUISSE  FIRST  BOSTON,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:



COMMITMENT AMOUNT:          $7,000,000

PERCENTAGE:                 2.80%


Address for Notices:
-------------------

Credit Suisse First Boston
Eleven Madison Avenue
New York, NY  10010
Attn:     David Koczan
          Associate
Telephone No.:     212/325-9096
Telecopy No.:      212/325-8314

Lending Office:
--------------

Credit Suisse First Boston
Eleven Madison Avenue
New York, NY  10010
Attn:     Nimala Durgana
Telephone No.:     212/538-3525
Telecopy No.:      212/538-3477

Payment Instructions:
--------------------

Bank Name:          Bank of New York
ABA Number:         021 000 018
City, State:        New York, NY
Account Name:       CSFB NY Loan Clearing
Account Number:     890-0329-262
Attention:          Client Services
Reference:          Transocean Inc.


<PAGE>
                                      NORDEA  BANK  FINLAND  PLC,
                                        NEW  YORK  BRANCH,
                                      (AS  SUCCESSOR  TO  CHRISTIANIA  BANK  OG
                                        KREDITKASSE  ASA,  NEW  YORK  BRANCH),
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $8,000,000

PERCENTAGE:                 3.20%

Address for Notices:
-------------------

Nordea Bank Finland Plc,
 New York Branch
11 West 42nd Street, 7th Floor
New York, NY  10036
Attn:        Martin Lunder
             Senior Vice President
Telephone No.:     212/827-4828
Telecopy No.:      212/827-4888

Lending Office:
--------------

Nordea Bank Finland Plc,
   New York Branch
437 Madison Avenue
New York, NY  10022
Attn:        Thelma Dongallo
             Assistant Treasurer
Telephone No.:     212/318-9300
Telecopy No.:      212/421-4420


<PAGE>
                                      NORDEA  BANK  FINLAND  PLC,  (CONTINUED)
                                        NEW  YORK  BRANCH,
                                      (AS  SUCCESSOR  TO  CHRISTIANIA  BANK  OG
                                        KREDITKASSE  ASA,  NEW  YORK  BRANCH),
                                      As  a  Lender

Payment Instructions:
--------------------

Bank Name:          Federal Reserve Bank of New York
ABA Number:         026 010 786
City, State:        New York, NY
Account Name:       Nordea Bank Finland Plc - New York Branch
Account Number:     #52150000032201001
Attention:          Credit Administration
Reference:          Transocean  Inc.


<PAGE>
                                      DEN  NORSKE  BANK  ASA,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:

COMMITMENT AMOUNT:          $8,000,000

PERCENTAGE:                 3.20%

Address  for  Notices
---------------------
200  Park  Avenue,  31st  floor
New  York,  NY  10166
Attention:  Thomas  Zwick
Telephone:   212/681-3871
Telecopier:  212/681-4119



Lending Office:
--------------

200  Park  Avenue,  31st  floor
New  York,  NY  10166
Attention:  Thomas  Zwick
Telephone:  212/681-3871
Telecopier:  212/681-4119

Payment  Instructions:
---------------------

Bank Name:     The Bank of New York
ABA Number:    021000018
City, State:   New York, NY
Account Name: Den norske Bank, NY
Account Number:10768999
Reference:  Transocean  Inc.


<PAGE>
                                      MORGAN  STANLEY  BANK,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $14,000,000

PERCENTAGE:                 5.60%


Address  for  Notices
---------------------

750  Seventh  Avenue  -  11th  floor
New  York,  NY  10020
Attention:  Joseph  DiTomaso
Telephone:   212/537-1470
Telecopier:  212-537-1867


Lending Office:
--------------

750  Seventh  Avenue  -  11th  floor
New  York,  NY  10020
Attention:  Larry  Benison
Telephone:   212/537-1439
Telecopier:  212-537-1867


Payment  Instructions:
---------------------

USD  Payment  Instructions:
--------------------------

Bank Name:  Citibank, N.A.
ABA Number:  021000089
City, State:  New York, NY
Account Name:  Morgan Stanley Bank
Account Number:  3044-0947
Attention:  Robert Patrissi
Reference:   Transocean


<PAGE>
                                      MORGAN  STANLEY  BANK,
                                      AS  A  LENDER  (CONTINUED)



Eurodollar Payment Instructions:
--------------------------------
Bank Name:  BNP-Paribas SA Paris
Swift Code:   PARBFRPP
Account Name:  Morgan Stanley Bank
Account Number:  47238A
Attention:  Robert Patrissi
Reference:   Transocean


<PAGE>
                                      SOUTHWEST  BANK  OF  TEXAS,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:

COMMITMENT AMOUNT:          $8,000,000

PERCENTAGE:                 3.20%


Address  for  Notices
---------------------

Southwest  Bank  of  Texas,  N.A.
4400  Post  Oak  Parkway
Houston,  TX  77027
Attn:  Ann  Greer


Lending Office:
--------------

Southwest  Bank  of  Texas,  N.A.
4400  Post  Oak  Parkway
Houston,  TX  77027
Attn:  Ann  Greer


Payment  Instructions:
---------------------

Bank Name:   Southwest Bank of Texas, N.A.
ABA Number:   113011258
City, State:   Houston, TX
Account Name:  Transocean, Inc.
Account Number:  16004774
Attention:  Ann Greer
Reference:     Transocean,  Inc.


<PAGE>
                                      BNP  PARIBAS,
                                      As  a  Lender


                                      By:______________________________
                                      Name:
                                      Title:


COMMITMENT AMOUNT:          $14,000,000

PERCENTAGE:                 5.6%


Address  for  Notices
---------------------

1200  Smith  Street,  Suite  3100
Houston,  TX  77002
Attention:  Joe  Onischuk
Telephone:   713/982-1100
Telecopier:  713-659-6915




Lending Office:
--------------

1200  Smith  Street,  Suite  3100
Houston,  TX  77002
Attention:  Leah  Hughes
Telephone:   713/982-1126
Telecopier:  713-659-5305

Payment  Instructions:
---------------------

Bank Name:          BNP Paribas New York
ABA Number:         026007689
City, State:        New York, NY
Account Name:       BNP Paribas House
Account Number:     52131543461
Reference:          Transocean  Offshore


<PAGE>