Exhibit 10.87










                                CREDIT AGREEMENT


                                   dated as of


                                February 29, 2000


                                      among

                              TRITON ENERGY LIMITED


                            The Lenders Party Hereto


                                       and


                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent.





                           ___________________________

                             CHASE SECURITIES INC.,
                                as Lead Arranger






<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


                                    ARTICLE I

                                     Definitions
SECTION  1.01.          Defined  Terms.                                       1
SECTION  1.02.          Classification  of  Loans  and  Borrowings.          14
SECTION  1.03.          Terms  Generally.                                    14
SECTION  1.04.          Accounting  Terms;  GAAP                             14

                                   ARTICLE II

                                     The Credits
SECTION  2.01.          Commitments.                                         15
SECTION  2.02.          Loans  and  Borrowings.                              15
SECTION  2.03.          Requests  for  Revolving  Borrowings.                15
SECTION  2.04.          Letters  of  Credit                                  16
SECTION  2.05.          Funding  of  Borrowings.                             19
SECTION  2.06.          Interest  Elections.                                 19
SECTION  2.07.          Termination  and  Reduction  of  Commitments.        20
SECTION  2.08.          Repayment  of  Loans;  Evidence  of  Debt.           20
SECTION  2.09.          Prepayment  of  Loans.                               21
SECTION  2.10.          Fees.                                                22
SECTION  2.11.          Interest.                                            22
SECTION  2.12.          Alternate  Rate  of  Interest.                       23
SECTION  2.13.          Increased  Costs.                                    23
SECTION  2.14.          Break  Funding  Payments.                            24
SECTION  2.15.          Taxes.                                               24
SECTION  2.16.          Payments Generally; Pro Rata Treatment;
                        Sharing of Set-offs.                                 25
SECTION  2.17.          Mitigation  Obligations;  Replacement of Lenders.    26
SECTION  2.18.          Borrowing  Base                                      27

                                   ARTICLE III

                            Representations and Warranties
SECTION  3.01.          Organization;  Powers.                               28
SECTION  3.02.          Authorization;  Enforceability.                      28
SECTION  3.03.          Governmental  Approvals;  No  Conflicts.             28
SECTION  3.04.          Financial  Condition; No Material Adverse Change.    28
SECTION  3.05.          Properties.                                          28
SECTION  3.06.          Litigation  and  Environmental  Matters.             29
SECTION  3.07.          Compliance  with  Laws  and  Agreements.             29
SECTION  3.08.          Investment  and  Holding  Company  Status.           29
SECTION  3.09.          Taxes.                                               29
SECTION  3.10.          ERISA.                                               29
SECTION  3.11.          Disclosure.                                          29
SECTION  3.12.          Year  2000.                                          30
SECTION  3.13.          Regulation  U                                        30
SECTION  3.14.          Subsidiaries                                         30
SECTION  3.15.          Outside  Letters  of  Credit                         30

                                   ARTICLE IV

                                      Conditions
SECTION  4.01.          Effective  Date.                                     30
SECTION  4.02.          Each  Credit  Event.                                 31

                                    ARTICLE V

                                Affirmative Covenants
SECTION  5.01.          Financial  Statements;  Ratings Change and
                        Other Information.                                   31
SECTION  5.02.          Notices  of  Material  Events.                       32
SECTION  5.03.          Existence;  Conduct  of  Business.                   33
SECTION  5.04.          Payment  of  Obligations.                            33
SECTION  5.05.          Maintenance  of  Properties;  Insurance.             33
SECTION  5.06.          Books  and  Records;  Inspection  Rights.            33
SECTION  5.07.          Compliance  with  Laws.                              33
SECTION  5.08.          Use  of  Proceeds  and  Letters  of  Credit.         33
SECTION  5.09.          Engineering  Reports                                 33

                                   ARTICLE VI

                                  Negative Covenants
SECTION  6.01.          Indebtedness.                                        34
SECTION  6.02.          Liens.                                               35
SECTION  6.03.          Fundamental  Changes.                                36
SECTION  6.04.          Investments,  Loans,  Advances,  Guarantees
                        and Acquisitions.                                    36
SECTION  6.05.          Hedging  Agreements.                                 37
SECTION  6.06.          Restricted  Payments.                                37
SECTION  6.07.          Transactions  with  Affiliates.                      37
SECTION  6.08.          Restrictive  Agreements.                             38
SECTION  6.09.          Net  Debt  to  EBITDA  Ratio                         38
SECTION  6.10.          Ratio  of  EBITDA  to  Interest  Expense             38
SECTION  6.11.          Asset  Disposition                                   38

                                   ARTICLE VII

                                  Events of Default
SECTION  7.01.          Events  of  Default.                                 38

                                  ARTICLE VIII

                               The Administrative Agent

                                   ARTICLE IX

                                    Miscellaneous
SECTION  9.01.          Notices.                                             41
SECTION  9.02.          Waivers;  Amendments.                                42
SECTION  9.03.          Expenses;  Indemnity;  Damage  Waiver.               42
SECTION  9.04.          Successors  and  Assigns.                            43
SECTION  9.05.          Survival.                                            45
SECTION  9.06.          Counterparts;  Integration;  Effectiveness.          45
SECTION  9.07.          Severability.                                        45
SECTION  9.08.          Right  of  Setoff.                                   45
SECTION  9.09.          Governing  Law;  Jurisdiction; Consent to
                        Service of Process.                                  46
SECTION  9.10.          WAIVER  OF  JURY  TRIAL.                             46
SECTION  9.11.          Headings.                                            46
SECTION  9.12.          Confidentiality.                                     46
SECTION  9.13.          Interest  Rate  Limitation.                          47
SECTION  9.14           U.S.  Dollars  of  the  Essence                      47
SECTION  9.15           Waiver  of Sovereign Immunity; Commercial Activity   47




                                   SCHEDULES:
                                   ---------
Schedule  1.01A  -    Investments
Schedule  2.01   -    Commitments
Schedule  3.06   -    Disclosed  Matters
Schedule  3.14   -    Subsidiaries
Schedule  3.15   -    Outside  Letters  of  Credit
Schedule  6.01   -    Existing  Indebtedness
Schedule  6.02   -    Existing  Liens
Schedule  6.08   -    Existing  Restrictions



EXHIBITS:
--------

Exhibit  A       -    Form  of  Assignment  and  Acceptance
Exhibit  B-1     -    Form  of  Opinion of Borrower's Special Counsel
Exhibit  B-2     -    Form of Opinion of Borrower's Cayman Islands Counsel
Exhibit  C       -    Form  of  Borrowing  Request
Exhibit  D       -    Form  of  Interest  Election  Request


<PAGE>

          This  CREDIT  AGREEMENT  (the  "Agreement")  is  among  Triton  Energy
Limited,  a  Cayman Islands company  (the "Borrower"), the lenders party hereto,
and  THE  CHASE  MANHATTAN  BANK,  as  Administrative  Agent,  for such lenders.

          The  parties  hereto  agree  as  follows:


                                    ARTICLE I

                                   Definitions
                                   -----------

          SECTION  1.01.     Defined  Terms.   As  used  in  this Agreement, the
                             ---------------
following  terms  have  the  meanings  specified  below:

          "ABR",  when  used  in  reference  to any Loan or Borrowing, refers to
           ---
whether  such Loan, or the Loans comprising such Borrowing, are bearing interest
at  a  rate  determined  by  reference  to  the  Alternate  Base  Rate.

          "Additional  Reports"  has  the  meaning  defined  in  Section  5.09.
           -------------------

          "Adjusted  LIBO  Rate" means, with respect to any Eurodollar Borrowing
           --------------------
for  any  Interest  Period,  an  interest  rate  per  annum (rounded upwards, if
necessary,  to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period  multiplied  by  (b)  the  Statutory  Reserve  Rate.

          "Administrative Agent" means The Chase Manhattan Bank, in its capacity
           --------------------
as  administrative  agent  for  the  Lenders  hereunder.

          "Administrative  Questionnaire"  means an Administrative Questionnaire
           -----------------------------
in  a  form  supplied  by  the  Administrative  Agent.

          "Affiliate"  means, with respect to a specified Person, another Person
           ---------
that  directly, or indirectly through one or more intermediaries, Controls or is
Controlled  by  or  is  under  common  Control  with  the  Person  specified.

          "Alternate  Base  Rate"  means, for any day, a rate per annum equal to
           ---------------------
the  greatest  of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus   of 1%.  Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective  from  and  including  the  effective date of such change in the Prime
Rate,  the  Base  CD  Rate  or  the  Federal Funds Effective Rate, respectively.

          "Applicable  Percentage"  means,  with  respect  to  any  Lender,  the
           ----------------------
percentage of the total Commitments represented by such Lender's Commitment.  If
the  Commitments have terminated or expired, the Applicable Percentages shall be
determined  based upon the Commitments most recently in effect, giving effect to
any  assignments.

          "Applicable  Rate"  means,  for  any  day,  with  respect  to  any ABR
           ----------------
Revolving  Loan  or Eurodollar Revolving Loan, or with respect to the commitment
fees payable hereunder, or with respect to the Performance Letter of Credit Fees
or  Financial Letter of Credit Fees, as the case may be, the applicable rate per
annum  set  forth  below  under  the  caption "ABR Spread", "Eurodollar Spread",
"Commitment  Fee",  "Performance  Letter  of Credit Fee" or "Financial Letter of
Credit  Fee",  as the case may be, based upon the Borrowing Base Utilization and
the  ratings  by  Moody's  and S&P, respectively, applicable on such date to the
Index  Debt:


<TABLE>
<CAPTION>

<S>                                <C>        <C>        <C>        <C>        <C>        <C>
                                                         Equal to or greater
 Borrowing Base                                           than 33% but less
  Utilization                           Less than 33%    than or equal to 66%   Greater than 66%



Eurodollar Spread                  Category   Category   Category   Category   Category   Category
                                       I         II          I         II          I         II
                                       2.25%      2.50%      2.50%      2.75%      2.75%      3.00%
ABR Spread                             1.25%      1.50%      1.50%      1.75%      1.75%      2.00%
Commitment Fee                         0.75%      0.75%      0.75%      0.75%      0.75%      0.75%
Performance Letter of Credit Fee       1.35%      1.50%      1.50%      1.65%      1.65%      1.80%
Financial Letter of Credit Fee         2.25%      2.50%      2.50%      2.75%      2.75%      3.00%

</TABLE>

Category  I  - Index Debt of the Borrower is rated BB+ or higher by S&P or Ba1or
higher  by  Moody's.

Category  II  - Index Debt of the Borrower is not rated BB+ or higher by S&P and
is  not  rated  Ba1  or  higher  by  Moody's.

          Notwithstanding  the foregoing, (i) if either Moody's or S&P shall not
have  in  effect  a  rating  for  the  Index  Debt  (other than by reason of the
circumstances  referred  to  in the last sentence of this definition), then such
rating  agency shall be deemed to have established a rating in Category II; (ii)
if the ratings established or deemed to have been established by Moody's and S&P
for  the  Index Debt shall fall within different Categories, the Applicable Rate
shall be based on the higher of the two ratings unless one of the two ratings is
two  or  more  lower  than the other, in which case the Applicable Rate shall be
determined  by  reference  to  Category  II; (iii) if the ratings established or
deemed  to  have been established by Moody's and S&P for the Index Debt shall be
changed  (other  than as a result of a change in the rating system of Moody's or
S&P),  such  change  shall  be  effective  as  of  the date on which it is first
announced  by  the applicable rating agency, irrespective of when notice of such
change  shall  have  been furnished by the Borrower to the Agent and the Lenders
pursuant  to  Section 5.01(f) hereof or otherwise; and (iv) changes to Borrowing
Base Utilization are effective on the date of the change, whether as a result of
a  change  in  the  Borrowing Base or a change in the Revolving Credit Exposure.
Each  change  in the Applicable Rate shall apply during the period commencing on
the  effective  date of such change and ending on the date immediately preceding
the  effective date of the next such change.  If the rating system of Moody's or
S&P  shall  change,  or  if  either  such rating agency shall cease to be in the
business  of  rating  corporate  debt  obligations, the Borrower and the Lenders
shall  negotiate  in good faith to amend this definition to reflect such changed
rating  system  or  the  unavailability  of ratings from such rating agency and,
pending  the  effectiveness  of any such amendment, the Applicable Rate shall be
determined  by  reference  to  the  rating most recently in effect prior to such
change  or  cessation.

          "Assessment  Rate"  means,  for any day, the annual assessment rate in
           ----------------
effect  on  such  day  that  is  payable  by a member of the Bank Insurance Fund
classified  as  "well-capitalized"  and  within  supervisory  subgroup "B" (or a
comparable  successor  risk classification) within the meaning of 12 C.F.R. Part
327  (or  any  successor provision) to the Federal Deposit Insurance Corporation
for  insurance  by  such  Corporation  of  time  deposits made in dollars at the
offices  of  such  member in the United States; provided that if, as a result of
                                                --------
any change in any law, rule or regulation, it is no longer possible to determine
the  Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate  as shall be determined by the Administrative Agent to be representative of
the  cost  of  such  insurance  to  the  Lenders.

          "Assignment and Acceptance" means an assignment and acceptance entered
           -------------------------
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of  Exhibit  A  or  any  other form approved by the Administrative Agent and the
Assignor  and  Assignee.

          "Availability  Period"  means  the  period  from  and  including  the
           --------------------
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination  of  the  Commitments.

          "Base  CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
           -------------
multiplied  by  the  Statutory  Reserve  Rate  plus  (b)  the  Assessment  Rate.

          "Board"  means the Board of Governors of the Federal Reserve System of
           -----
the  United  States  of  America.

          "Borrower"  is  defined  in  the  first  paragraph  of this Agreement.
           --------

          "Borrowing" means Revolving Loans of the same Type, made, converted or
           ---------
continued  on  the same date and, in the case of Eurodollar Loans, as to which a
single  Interest  Period  is  in  effect.

          "Borrowing  Base"  is  defined  in  Section  2.18.
           ---------------

          "Borrowing  Base  Utilization"  means,  as  of  any  day, the fraction
           ----------------------------
expressed  as  a  percentage, the numerator of which is the sum of the Revolving
Credit  Exposures  plus Outside LC Exposure for all Lenders on such day, and the
denominator  of  which  is  the  Borrowing  Base  in  effect  on  such  day.

          "Borrowing  Request"  means  a request by the Borrower for a Revolving
           ------------------
Borrowing  in  accordance  with  Section  2.03.

          "Business  Day"  means any day that is not a Saturday, Sunday or other
           -------------
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
                  --------
the  term  "Business Day" shall also exclude any day on which banks are not open
            ------------
for  dealings  in  dollar  deposits  in  the  London  interbank  market.

          "Capital  Lease  Obligations"  of  any Person means the obligations of
           ---------------------------
such  Person  to  pay  rent  or  other  amounts  under  any  lease  of (or other
arrangement  conveying  the  right  to  use)  real  or  personal  property, or a
combination  thereof,  which  obligations  are  required  to  be  classified and
accounted  for  as  capital leases on a balance sheet of such Person under GAAP,
and  the  amount  of  such  obligations  shall be the capitalized amount thereof
determined  in  accordance  with  GAAP.

          "Change  in  Control" means (a) the acquisition of ownership, directly
           -------------------
or  indirectly,  beneficially  or  of record, by any Person or group (within the
meaning  of  the Securities Exchange Act of 1934 and the rules of the Securities
and  Exchange  Commission thereunder as in effect on the date hereof), of shares
representing more than 15% of the aggregate ordinary voting power represented by
the  issued  and  outstanding capital stock of the Borrower; (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower  by Persons who were neither (i) nominated by the board of directors of
the  Borrower  nor  (ii)  appointed  by  directors  so  nominated;  or  (c)  the
acquisition of direct or indirect Control of the Borrower by any Person or group
other  than by any Person or group possessing, as of the date of this Agreement,
more  than  15% of the aggregate ordinary voting power represented by the issued
and  outstanding  capital  stock  of  the  Borrower.

          "Change  in Law" means (a) the adoption of any law, rule or regulation
           --------------
after  the date of this Agreement, (b) any change in any law, rule or regulation
or  in  the  interpretation or application thereof by any Governmental Authority
after  the  date  of  this  Agreement  or  (c) compliance by any Lender (or, for
purposes  of  Section  2.13(b),  by any lending office of such Lender or by such
Lender's  holding  company,  if  any)  with  any request, guideline or directive
(whether  or  not having the force of law) of any Governmental Authority made or
issued  after  the  date  of  this  Agreement.

          "Code"  means  the Internal Revenue Code of 1986, as amended from time
           ----
to  time.

          "Commitment"  means,  with  respect  to each Lender, the commitment of
           ----------
such  Lender to make Revolving Loans and to acquire participations in Letters of
Credit  hereunder,  expressed  as  an  amount representing the maximum aggregate
amount  of such Lender's Revolving Credit Exposure hereunder, as such commitment
may  be  (a)  reduced from time to time pursuant to Section 2.07 or Section 7.01
and  (b) reduced or increased from time to time pursuant to assignments by or to
such  Lender  pursuant  to  Section  9.04.  The  initial amount of each Lender's
Commitment  is  set  forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant  to which such Lender shall have assumed all or part of its Commitment,
as  applicable.  The  initial  aggregate  amount  of the Lenders' Commitments is
$150,000,000.

          "Completion  Guaranty"  shall  mean,  with  respect  to  any  Project
           --------------------
Financing,  any  unsecured  interim  construction  guaranty of completion of the
construction  of  the  project  which  is  financed with such Project Financing,
provided  that in no event shall "Completion Guaranty" include any obligation of
--------
the  Borrower  or  any  Subsidiary  of  the  Borrower  to  pay  money.

          "Consolidated"  refers  to  the  consolidation  of the accounts of the
           ------------
Borrower  and  its  Subsidiaries  (other  than  Project Finance Subsidiaries) in
accordance  with  GAAP.

          "Consolidated  Group"  means  the  Borrower  and  its  Consolidated
           -------------------
Subsidiaries.

          "Consolidated Net Interest Expense" means, for the Consolidated Group,
           ---------------------------------
for  any  period,  the  Consolidated interest expense included in a Consolidated
income  statement  (net  of  interest  income)  for  such  period, determined in
accordance  with GAAP, in respect of such Consolidated Group, including, without
limitation  or duplication (or, to the extent not so included, with the addition
of),  to  the  extent  allocable  to  such period, (i) the portion of any rental
obligation  in  respect  of  any  Capital Lease Obligation allocable to interest
expense  in  accordance  with  GAAP;  (ii)  the  amortization  of original issue
discounts;  (iii)  any  interest  payments  or  fees  with  respect  to  bankers
acceptances  or similar facilities, (iv) Restricted Preferred Interest dividends
or  distributions  payable  during  such  period;  and  (v)  any  other interest
capitalized  under  GAAP.

          "Consolidated  Net  Debt"  means, for the Consolidated Group, (a) on a
           -----------------------
Consolidated  basis,  all obligations (determined under GAAP) for borrowed money
or  with  respect  to  deposits  or  advances  of  any  kind,  all Capital Lease
Obligations and all obligations evidenced by bonds, debentures, notes or similar
instruments,  plus  (b)  the  OCENSA  Swap  Obligation,  minus (c) cash and cash
equivalents  and  plus  (d)  the  positive amount, if any, that accounts payable
exceed  accounts  receivable  (determined  under  GAAP).

          "Control"  means  the possession, directly or indirectly, of the power
           -------
to  direct  or  cause  the  direction of the management or policies of a Person,
whether  through the ability to exercise voting power, by contract or otherwise.
"Controlling"  and  "Controlled"  have  meanings  correlative  thereto.
 -----------         ----------

          "Default"  means  any event or condition which constitutes an Event of
           -------
Default  or  which  upon  notice,  lapse  of time or both would, unless cured or
waived,  become  an  Event  of  Default.

          "Disclosed  Matters"  means the actions, suits and proceedings and the
           ------------------
environmental  matters  disclosed  in  Schedule  3.06.

          "dollars"  or  "$"  refers  to  lawful  money  of the United States of
           -------        -
America.

          "EBITDA" means, for the Consolidated Group, for any period, the sum of
           ------
(i)  the  Consolidated  net  income  (or  loss)  for  such  period determined in
accordance  with  GAAP  plus (ii) to the extent included in the determination of
                        ----
such  net  income  (or  loss),  the  Consolidated  charges  for  such period for
interest,  depreciation,  depletion  and  amortization  plus  (or, if there is a
                                                        ----
benefit  from  income  taxes,  minus)  (iii)  to  the  extent  included  in  the
                               -----
determination  of  such  net  income, the amount of the provision for or benefit
from  income taxes; provided, however, that in determining such Consolidated net
                    --------  -------
income,  such Consolidated charges and such provision for or benefit from income
taxes,  there  shall  be  excluded  therefrom  (to the extent otherwise included
therein)  (a)  the  net income (or loss) of, charges for interest, depreciation,
depletion  and  amortization  of,  and such provision for or benefit from income
taxes  of,  any  Person  acquired  by  a  member  of the Consolidated Group in a
pooling-of-interest  transaction  for  any  period  prior  to  the  date of such
transaction,  (b)  the  net  income  (but  not  loss)  of, charges for interest,
depreciation,  depletion  and  amortization  of, and such provision for (but not
benefit  from) income taxes of, any member of the Consolidated Group (other than
the  Borrower) which is subject to any restriction which prevents the payment of
dividends  or  the  making  of  distributions  on the capital stock, partnership
interests  or  other  ownership  interests  of such Person to the extent of such
restrictions,  (c)  pre-tax  gains  or  losses  on  the  sale, transfer or other
disposition  of any Property by any member of the Consolidated Group, other than
assets  sold in the ordinary course of business, (d) all extraordinary gains and
extraordinary  losses,  prior  to  applicable  income  taxes,  and  (e) any item
constituting  the  cumulative effect of a change in accounting principles, prior
to  applicable  income  taxes  and  (f)  all  expenses  from  the  writedown  of
capitalized exploration costs and the writedown of capitalized costs through the
application  of  the  full  cost  ceiling  limitation  as prescribed by the SEC.

          "Effective  Date"  means the date on which the conditions specified in
           ---------------
Section  4.01  are  satisfied  (or  waived  in  accordance  with  Section 9.02).

          "Environmental  Laws"  means  all  laws,  rules,  regulations,  codes,
           -------------------
ordinances,  orders,  decrees,  judgments,  injunctions,  notices  or  binding
agreements  issued,  promulgated  or entered into by any Governmental Authority,
relating  in  any way to the environment, preservation or reclamation of natural
resources,  the  management,  release  or  threatened  release  of any Hazardous
Material  or  to  health  and  safety  matters.

          "Environmental Liability" means any liability, contingent or otherwise
           -----------------------
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of  the  Borrower  or  any  Subsidiary directly or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b)  the  generation,  use,  handling,  transportation,  storage,  treatment  or
disposal  of  any  Hazardous Materials, (c) exposure to any Hazardous Materials,
(d)  the  release  or  threatened  release  of  any Hazardous Materials into the
environment  or  (e)  any  contract,  agreement  or other consensual arrangement
pursuant  to  which  liability  is assumed or imposed with respect to any of the
foregoing.

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

          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
           ----------------
incorporated)  that, together with the Borrower, is treated as a single employer
under  Section  414(b) or (c) of the Code or, solely for purposes of Section 302
of  ERISA  and  Section  412  of the Code, is treated as a single employer under
Section  414  of  the  Code.

          "ERISA  Event" means (a) any "reportable event", as defined in Section
           ------------
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than  an  event for which the 30-day notice period is waived); (b) the existence
with  respect  to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing  pursuant  to Section 412(d) of the Code or Section 303(d) of ERISA of an
application  for  a  waiver  of the minimum funding standard with respect to any
Plan;  (d)  the incurrence by the Borrower or any of its ERISA Affiliates of any
liability  under  Title IV of ERISA with respect to the termination of any Plan;
(e)  the  receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator  of  any  notice relating to an intention to terminate any Plan or
Plans  or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower  or  any  of  its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt  by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any  Multiemployer  Plan from the Borrower or any ERISA Affiliate of any notice,
concerning  the  imposition  of  Withdrawal  Liability or a determination that a
Multiemployer  Plan  is,  or  is expected to be, insolvent or in reorganization,
within  the  meaning  of  Title  IV  of  ERISA.

          "Eurodollar",  when used in reference to any Loan or Borrowing, refers
           ----------
to  whether  such  Loan,  or  the  Loans  comprising such Borrowing, are bearing
interest  at  a  rate  determined  by  reference  to  the  Adjusted  LIBO  Rate.

          "Event  of  Default"  has the meaning assigned to such term in Article
           ------------------
VII.
          "Excluded  Taxes" means, with respect to the Administrative Agent, any
           ---------------
Lender  or any other recipient of any payment to be made by or on account of any
obligation  of  the Borrower hereunder, (a) income or franchise taxes imposed on
(or  measured  by)  its  net  income  by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in  the  case  of  any Lender, in which its
applicable  lending  office  is located, (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in  which the Borrower is located and (c) in the case of a Foreign
Lender  (other  than  an  assignee  pursuant  to a request by the Borrower under
Section 2.17(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure  to  comply with Section 2.15(e), except to the extent that such Foreign
Lender  (or  its assignor, if any) was entitled, at the time of designation of a
new  lending  office  (or  assignment),  to  receive additional amounts from the
Borrower  with  respect  to  such  withholding  tax pursuant to Section 2.15(a).

          "Federal  Funds  Effective  Rate"  means,  for  any  day, the weighted
           -------------------------------
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight  Federal funds transactions with members of the Federal Reserve System
arranged  by Federal funds brokers, as published on the next succeeding Business
Day  by  the  Federal  Reserve  Bank  of  New  York,  or, if such rate is not so
published  for  any day that is a Business Day, the average (rounded upwards, if
necessary,  to  the  next  1/100  of 1%) of the quotations for such day for such
transactions  received  by  the  Administrative  Agent  from three Federal funds
brokers  of  recognized  standing  selected  by  it.

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

          "Financial  Officer"  means  the  chief  financial  officer, principal
           ------------------
accounting  officer,  treasurer  or  controller  of  the  Borrower.

          "Foreign  Lender" means any Lender that is organized under the laws of
           ---------------
a  jurisdiction  other than the United States of America, each State thereof and
the  District  of  Columbia.

          "FPSO  Obligation" means obligations of the Borrower or any Subsidiary
           ----------------
under  a  charter  lease  agreement  for  a  floating  production,  storage  and
off-loading  tanker  facility  for  the  purpose  of  developing  Borrower's
Hydrocarbons  in  Equatorial  Guinea  if  (a)  payments thereunder do not exceed
$27,500,000  in  any  calendar year and (b) the Lease Term is less than 3 years.
"Lease Term" means any fixed term and any period or periods covered by an option
to  renew  at  a  sufficiently  low rental or sufficiently high penalty that the
exercise  of  the  option is reasonably assured, as amended, waived or modified,
unless  such  amendment,  waiver  or modification thereto materially changes the
amounts payable thereunder or its Lease Term as determined by the Administrative
Agent  in  its  reasonable  discretion.

          "GAAP"  means  generally  accepted accounting principles in the United
           ----
States  of  America.

          "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.

          "Guarantee"  of  or  by  any  Person  (the  "guarantor")  means  any
           ---------                                   ---------
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic  effect  of  guaranteeing  any  Indebtedness or other obligation of any
other  Person  (the  "primary  obligor")  in  any  manner,  whether  directly or
                      ----------------
indirectly,  and  including any obligation of the guarantor, direct or indirect,
(a)  to  purchase or pay (or advance or supply funds for the purchase or payment
of)  such  Indebtedness  or  other  obligation  or to purchase (or to advance or
supply  funds  for the purchase of) any security for the payment thereof, (b) to
purchase  or  lease property, securities or services for the purpose of assuring
the  owner  of such Indebtedness or other obligation of the payment thereof, (c)
to  maintain  working  capital,  equity capital or any other financial statement
condition  or  liquidity  of  the  primary  obligor  so as to enable the primary
obligor  to pay such Indebtedness or other obligation or (d) as an account party
in  respect of any letter of credit or letter of guaranty issued to support such
Indebtedness  or obligation; provided, that the term Guarantee shall not include
                             --------
endorsements  for  collection  or  deposit  in  the ordinary course of business.

          "Hazardous Materials" means all explosive or radioactive substances or
           -------------------
wastes  and  all  hazardous  or  toxic  substances,  wastes or other pollutants,
including  petroleum  or  petroleum distillates, asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and  all  other  substances  or  wastes  of any nature regulated pursuant to any
Environmental  Law.

          "Hedging  Agreement"  means  any  interest  rate protection agreement,
           ------------------
foreign  currency  exchange  agreement,  commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Hydrocarbons"  shall  mean  oil,  gas, casinghead gas, drip gasoline,
           ------------
natural  gasoline,  condensate,  distillate,  liquid  hydrocarbons,  gaseous
hydrocarbons  and  all  products  refined  or  separated  therefrom.

          "Hydrocarbon  Interests"  means  rights,  interests  and  properties
           ----------------------
pursuant  to  which  a Person has the right to explore for, develop, produce and
sell  Hydrocarbons and other minerals and to receive and retain the revenues and
other  economic  benefits  resulting  therefrom  and  regardless of whether such
rights,  interests  and  property  arise by contract, order, operation of law or
ownership  of  estates,  titles,  and  interests in and to oil, gas, sulphur, or
other  mineral  leases and any mineral interests, royalty and overriding royalty
interest,  production payment, net profits interests, mineral fee interests, and
other  rights,  including,  without  limitation,  any  reversionary  or  carried
interests relating to the foregoing, together with rights, titles, and interests
created  by  or  arising  under the terms of any unitization, communication, and
pooling  agreements  or  arrangements.

          "Indebtedness"  of  any  Person  means,  without  duplication, (a) all
           ------------
obligations  of  such  Person  for borrowed money or with respect to deposits or
advances  of  any  kind,  (b) all obligations of such Person evidenced by bonds,
debentures,  notes  or  similar  instruments, (c) all obligations of such Person
upon  which  interest  charges are customarily paid, (d) all obligations of such
Person  under  conditional  sale or other title retention agreements relating to
property  acquired by such Person, (e) all obligations of such Person in respect
of  the  deferred  purchase  price  of  property  or services (excluding current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness  of others secured by (or for which the holder of such Indebtedness
has  an  existing  right, contingent or otherwise, to be secured by) any Lien on
property  owned  or  acquired  by  such  Person, whether or not the Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by  such  Person of
Indebtedness  of  others,  (h) all Capital Lease Obligations of such Person, (i)
all  obligations, contingent or otherwise, of such Person as an account party in
respect  of letters of credit,  (j) all obligations, contingent or otherwise, of
such  Person  in  respect  of  bankers' acceptances and (k) Restricted Preferred
Stock.  The  Indebtedness  of  any  Person shall include the Indebtedness of any
other  entity  (including  any  partnership  in  which  such Person is a general
partner)  to  the  extent  such  Person  is  liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

          "Indemnified  Taxes"  means  Taxes  other  than  Excluded  Taxes.
           ------------------

          "Index  Debt"  means  senior,  unsecured,  long-term  indebtedness for
           -----------
borrowed  money  of  the  Borrower that is not guaranteed by any other Person or
subject  to  any  other  credit  enhancement.

          "Initial  Reserve  Report"  means  the  Reserve  Report  prepared  in
           ------------------------
accordance  with  Section  5.09.

          "Interest Election Request" means a request by the Borrower to convert
           -------------------------
or  continue  a  Revolving  Borrowing  in  accordance  with  Section  2.06.

          "Interest  Payment  Date"  means (a) with respect to any ABR Loan, the
           -----------------------
last day of each March, June, September and December and (b) with respect to any
Eurodollar 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 Eurodollar 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,
as  the  case  may  be,  after  the  first  day  of  such  Interest  Period.

          "Interest  Period" means with respect to any Eurodollar Borrowing, the
           ----------------
period  commencing  on  the date of such Borrowing and ending on the numerically
corresponding  day  in  the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest Period
                                       --------
would  end  on  a  day  other than a Business Day, such Interest Period shall be
extended  to  the  next  succeeding  Business  Day  unless  such next succeeding
Business  Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
pertaining  to a Eurodollar Borrowing that commences on the last Business Day of
a  calendar  month  (or on a day for which there is no numerically corresponding
day  in  the  last calendar month of such Interest Period) shall end on the last
Business  Day  of the last calendar month of such Interest Period.  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.

          "Issuing Bank" means the Administrative Agent, or, with the consent of
           ------------
such  Lender,  any  Lender,  in  its capacity as the issuer of Letters of Credit
hereunder.  The  Issuing  Bank  may,  in its discretion, arrange for one or more
Letters  of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of  Credit  issued  by  such  Affiliate.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
           ---------------
a  Letter  of  Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
           -----------
amount  of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of  the  Borrower at such time.  The LC Exposure of any Lender at any time shall
be  its  Applicable  Percentage  of  the  total  LC  Exposure  at  such  time.

          "Lenders"  means  the  Persons  listed  on Schedule 2.01 and any other
           -------
Person  that  shall  have  become  a  party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to  an  Assignment  and  Acceptance.

          "Letter  of Credit" means any letter of credit issued pursuant to this
           -----------------
Agreement,  including  Performance  Letters  of  Credit  or Financial Letters of
Credit.

          "LIBO  Rate"  means,  with respect to any Eurodollar Borrowing for any
           ----------
Interest  Period, the rate appearing on Page 3750 of the Telerate Service (or on
any  successor  or  substitute  page  of  such  Service,  or any successor to or
substitute  for  such  Service,  providing  rate  quotations comparable to those
currently  provided  on  such  page  of  such  Service,  as  determined  by  the
Administrative  Agent  from time to time for purposes of providing quotations of
interest  rates applicable to dollar deposits in the London interbank market) at
approximately  11:00  a.m.,  London  time,  two  Business  Days  prior  to  the
commencement  of  such  Interest  Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
                                                 ---------
Eurodollar  Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered  by  the  principal  London  office  of  the  Administrative  Agent  in
immediately  available  funds  in  the  London interbank market at approximately
11:00  a.m.,  London  time,  two Business Days prior to the commencement of such
Interest  Period.

          "Lien"  means,  with  respect  to any asset, (a) any mortgage, deed of
           ----
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on  or  of  such  asset,  (b)  the  interest  of  a vendor or a lessor under any
conditional  sale  agreement, capital lease or title retention agreement (or any
financing  lease  having  substantially  the  same economic effect as any of the
foregoing)  relating  to  such  asset  and  (c)  in  the case of securities, any
purchase  option,  call  or  similar right of a third party with respect to such
securities.

          "Loan  Documents"  means  this  Agreement, any Letters of Credit, each
           ---------------
Borrowing Request, each Interest Election Request, each other document delivered
in  connection  with  this  Agreement,  and each extension, waiver, amendment or
modification  of  each  of  the  foregoing.

          "Loans"  means  the loans made by the Lenders to the Borrower pursuant
           -----
to  this  Agreement.

          "Material  Adverse  Effect" means a material adverse effect on (a) the
           -------------------------
business,  assets,  operations  or  condition,  financial  or  otherwise, of the
Borrower  and the Subsidiaries taken as a whole, (b) the ability of the Borrower
or  any  of its Subsidiaries to perform any of its obligations or (c) the rights
of  or  benefits  available  to  the  Lenders  under  this  Agreement.

          "Material  Indebtedness"  means  Indebtedness (other than the Loans or
           ----------------------
the  Letters  of  Credit),  or  obligations  in  respect  of one or more Hedging
Agreements,  of  any  one  or  more  of  the Borrower and its Subsidiaries in an
aggregate  principal  amount exceeding $10,000,000.  For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or  any  Subsidiary in respect of any Hedging Agreement at any time shall be the
maximum  aggregate  amount  (giving  effect  to any netting agreements) that the
Borrower  or  such Subsidiary would be required to pay if such Hedging Agreement
were  terminated  at  such  time.

          "Material Subsidiary" means any Subsidiary which (a) owns, directly or
           -------------------
indirectly  through  one  or  more Subsidiaries, assets with book or fair market
value  in excess of $5,000,000 or (b) owns any Hydrocarbons included in the most
recently  delivered  Reserve  Report.

          "Maturity  Date"  means  February  28,  2002.
           --------------

          "Moody's"  means  Moody's  Investors  Service,  Inc.
           -------

          "Multiemployer  Plan" means a multiemployer plan as defined in Section
           -------------------
4001(a)(3)  of  ERISA.

          "OCENSA"  means  Oleoducto  Central  S.A.,  a  Colombian  company.
           ------

          "OCENSA  Swap  Obligation" means $100,000,000, until the Confirmation,
           ------------------------
dated  February  2,  1998  between  Triton International Finance, Inc., a Cayman
Islands  company,  and  Morgan  Guaranty  Trust  Company  of  New York, has been
terminated  and  all  amounts  owed thereunder have been paid, at which time the
"OCENSA  Swap  Obligation"  shall  be  $0.

          "Oil  and  Gas  Properties"  shall  mean  Hydrocarbon  Interests;  the
           -------------------------
Properties  now  or hereafter pooled or unitized with Hydrocarbon Interests; all
presently existing or future unitization, pooling agreements and declarations of
pooled  units  and  the  units created thereby (including without limitation all
units created under orders, regulations and rules of any Governmental Authority)
which  may affect all or any portion of the Hydrocarbon Interests; all operating
agreements,  contracts  and  other  agreements  which  relate  to  any  of  the
Hydrocarbon  Interests or the production, sale, purchase, exchange or processing
of  Hydrocarbons  from  or  attributable  to  such  Hydrocarbon  Interests;  all
Hydrocarbons in and under and which may be produced and saved or attributable to
the Hydrocarbon Interests, including all oil in tanks, the lands covered thereby
and  all  rents, issues, profits, proceeds, products, revenues and other incomes
from or attributable to the Hydrocarbon Interests; all tenements, hereditaments,
appurtenances  and  Properties in any manner appertaining, belonging, affixed or
incidental  to  the  Hydrocarbon  Interests  and all Properties, rights, titles,
interests  and  estates  described  or  referred to above, including any and all
Property,  real  or personal, now owned or hereafter acquired and situated upon,
used,  held  for  use  or  useful  in  connection with the operating, working or
development of any of such Hydrocarbon Interests or Property (excluding drilling
rigs,  automotive  equipment  or  other  personal  property which may be on such
premises for the purpose of drilling a well or for other similar temporary uses)
and  including any and all oil wells, gas wells, injection wells or other wells,
buildings,  structures,  fuel  separators,  liquid  extraction  plants,  plant
compressors,  pumps,  pumping  units,  field  gathering  systems, tanks and tank
batteries,  fixtures,  valves,  fittings, machinery and parts, engines, boilers,
meters,  apparatus,  equipment,  appliances,  tools,  implements, cables, wires,
towers,  casing,  tubing  and rods, surface leases, rights-of-way, easements and
servitudes  together with all additions, substitutions, replacements, accessions
and  attachments  to  any  and  all  of  the  foregoing.

          "Other Taxes" means any and all present or future stamp or documentary
           -----------
taxes  or  any other excise or property taxes, charges or similar levies arising
from  any  payment made hereunder or from the execution, delivery or enforcement
of,  or  otherwise  with  respect  to,  this  Agreement.

          "Outside LC Exposure" means the amount, if any that (a) the sum of (i)
           -------------------
the  aggregate  undrawn  amount  of  all Outside Letters of Credit plus (ii) all
payments  made  by  issuers of Outside Letters of Credit made under such Outside
Letters  of Credit for which such issuer has not been reimbursed by the Borrower
in  accordance  with  the terms thereunder exceeds (b) before December 31, 2000,
$15,000,000,  or  on  and  after  December  31,  2000,  $10,000,000.

          "Outside  Letter  of Credit" means all obligations of the Borrower and
           --------------------------
its  Subsidiaries,  contingent  or  otherwise, as an account party in respect of
letters  of  credit  and  letters  of  guaranty, excluding the Letters of Credit
issued  under  Section  2.04.

          "PBGC"  means the Pension Benefit Guaranty Corporation referred to and
           ----
defined  in  ERISA  and  any  successor  entity  performing  similar  functions.

          "Participant"  has  the  meaning  set  forth  in  Section  9.04(e).
           -----------

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

          "Permitted  Encumbrances"  means:
           -----------------------

     (a)     Liens  imposed  by  law for taxes that are not yet due or are being
contested  in  compliance  with  Section  5.04;

     (b)     pledges  and  deposits  made  in the ordinary course of business in
compliance  with  workers' compensation, unemployment insurance and other social
security  laws  or  regulations;

     (c)  deposits  to  secure the performance of bids, trade contracts, leases,
statutory obligations, performance bonds and other obligations of a like nature,
in  each  case  in  the  ordinary  course  of  business;

     (d)  judgment liens in respect of judgments that do not constitute an Event
of  Default  under  Section  7.01(k);

     (e) Liens in connection with workmen's compensation, unemployment insurance
or  other  social  security, old age pension or public liability obligations not
yet  due  or  which  are being contested in compliance with Section 5.04 in good
faith by appropriate action and for which adequate reserves have been maintained
in  accordance  with  GAAP;

     (f)  operator's,  vendors',  carriers',  warehousemen's,  repairmen's,
mechanics',  workmen's,  materialmen's, construction or other like Liens arising
by  operation  of  law  in  the  ordinary  course of business or incident to the
exploration, development, operation and maintenance of Oil and Gas Properties or
statutory landlord's liens, each of which is in respect of obligations that have
not  been  outstanding  more  than  90 days or which are being contested in good
faith  by  appropriate  proceedings  and  for  which adequate reserves have been
maintained  in  accordance  with  GAAP;

     (g)  any  Liens  or  contract  rights  reserved  in  agreements  creating
Hydrocarbon  Interests  and  for compliance with the terms of such agreements or
leases  in  the  case  of  leasehold  estates,  to the extent that any such Lien
referred  to  in  this clause does not materially impair the use of the Property
covered  by  such  Lien  for the purposes for which such Property is held by the
Borrower  or  materially  impair  the  value  of  such Property subject thereto;

     (h) encumbrances (other than to secure the payment of borrowed money or the
deferred  purchase  price  of  Property  or  services), easements, restrictions,
servitudes,  permits,  conditions,  covenants, exceptions or reservations in any
rights  of  way  or  other  Property  of  the Borrower for the purpose of roads,
pipelines,  transmission lines, transportation lines, distribution lines for the
removal  of gas, oil, coal or other minerals or timber, and other like purposes,
or  for  the  joint  or common use of real estate, rights of way, facilities and
equipment,  and defects, irregularities, zoning restrictions and deficiencies in
title  of  any  rights  of  way  or other Property which in the aggregate do not
materially  impair  the  use  of  such  rights  of way or other Property for the
purposes of which such rights of way and other Property are held by the Borrower
or  materially  impair  the  value  of  such  Property  subject  thereto;  and

     (i)  deposits  to  secure the performance of bids, trade contracts, leases,
statutory  obligations  and  other  obligations of a like nature incurred in the
ordinary  course  of  business.

provided  that  the  term  "Permitted  Encumbrances"  shall not include any Lien
--------
securing  Indebtedness.

          "Permitted  Investments"  means:
           ----------------------

     (a)     direct obligations of, or obligations the principal of and interest
on  which are unconditionally guaranteed by, the United States of America (or by
any  agency  thereof to the extent such obligations are backed by the full faith
and  credit  of  the United States of America), in each case maturing within one
year  from  the  date  of  acquisition  thereof;

     (b)     investments  in  commercial paper maturing within 270 days from the
date of acquisition thereof and having, at such date of acquisition, the highest
credit  rating  obtainable  from  S&P  or  from  Moody's;

     (c)     investments  in  certificates  of deposit, banker's acceptances and
time  deposits  maturing  within  180  days from the date of acquisition thereof
issued or guaranteed by or placed with, and money market deposit accounts issued
or  offered  by,  any domestic office of any commercial bank organized under the
laws  of  the United States of America or any State thereof which has a combined
capital  and  surplus  and  undivided  profits  of  not  less than $500,000,000;

     (d)     fully  collateralized repurchase agreements with a term of not more
than  30 days for securities described in clause (a) above and entered into with
a  financial  institution satisfying the criteria described in clause (c) above;
and

     (e)          investments  described  in  Schedule  1.01A.

          "Person"  means  any  natural  person,  corporation, limited liability
           ------
company,  trust,  joint venture, association, company, partnership, Governmental
Authority  or  other  entity.

          "Plan"  means  any  employee  pension  benefit  plan  (other  than  a
           ----
Multiemployer  Plan)  subject  to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any  ERISA  Affiliate  is (or, if such plan were terminated, would under Section
4069  of  ERISA  be  deemed  to  be) an "employer" as defined in Section 3(5) of
ERISA.

          "Preferred  Interest"  means,  as  applied  to any Person, any capital
           -------------------
stock,  partnership interest or other ownership interest of such Person which is
entitled  to  preference  or  priority over any other capital stock, partnership
interest  or  other  ownership  interest of such Person in respect of either the
payment  of  dividends  or  distributions  or  the  distribution  of assets upon
liquidation.

          "Preferred Stock" means (i) as applied to any partnership, partnership
           ---------------
interests  in such partnership which shall be entitled to preference or priority
over  any  other  partnership  interest  in  such  partnership in respect of any
distribution  of  cash,  property  or  other  assets,  (ii)  as  applied  to any
corporation, shares of such corporation which shall be entitled to preference or
priority  over  any  other  shares  of such corporation in respect of either the
payment  of  dividends or the distribution of assets upon liquidation, and (iii)
as applied to any other entity, interests in such entity which shall be entitled
to  preference or priority over any other interests in such entity in respect of
any  distribution  of  cash,  property  or  other  assets.

          "Prime  Rate"  means the rate of interest per annum publicly announced
           -----------
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal  office  in  New  York  City;  each  change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Project Financing" means Indebtedness incurred by a Project Financing
           -----------------
Subsidiary  to finance the acquisition (other than any acquisition from Borrower
or any of its Subsidiaries) or construction of a project which Indebtedness does
not  permit  or  provide  for  recourse  against  the  Borrower  or  any  of its
Subsidiaries  (other than the Project Financing Subsidiary that is to acquire or
construct  such project and any Project Financing Subsidiary that owns a general
or  limited  partnership  interest  or similar interest in the Project Financing
Subsidiary  that  is  to  acquire  or  construct  such  project).

          "Project  Financing Subsidiary" means a Subsidiary of the Borrower (a)
           -----------------------------
that  is  created  to  (i) construct or acquire (other than any acquisition from
Borrower  or  any  of  its  Subsidiaries)  a project that will be or is financed
solely  with  Project Financing for such project incurred by such Subsidiary and
related  equity  investments  for  such  project,  (ii) own a general or limited
partnership interest (or similar interest) in a Project Financing Subsidiary, or
(iii)  own  an interest in any such project, (b) whose assets are limited solely
to  those  assets  being  financed  by  such Project Financing or by the related
equity  investments  or  a  general  or limited partnership interest (or similar
interest)  in  a Project Financing Subsidiary whose assets are limited solely to
those  assets  being  financed  by  such  Project Financing and any loans to, or
capital  contributions  in, such Project Financing Subsidiary that are Permitted
Investments,  and  (c)  notice of which has been delivered to the Administrative
Agent  and  each  Lender.

          "Property"  shall  mean any interest in any kind of property or asset,
           --------
whether  real,  personal  or  mixed,  or  tangible  or  intangible.

          "Redetermination  Date"  has the meaning set forth in Section 2.18(a).
           ---------------------

          "Register"  has  the  meaning  set  forth  in  Section  9.04.
           --------

          "Related  Parties"  means,  with respect to any specified Person, such
           ----------------
Person's  Affiliates  and  the respective directors, officers, employees, agents
and  advisors  of  such  Person  and  such  Person's  Affiliates.

          "Reports"  mean  the  Reserve  Reports  and  Additional  Reports.
           -------

          "Required Lenders" means, at any time, Lenders having Revolving Credit
           ----------------
Exposures  and  unused  Commitments representing more than 66-2/3% of the sum of
the  total  Revolving  Credit  Exposures  and  unused  Commitments at such time.

          "Reserve Report" shall mean a report, in form and substance reasonably
           --------------
satisfactory  to  the  Administrative  Agent, setting forth, as of January 1 (or
such  other date specified in Section 4.01(f) for the Initial Reserve Report or,
in  the  event  of  an unscheduled redetermination, such other date specified in
Section  2.18(d))  the  proved  oil  and  gas  reserves  attributable  to  the
Consolidated  Group's  Oil and Gas Properties, together with a projection of the
rate  of  production  and  future  net  income, production, severance or similar
taxes,  operating  expenses  and capital expenditures with respect thereto as of
such  date,  based  upon  the  pricing assumptions consistent with SEC reporting
requirements  at  the time.  Furthermore, such information shall be provided for
each individual well, unit or lease comprising the Consolidated  Group's Oil and
Gas  Properties  and by category of the reserves contained in each well, unit or
lease  including  proved producing, proved non-producing and proved undeveloped.
Such  report  must  also include a comparison of actual and projected production
volumes  for  the  Consolidated  Group's  Oil  and  Gas  Properties.

          "Responsible Officer" shall mean as to any Person, the Chief Executive
           -------------------
Officer, the President or any Vice President of such Person and, with respect to
financial  matters,  the  term "Responsible Officer" shall include the Financial
Officers  of  such  Person.  Unless  otherwise  specified,  all  references to a
Responsible  Officer  herein  shall  mean a Responsible Officer of the Borrower.

          "Restricted Payment" means any dividend or other distribution (whether
           ------------------
in  cash,  securities or other property) with respect to any shares of any class
of  capital  stock of the Borrower or any Subsidiary, or any payment (whether in
cash,  securities  or  other  property),  including  any sinking fund or similar
deposit,  on  account  of  the  purchase,  redemption,  retirement, acquisition,
cancellation  or termination of any such shares of capital stock of the Borrower
or  any  option,  warrant  or  other right to acquire any such shares of capital
stock  of  the  Borrower.

          "Restricted  Preferred Interest" means any Preferred Interest which is
           ------------------------------
subject  to  retirement,  purchase,  redemption, other acquisition or conversion
(other  than  a  conversion  into  common stock of the Borrower), in whole or in
part,  at  the  option  of  the  holder  thereof.

          "Restricted Preferred Stock" means any Preferred Stock that is subject
           --------------------------
to  required  repayment  (other  than  payment  of dividends and distributions),
redemption,  repurchase,  retirement,  exchange for debt or Restricted Preferred
Stock  or  conversion  into debt or Restricted Preferred Stock, at the option of
the  holder  or  any  other  Person or at a fixed or determinable date or dates,
whether  by  operation  of  a  sinking  fund or otherwise, or otherwise upon the
occurrence  of  a  condition  not  within  the  control  of  the  issuer.

          "Revolving  Credit  Exposure" means, with respect to any Lender at any
           ---------------------------
time, the sum of (a) the outstanding principal amount of such Lender's Revolving
Loans  and  (b)  its  LC  Exposure.

          "Revolving  Loan"  means  a  Loan  made  pursuant  to  Section  2.03.
           ---------------

          "S&P"  means  Standard  &  Poor's.
           ---

          "Scheduled  Redetermination"  has  the  meaning  set  forth in Section
           --------------------------
2.18(d).

          "Scheduled  Redetermination Date" has the meaning set forth in Section
           -------------------------------
2.18(d).

          "SEC"  shall  mean  the  Securities  and  Exchange  Commission  or any
           ---
successor  Governmental  Authority.

          "Statutory  Reserve  Rate"  means a fraction (expressed as a decimal),
           ------------------------
the  numerator  of  which  is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal,  special,  emergency  or supplemental reserves) expressed as a decimal
established  by  the Board to which the Administrative Agent is subject (a) with
respect  to  the  Base  CD Rate, for new negotiable nonpersonal time deposits in
dollars  of  over $100,000 with maturities approximately equal to, three months,
in the case of the Base CD Rate, and (b) with respect to the Adjusted LIBO Rate,
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation  D  of  the  Board).  Such  reserve  percentages  shall include those
imposed  pursuant  to  such  Regulation  D.  Eurodollar Loans shall be deemed to
constitute  eurocurrency  funding and 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 such Regulation D or any
comparable  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,  with respect to any Person (the "parent") at any
           ----------                                            ------
date,  any  corporation,  limited liability company, partnership, association or
other  entity  the  accounts  of  which  would be consolidated with those of the
parent  in  the  parent's  consolidated  financial  statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other  corporation, limited liability company, partnership, association or other
entity  (a)  of  which securities or other ownership interests representing more
than  50% of the equity or more than 50% of the ordinary voting power or, in the
case  of  a partnership, more than 50% of the general partnership interests are,
as  of  such  date,  owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by  the  parent  and  one  or more subsidiaries of the parent.  If not otherwise
specified,  "Subsidiary"  means  a  Subsidiary  of  the  Borrower.

          "Taxes"  means  any  and all present or future taxes, levies, imposts,
           -----
duties,  deductions,  charges  or  withholdings  imposed  by  any  Governmental
Authority.

          "Three-Month  Secondary  CD  Rate"  means,  for any day, the secondary
           --------------------------------
market  rate for three-month certificates of deposit reported as being in effect
on  such day (or, if such day is not a Business Day, the next preceding Business
Day)  by  the Board through the public information telephone line of the Federal
Reserve  Bank  of  New York (which rate will, under the current practices of the
Board,  be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next  preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received  at  approximately  10:00 a.m., New York City time, on such day (or, if
such  day  is  not  a  Business  Day, on the next preceding Business Day) by the
Administrative  Agent  from  three  negotiable certificate of deposit dealers of
recognized  standing  selected  by  it.

          "Transactions"  means  the  execution, delivery and performance by the
           ------------
Borrower  of  this Agreement, the borrowing of Loans and the use of the proceeds
thereof  and  the  obtaining  by  the  Borrower  of  any  Letters  of  Credit.

          "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 the Adjusted LIBO Rate or the Alternate
Base  Rate,  and when used in reference to a Letter of Credit, refers to whether
the  Letter  of  Credit is a Performance Letter of Credit or Financial Letter of
Credit.

          "Unscheduled  Redetermination"  means  an  unscheduled redetermination
           ----------------------------
requested  by  the  Borrower  or  the  Required  Banks  under  Section  2.18(d).

          "Withdrawal  Liability"  means  liability to a Multiemployer Plan as a
           ---------------------
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms  are  defined  in  Part  I  of  Subtitle  E  of  Title  IV  of  ERISA.

          SECTION  1.02.     Classification  of  Loans  and  Borrowings.   For
                             -------------------------------------------
purposes  of  this  Agreement,  Loans may be classified and referred to by Class
(e.g.,  a  "Revolving  Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
 ---                                      ---
and  Type  (e.g.,  a  "Eurodollar  Revolving  Loan").  Borrowings  also  may  be
            ---
classified  and  referred to by Class (e.g., a "Revolving Borrowing") or by Type
                                       ---
(e.g.,  a  "Eurodollar  Borrowing")  or  by  Class and Type (e.g., a "Eurodollar
 ----                                                        ---
Revolving  Borrowing").

          SECTION  1.03.     Terms  Generally.   The definitions of terms herein
                             -----------------
shall  apply  equally  to  the  singular  and plural forms of the terms defined.
Whenever  the  context  may require, any pronoun shall include the corresponding
masculine,  feminine  and  neuter  forms.  The  words  "include", "includes" and
"including"  shall  be deemed to be followed by the phrase "without limitation".
The  word  "will"  shall be construed to have the same meaning and effect as the
word  "shall".  Unless  the  context requires otherwise (a) any definition of or
reference  to  any  agreement,  instrument  or  other  document  herein shall be
construed  as  referring to such agreement, instrument or other document as from
time  to  time  amended,  supplemented  or  otherwise  modified  (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b)  any  reference  herein  to  any  Person  shall be construed to include such
Person's  successors  and  assigns,  (c)  the  words  "herein",  "hereof"  and
"hereunder",  and  words  of similar import, shall be construed to refer to this
Agreement  in  its  entirety and not to any particular provision hereof, (d) all
references  herein  to  Articles,  Sections,  Exhibits  and  Schedules  shall be
construed  to  refer to Articles and Sections of, and Exhibits and Schedules to,
this  Agreement  and  (e) the words "asset" and "property" shall be construed to
have  the  same  meaning  and  effect  and  to refer to any and all tangible and
intangible  assets  and  properties,  including  cash,  securities, accounts and
contract  rights.

          SECTION  1.04.     Accounting  Terms;  GAAP  .  Except  as  otherwise
                             ------------------------
expressly  provided herein, all terms of an accounting or financial nature shall
be  construed  in accordance with GAAP, as in effect from time to time; provided
                                                                        --------
that,  if  the  Borrower  notifies  the  Administrative  Agent that the Borrower
requests  an  amendment  to  any provision hereof to eliminate the effect of any
change  occurring after the date hereof in GAAP or in the application thereof on
the  operation  of  such  provision (or if the Administrative Agent notifies the
Borrower  that the Required Lenders request an amendment to any provision hereof
for  such  purpose),  regardless  of  whether any such notice is given before or
after  such  change  in  GAAP or in the application thereof, then such provision
shall  be  interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn  or  such  provision  amended  in  accordance  herewith.

                                   ARTICLE II

                                   The Credits
                                   -----------

          SECTION  2.01.     Commitments.   Subject  to the terms and conditions
                             ------------
set  forth  herein,  each  Lender agrees to make Revolving Loans to the Borrower
from  time  to  time  during  the  Availability Period in an aggregate principal
amount  that will not result in (a) such Lender's Revolving Credit Exposure plus
such  Lender's Applicable Percentage of Outside LC Exposure exceeding the lesser
of  (i)  such  Lender's Applicable Percentage of the Borrowing Base or (ii) such
Lender's  Commitment or (b) the sum of the total Revolving Credit Exposures plus
Outside  LC  Exposure for all Lenders exceeding the lesser of (i) Borrowing Base
or  (ii)  the  total Commitment of all Lenders.  Within the foregoing limits and
subject  to  the terms and conditions set forth herein, the Borrower may borrow,
prepay  and  reborrow  Revolving  Loans.

          SECTION  2.02.     Loans  and  Borrowings.   (a)  Each  Revolving Loan
                             -----------------------
shall  be  made as part of a Borrowing consisting of Revolving Loans made by the
Lenders ratably in accordance with their respective Commitments.  The failure of
any  Lender  to  make  any  Loan required to be made by it shall not relieve any
other  Lender of its obligations hereunder; provided that the Commitments of the
                                            --------
Lenders  are  several  and no Lender shall be responsible for any other Lender's
failure  to  make  Loans  as  required.

     (b)     Subject  to  Section  2.12,  each  Revolving  Borrowing  shall  be
comprised  entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in  accordance herewith.  Each Lender at its option may make any Eurodollar Loan
by  causing  any  domestic or foreign branch or Affiliate of such Lender to make
such  Loan;  provided  that  any  exercise  of  such option shall not affect the
             --------
obligation  of  the  Borrower to repay such Loan in accordance with the terms of
this  Agreement.

     (c)     At  the  commencement  of  each  Interest Period for any Eurodollar
Revolving  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral  multiple of $1,000,000 and not less than $5,000,000.  At the time that
each  ABR  Revolving  Borrowing is made, such Borrowing shall be in an aggregate
amount  that  is  an integral multiple of $500,000 and not less than $1,000,000;
provided  that  an ABR Revolving Borrowing may be in an aggregate amount that is
--------
equal  to the entire unused balance of the total Commitments or that is required
to  finance  the  reimbursement of an LC Disbursement as contemplated by Section
2.04(e).  Borrowings  of  more than one Type and Class may be outstanding at the
same  time;  provided that there shall not at any time be more than a total of 6
             --------
Eurodollar  Revolving  Borrowings  outstanding.

     (d)     Notwithstanding any other provision of this Agreement, the Borrower
shall  not  be  entitled  to  request,  or  to elect to convert or continue, any
Borrowing  if the Interest Period requested with respect thereto would end after
the  Maturity  Date.

          SECTION  2.03.     Requests  for  Revolving Borrowings.   To request a
                             -----------------------------------
Revolving  Borrowing, the Borrower shall notify the Administrative Agent of such
request  ("Borrowing  Request")  by  telephone  (a)  in the case of a Eurodollar
Borrowing,  not  later  than 11:00 a.m., New York City time, three Business Days
before  the  date  of  the  proposed  Borrowing  or  (b)  in  the case of an ABR
Borrowing,  not  later  than  11:00  a.m.,  New York City time, one Business Day
before  the  date of the proposed Borrowing; provided that any such notice of an
ABR  Revolving  Borrowing  to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.04(e) may be given not later than 10:00 a.m., New York
City time on the date of the proposed Borrowing.  Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy  to  the  Administrative  Agent  of  a  written  Borrowing  Request  in
substantially  in  the  form  attached  hereto  as  Exhibit  C and signed by the
Borrower.  Each  such telephonic and written Borrowing Request shall specify the
following  information  in  compliance  with  Section  2.02:

               (i)      the  aggregate  amount  of  the requested Borrowing;

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

               (iii)    whether  such  Borrowing is to be an ABR Borrowing or a
Eurodollar  Borrowing;

               (iv)     in  the  case  of  a  Eurodollar  Borrowing, the initial
Interest  Period  to be applicable thereto, which shall be a period contemplated
by  the  definition  of  the  term  "Interest  Period";

               (v)      the  location  and  number of the Borrower's account to
which  funds  are  to  be disbursed, which shall comply with the requirements of
Section  2.05;

               (vi)     the  Borrowing  Base  Utilization  on  the  date of such
Borrowing  (after  giving  effect  to  such  Borrowing);  and

               (vii)    The  amount  of Outside LC Exposure on the Business Day
of  the  proposed  Borrowing.

If  no  election  as  to  the Type of Revolving Borrowing is specified, then the
requested  Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is  specified with respect to any requested Eurodollar Revolving Borrowing, then
the  Borrower shall be deemed to have selected an Interest Period of one month's
duration,  in the case of a Eurodollar Borrowing.  Promptly following receipt of
a  Borrowing  Request  in accordance with this Section, the Administrative Agent
shall  advise  each  Lender  of  the  details  thereof and of the amount of such
Lender's  Loan  to  be  made  as  part  of  the  requested  Borrowing.

          SECTION  2.04.     Letters  of  Credit .  (a) General.  Subject to the
                             -------------------        --------
terms  and conditions set forth herein, the Borrower may request the issuance of
Letters  of  Credit  for its own account, in a form reasonably acceptable to the
Administrative  Agent  and  the  Issuing Bank, at any time and from time to time
during the period from and including the Effective Date to but excluding the day
that  is  six days before the last day of the Availability Period.  In the event
of  any inconsistency between the terms and conditions of this Agreement and the
terms  and  conditions  of  any  form  of  letter of credit application or other
agreement  submitted  by  the Borrower to, or entered into by the Borrower with,
the  Issuing  Bank relating to any Letter of Credit, the terms and conditions of
this  Agreement  shall  control.

     (b)     Notice  of  Issuance,  Amendment,  Renewal,  Extension;  Certain
             ----------------------------------------------------------------
Conditions.  To  request  the  issuance of a Letter of Credit (or the amendment,
----------
renewal  or  extension  of  an outstanding Letter of Credit), the Borrower shall
hand  deliver  or  telecopy  (or  transmit  by  electronic  communication,  if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank  and  the Administrative Agent (reasonably in advance of the requested date
of  issuance,  amendment,  renewal or extension) a written notice requesting the
issuance  of  a  Letter  of  Credit,  or  identifying the Letter of Credit to be
amended,  renewed  or  extended, and specifying the date of issuance, amendment,
renewal  or  extension  (which  shall be a Business Day), the date on which such
Letter  of  Credit  is  to expire (which shall comply with paragraph (c) of this
Section),  the  amount  of  such  Letter  of Credit, the name and address of the
beneficiary  thereof,  the  Type  of  the  Letter  of  Credit,  and  such  other
information as shall be necessary to prepare, amend, renew or extend such Letter
of  Credit.  If  requested by the Issuing Bank, the Borrower also shall submit a
letter  of  credit application on the Issuing Bank's standard form in connection
with  any  request  for a Letter of Credit.  A Letter of Credit shall be issued,
amended,  renewed  or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant  that),  after  giving  effect  to  such issuance, amendment, renewal or
extension  (i)  the LC Exposure shall not exceed $20,000,000 and (ii) the sum of
the  total  Revolving Credit Exposures plus Outside LC Exposure shall not exceed
the  lesser  of  (A)  the  total  Commitments  and  (B)  the  Borrowing  Base.

     (c)     Expiration Date.  Each Letter of Credit shall expire at or prior to
             ----------------
the  close of business on the earlier of (i) the date one year after the date of
the  issuance  of  such  Letter  of  Credit  (or,  in the case of any renewal or
extension  thereof,  one year after such renewal or extension) and (ii) the date
that  is  five  Business  Days  prior  to  the  Maturity  Date.

     (d)     Participations.  By  the  issuance  of  a  Letter  of Credit (or an
             ---------------
amendment,  renewal  or extension of a Letter of Credit) and without any further
action  on  the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
grants  to each Lender, and each Lender hereby acquires from the Issuing Bank, a
participation  in  such  Letter  of  Credit  equal  to  such Lender's Applicable
Percentage  of  the  aggregate amount available to be drawn under such Letter of
Credit.  In  consideration  and  in  furtherance  of  the foregoing, each Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, such Lender's Applicable Percentage of each
LC  Disbursement  made by the Issuing Bank and not reimbursed by the Borrower on
the  date  due  as  provided  in  paragraph  (e)  of  this  Section,  or  of any
reimbursement  payment  required  to be refunded to the Borrower for any reason.
Each  Lender  acknowledges  and  agrees  that  its  obligation  to  acquire
participations  pursuant  to  this  paragraph in respect of Letters of Credit is
absolute  and  unconditional  and  shall  not  be  affected  by any circumstance
whatsoever,  including  any  amendment,  renewal  or  extension of any Letter of
Credit  or  the  occurrence  and  continuance  of  a  Default  or  reduction  or
termination of the Commitments, and that each such payment shall be made without
any  offset,  abatement,  withholding  or  reduction  whatsoever.

     (e)     Reimbursement.  If  the Issuing Bank shall make any LC Disbursement
             --------------
in  respect  of  a  Letter  of  Credit,  the  Borrower  shall  reimburse such LC
Disbursement  by  paying  to the Administrative Agent an amount equal to such LC
Disbursement  which, unless (i) otherwise reimbursed by the Borrower by no later
than  12:00  noon, New York City Time or (ii) there is an Event of Default under
Section  7.01(i)  or  7.01(h), shall be made by an ABR Revolving Borrowing in an
equivalent  amount, the Borrowing Request for which shall be deemed to have been
delivered  to  the  Administrative  Agent  on  the  day of such LC Disbursement.
Promptly  following  notice  from  the  Administrate  Agent,  the Borrower shall
execute  and  deliver  a  Borrowing  Request  confirming  such  deemed delivery.
Promptly  following  such  LC Disbursement the Administrative Agent shall notify
each  Lender  of  such  Lender's  Applicable  Percentage  of  such ABR Revolving
Borrowing.  Promptly  following receipt of such notice, each Lender shall pay to
the  Administrative  Agent  its  Applicable  Percentage  of  such  ABR Revolving
Borrowing  in  the same manner as provided in Section 2.05 with respect to Loans
made  by  such  Lender  (and  Section 2.05 shall apply, mutatis mutandis, to the
                                                        ------- --------
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay  to  the  Issuing  Bank  the  amounts  so  received  by it from the Lenders.
Promptly  following  receipt by the Administrative Agent of any payment from the
Borrower  pursuant  to this paragraph, the Administrative Agent shall distribute
such  payment  to  the  Issuing  Bank  or,  to the extent that Lenders have made
payments  pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders  and  the  Issuing  Bank  as  their  interests  may  appear.

     (f)     Obligations  Absolute.  The  Borrower's  obligation to reimburse LC
             ---------------------
Disbursements  as  provided  in paragraph (e) of this Section shall be absolute,
unconditional  and  irrevocable,  and  shall be performed strictly in accordance
with  the terms of this Agreement under any and all circumstances whatsoever and
irrespective  of  (i)  any  lack  of validity or enforceability of any Letter of
Credit  or  this  Agreement, or any term or provision therein, (ii) any draft or
other  document  presented  under  a  Letter  of  Credit  proving  to be forged,
fraudulent  or  invalid  in any respect or any statement therein being untrue or
inaccurate  in  any respect, (iii) payment by the Issuing Bank under a Letter of
Credit  against  presentation  of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever,  whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide  a  right  of  setoff  against,  the  Borrower's  obligations hereunder.
Neither  the  Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their  Related  Parties, shall have any liability or responsibility by reason of
or  in  connection  with the issuance or transfer of any Letter of Credit or any
payment  or  failure  to make any payment thereunder (irrespective of any of the
circumstances  referred  to  in the preceding sentence), or any error, omission,
interruption,  loss or delay in transmission or delivery of any draft, notice or
other  communication  under  or  relating to any Letter of Credit (including any
document  required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing  Bank;  provided that the foregoing shall not be construed to excuse the
                --------
Issuing  Bank from liability to the Borrower to the extent of any direct damages
(as  opposed  to  consequential  damages,  claims in respect of which are hereby
waived  by  the  Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining  whether  drafts  and  other  documents  presented under a Letter of
Credit  comply with the terms thereof.  The parties hereto expressly agree that,
in  the  absence  of  gross  negligence  or wilful misconduct on the part of the
Issuing  Bank  (as finally determined by a court of competent jurisdiction), the
Issuing  Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties  agree  that,  with respect to documents presented which appear on their
face  to  be in substantial compliance with the terms of a Letter of Credit, the
Issuing  Bank  may,  in its sole discretion, either accept and make payment upon
such  documents  without responsibility for further investigation, regardless of
any  notice or information to the contrary, or refuse to accept and make payment
upon  such  documents  if  such  documents are not in strict compliance with the
terms  of  such  Letter  of  Credit.

     (g)     Disbursement  Procedures.  The  Issuing  Bank  shall,  promptly
             -------------------------
following  its  receipt thereof, examine all documents purporting to represent a
demand  for  payment  under a Letter of Credit.  The Issuing Bank shall promptly
notify  the  Administrative  Agent  and  the Borrower by telephone (confirmed by
telecopy)  of  such  demand for payment and whether the Issuing Bank has made or
will  make  an  LC Disbursement thereunder; provided that any failure to give or
                                            --------
delay  in giving such notice shall not relieve the Borrower of its obligation to
reimburse  the  Issuing  Bank  and  the  Lenders  with  respect  to  any such LC
Disbursement.

     (h)     Interim  Interest.  If  the  Issuing  Bank  shall  make  any  LC
             ------------------
Disbursement,  then, unless the Borrower shall reimburse such LC Disbursement in
full  on  the date such LC Disbursement is made, the unpaid amount thereof shall
bear  interest, for each day from and including the date such LC Disbursement is
made  to  but  excluding  the  date  that  the  Borrower  reimburses  such  LC
Disbursement,  at  the  rate  per  annum then applicable to ABR Revolving Loans;
provided  that, if the Borrower fails to reimburse such LC Disbursement when due
--------
pursuant  to  paragraph  (e)  of this Section, then Section 2.11(c) shall apply.
Interest  accrued  pursuant  to  this  paragraph shall be for the account of the
Issuing  Bank,  except that interest accrued on and after the date of payment by
any  Lender  pursuant  to paragraph (e) of this Section to reimburse the Issuing
Bank  shall  be  for  the  account of such Lender to the extent of such payment.

     (i)     Cash Collateralization.  If any Event of Default shall occur and be
             -----------------------
continuing,  on  the  Business  Day  that  the Borrower receives notice from the
Administrative  Agent  or the Required Lenders (or, if the maturity of the Loans
has  been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph,  the  Borrower  shall  deposit  in an account with the Administrative
Agent,  in  the  name  of  the  Administrative  Agent and for the benefit of the
Lenders,  an  amount  in  cash equal to the LC Exposure as of such date plus any
accrued  and  unpaid  interest  thereon; provided that the obligation to deposit
                                         --------
such  cash collateral shall become effective immediately, and such deposit shall
become  immediately due and payable, without demand or other notice of any kind,
upon  the  occurrence  of  any  Event  of  Default  with respect to the Borrower
described  in  clause (h) or (i) of Section 7.01.  Such deposit shall be held by
the  Administrative  Agent  as collateral for the payment and performance of the
obligations  of  the  Borrower  under  this Agreement.  The Administrative Agent
shall  have  exclusive  dominion  and  control, including the exclusive right of
withdrawal, over such account.  Other than any interest earned on the investment
of  such  deposits,  which  investments  shall  be  made  at the option and sole
discretion  of  the Administrative Agent and at the Borrower's risk and expense,
such  deposits  shall  not  bear interest.  Interest or profits, if any, on such
investments  shall  accumulate in such account.  Moneys in such account shall be
applied  by  the  Administrative  Agent  to  reimburse  the  Issuing Bank for LC
Disbursements  for  which  it  has not been reimbursed and, to the extent not so
applied,  shall be held for the satisfaction of the reimbursement obligations of
the  Borrower  for the LC Exposure at such time or, if the maturity of the Loans
has  been  accelerated  (but  subject to the consent of Lenders with LC Exposure
representing  greater  than 50% of the total LC Exposure), be applied to satisfy
other  obligations  of  the  Borrower  under this Agreement.  If the Borrower is
required  to  provide  an amount of cash collateral hereunder as a result of the
occurrence  of  an  Event  of Default, such amount (to the extent not applied as
aforesaid)  shall  be  returned to the Borrower within three Business Days after
all  Events  of  Default  have  been  cured  or  waived.

          SECTION 2.05.     Funding of Borrowings.   (a)  Each Lender shall make
                            ----------------------
each  Loan  to  be  made  by  it  hereunder on the proposed date thereof by wire
transfer of immediately available funds by 1:00 p.m., New York City time, to the
account  of  the  Administrative  Agent  most recently designated by it for such
purpose by notice to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New  York  City  and  designated  by  the  Borrower  in the applicable Borrowing
Request;  provided that ABR Revolving Loans made to finance the reimbursement of
an  LC  Disbursement  as  provided  in  Section 2.04(e) shall be remitted by the
Administrative  Agent  to  the  Issuing  Bank  .

     (b)     Unless  the  Administrative Agent shall have received notice from a
Lender  prior  to  the  proposed date of any Borrowing that such Lender will not
make  available  to  the  Administrative  Agent  such  Lender's  share  of  such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
share  available  on  such date in accordance with paragraph (a) of this Section
and  may,  in  reliance  upon  such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its share
of  the  applicable  Borrowing  available  to the Administrative Agent, then the
applicable  Lender and the Borrower severally agree to pay to the Administrative
Agent  forthwith  on demand such corresponding amount with interest thereon, for
each  day  from  and  including  the  date  such amount is made available to the
Borrower  to  but  excluding the date of payment to the Administrative Agent, at
(i)  in the case of such Lender, the greater of the Federal Funds Effective Rate
and  a  rate  determined  by the Administrative Agent in accordance with banking
industry  rules  on  interbank compensation or (ii) in the case of the Borrower,
the  interest  rate applicable to ABR Loans.  If such Lender pays such amount to
the  Administrative  Agent, then such amount shall constitute such Lender's Loan
included  in  such  Borrowing.

          SECTION  2.06.     Interest Elections.   (a)  Each Revolving Borrowing
                             -------------------
initially  shall  be  of  the Type specified in the applicable Borrowing Request
and,  in  the  case  of  a Eurodollar Revolving Borrowing, shall have an initial
Interest  Period  as  specified  in  such  Borrowing  Request.  Thereafter,  the
Borrower  may elect to convert such Borrowing to a different Type or to continue
such  Borrowing  and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest  Periods  therefor,  all as provided in this Section.  The Borrower may
elect  different  options  with  respect  to  different portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders  holding  the  Loans comprising such Borrowing, and the Loans comprising
each  such  portion  shall  be  considered  a  separate  Borrowing.

     (b)     To  make an election ("Interest Election Request") pursuant to this
Section,  the Borrower shall notify the Administrative Agent of such election by
telephone  by  the time that a Borrowing Request would be required under Section
2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly  by  hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request substantially in the form of Exhibit D attached hereto
and  signed  by  the  Borrower.

     (c)     Each telephonic and written Interest Election Request shall specify
the  following  information  in  compliance  with  Section  2.02:

               (i)     the  Borrowing  to  which  such Interest Election Request
applies  and,  if  different options are being elected with respect to different
portions  thereof,  the  portions  thereof  to  be  allocated  to each resulting
Borrowing  (in  which  case  the information to be specified pursuant to clauses
(iii)  and  (iv)  below  shall  be  specified  for  each  resulting  Borrowing);

               (ii)    the effective date of the election made pursuant to such
Interest  Election  Request,  which  shall  be  a  Business  Day;

               (iii)   whether  the  resulting  Borrowing  is  to  be  an  ABR
Borrowing  or  a  Eurodollar  Borrowing;

               (iv)    if  the  resulting  Borrowing is a Eurodollar Borrowing,
the  Interest  Period  to  be  applicable  thereto  after  giving effect to such
election,  which  shall  be  a period contemplated by the definition of the term
"Interest  Period";  and

               (v)     the  Borrowing  Base  Utilization on the effective date
of the election  (after  giving  effect  to  any  new  Borrowings  on  such
date).

If  any  such Interest Election Request requests a Eurodollar Borrowing but does
not  specify  an  Interest  Period,  then  the  Borrower shall be deemed to have
selected  an  Interest  Period  of  one  month's  duration.

     (d)     Promptly  following  receipt  of  an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's  portion  of  each  resulting  Borrowing.

     (e)     If the Borrower fails to deliver a timely Interest Election Request
with  respect  to  a  Eurodollar  Revolving  Borrowing  prior  to the end of the
Interest  Period  applicable  thereto,  then, unless such Borrowing is repaid as
provided  herein,  at  the  end  of such Interest Period such Borrowing shall be
converted  to  an ABR Borrowing.  Notwithstanding any contrary provision hereof,
if  an  Event  of  Default has occurred and is continuing and the Administrative
Agent,  at  the request of the Required Lenders, so notifies the Borrower, then,
so  long  as  an  Event  of  Default  is continuing (i) no outstanding Revolving
Borrowing  may  be  converted to or continued as a Eurodollar Borrowing and (ii)
unless  repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
Borrowing  at  the  end  of  the  Interest  Period  applicable  thereto.

          SECTION  2.07.     Termination  and  Reduction  of  Commitments.   (a)
                             ---------------------------------------------
Unless  previously  terminated,  the Commitments shall terminate on the Maturity
Date.

     (b)     The  Borrower  may  at  any  time  terminate,  or from time to time
reduce,  the  Commitments;  provided  that (i) each reduction of the Commitments
                            --------
shall  be  in  an amount that is an integral multiple of $5,000,000 and not less
than  $10,000,000  and  (ii)  the  Borrower  shall  not  terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance  with  Section  2.09, the sum of the Revolving Credit Exposures would
exceed  the  total  Commitments.

     (c)     The  Borrower shall notify the Administrative Agent of any election
to  terminate  or  reduce the Commitments under paragraph (b) of this Section at
least  three  Business  Days  prior to the effective date of such termination or
reduction,  specifying  such  election and the effective date thereof.  Promptly
following  receipt  of  any  notice,  the  Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant
to  this  Section shall be irrevocable; provided that a notice of termination of
                                        --------
the  Commitments  delivered  by  the  Borrower  may  state  that  such notice is
conditioned  upon  the  effectiveness  of other credit facilities, in which case
such notice may be revoked, or the effective date postponed, by the Borrower (by
notice  to the Administrative Agent on or prior to the specified effective date)
if  such  condition  remains  unsatisfied.  Any  termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments shall be made
ratably  among  the  Lenders  in  accordance  with their respective Commitments.

          SECTION  2.08.     Repayment  of  Loans;  Evidence  of Debt.   (a) The
                             -----------------------------------------
Borrower  hereby unconditionally promises to pay to the Administrative Agent for
the  account  of  each Lender the then unpaid principal amount of each Revolving
Loan  on  the  Maturity  Date.

     (b)     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  interest  payable  and  paid  to  such  Lender from time to time hereunder.

     (c)     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
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)     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)     Any  Lender  may  request  that  Loans made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute and deliver
to  such  Lender  a  promissory note payable to the order of such Lender (or, if
requested  by  such  Lender, to such Lender and its registered assigns) and in a
form  approved  by the Administrative Agent.  Thereafter, the Loans evidenced by
such  promissory  note  and interest thereon shall at all times (including after
assignment  pursuant  to  Section 9.04) be represented by one or more promissory
notes  in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION  2.09.     Prepayment of Loans.   (a)  The Borrower shall have
                             --------------------
the  right at any time and from time to time to prepay any Borrowing in whole or
in  part,  subject  to  prior  notice  in  accordance with paragraph (b) of this
Section.

     (b)     The  Borrower  shall  notify  the Administrative Agent by telephone
(confirmed  by  telecopy)  of  any  prepayment  hereunder  (i)  in  the  case of
prepayment  of  a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New
York  City  time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
York  City  time,  one  Business  Day  before the date of prepayment.  Each such
notice  shall  be  irrevocable  and  shall  specify  the prepayment date and the
principal  amount  of  each Borrowing or portion thereof to be prepaid; provided
                                                                        --------
that, if a notice of prepayment is given in connection with a conditional notice
of  termination  of  the  Commitments as contemplated by Section 2.07, then such
notice  of  prepayment  may be revoked, or the effective date postponed, if such
notice of termination is revoked, or the effective date postponed, in accordance
with  Section 2.07.  Promptly following receipt of any such notice relating to a
Revolving  Borrowing,  the  Administrative Agent shall advise the Lenders of the
contents  thereof.   Each partial prepayment of any Revolving Borrowing shall be
in  an  amount  that would be permitted in the case of an advance of a Revolving
Borrowing  of  the  same Type as provided in Section 2.02.  Each prepayment of a
Revolving  Borrowing  shall  be  applied  ratably  to  the Loans included in the
prepaid  Borrowing.  Prepayments shall be accompanied by accrued interest to the
extent  required  by  Section  2.11.

     (c)     Upon  any  redetermination  of  the amount of the Borrowing Base in
accordance  with  Section  2.18, if the redetermined Borrowing Base is less than
the aggregate Revolving Credit Exposure plus Outside LC Exposure (the "Borrowing
                                                                       ---------
Base  Deficiency"),  then  (i)  the  Borrower  shall, within ninety (90) days of
----------------
receipt  of  written  notice  of  such  redetermination,  prepay the Loans in an
aggregate  principal  amount  equal to or greater than 50% of the Borrowing Base
Deficiency  together  with  interest on the principal amount paid accrued to the
date  of such prepayment and (ii) the Borrower shall, within 180 days of receipt
of  written  notice  of  such  redetermination, prepay the Loans in an aggregate
principal  amount  necessary to eliminate the Borrowing Base Deficiency together
with  interest  on  the  principal  amount  paid  accrued  to  the  date of such
prepayment.

     (d)     Upon  any ABR Revolving Borrowing made pursuant to Section 2.04(e),
if  the Borrowing Base is less than the aggregate Revolving Credit Exposure plus
Outside  LC  Exposure  after  giving  effect to such ABR Revolving Borrowing, an
amount  sufficient  to  reduce  the aggregate Revolving Credit Exposure plus the
Outside  LC  Exposure  to  be  equal to or less than the Borrowing Base shall be
immediately  due  and  payable.

          SECTION  2.10.     Fees.   (a)  The  Borrower  agrees  to  pay  to the
                             -----
Administrative  Agent  for  the  account  of each Lender a commitment fee, which
shall  accrue  at the Applicable Rate on the daily amount by which such Lender's
Applicable  Percentage  of the lesser of the Borrowing Base or the Commitment of
such  Lender  exceeds  the  Revolving  Credit Exposure of such Lender during the
period  from  and including February 29, 2000 to but excluding the date on which
such Commitment terminates.  Accrued commitment fees shall be payable in arrears
on  the  last day of March, June, September and December of each year and on the
date  on  which  the Commitments terminate, commencing on the first such date to
occur after the date hereof.  All commitment fees shall be computed on the basis
of a year of 365 days and shall be payable for the actual number of days elapsed
(including  the  first  day  but  excluding  the  last  day).

     (b)     The  Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters  of  Credit,  which  shall accrue at the Applicable Rate for the Type of
such  Letter  of Credit on the average daily amount of such Lender's LC Exposure
for such Type of Letter of Credit (excluding any portion thereof attributable to
unreimbursed  LC  Disbursements)  during  the  period  from  and  including  the
Effective  Date  to  but  excluding the later of the date on which such Lender's
Commitment  terminates  and  the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate  of  0.125%  per  annum  on  the  average  daily  amount of the LC Exposure
(excluding  any  portion  thereof attributable to unreimbursed LC Disbursements)
during  the  period  from  and including the Effective Date to but excluding the
later  of the date of termination of the Commitments and the date on which there
ceases  to  be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or  processing  of  drawings  thereunder.  Participation  fees and fronting fees
accrued  through  and  including  the  last  day  of  March, June, September and
December  of each year shall be payable on the third Business Day following such
last  day,  commencing on the first such date to occur after the Effective Date;
provided  that  all  such  fees  shall  be  payable  on  the  date  on which the
--------
Commitments  terminate  and  any  such fees accruing after the date on which the
Commitments terminate shall be payable on demand.  Any other fees payable to the
Issuing  Bank  pursuant  to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting 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)     All  fees  payable  hereunder  shall  be  paid on the dates due, in
immediately  available  funds,  to  the  Administrative Agent (or to the Issuing
Bank,  in  the  case  of  fees  payable  to it) for distribution, in the case of
facility  fees  and  participation fees, to the Lenders.  Fees paid shall not be
refundable  under  any  circumstances.

          SECTION  2.11.     Interest.   (a)  The  Loans  comprising  each  ABR
                             ---------
Borrowing  shall  bear  interest  at the Alternate Base Rate plus the Applicable
Rate.

     (b)     The  Loans comprising each Eurodollar Borrowing shall bear interest
at  the  Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus  the  Applicable  Rate.

     (c)     Notwithstanding  the  foregoing, if any principal of or interest on
any  Loan  or  any  fee or other amount payable by the Borrower hereunder is not
paid  when due, whether at stated maturity, upon acceleration or otherwise, such
overdue  amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate  otherwise  applicable to such Loan as provided in the preceding paragraphs
of  this  Section  or  (ii)  in  the  case of any other amount, 2% plus the rate
applicable  to  ABR  Loans  as  provided  in  paragraph  (a)  of  this  Section.

     (d)     Accrued  interest  on each Loan shall be payable in arrears on each
Interest  Payment  Date  for such Loan and, in the case of Revolving Loans, upon
termination  of  the Commitments; provided that (i) interest accrued pursuant to
                                  --------
paragraph  (c)  of this Section shall be payable on demand, (ii) in the event of
any  repayment  or  prepayment  of  any  Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the  principal  amount  repaid  or  prepaid shall be payable on the date of such
repayment  or  prepayment  and  (iii)  in  the  event  of  any conversion of any
Eurodollar  Revolving  Loan  prior  to  the  end  of the current Interest Period
therefor,  accrued  interest on such Loan shall be payable on the effective date
of  such  conversion.

     (e)     All  interest hereunder shall be computed on the basis of a year of
360  days, except that interest computed by reference to the Alternate Base Rate
at  times  when  the  Alternate  Base  Rate  is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each  case shall be payable for the actual number of days elapsed (including the
first  day  but  excluding  the  last day).  The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and  such  determination  shall  be  conclusive  absent  manifest  error.

          SECTION  2.12.     Alternate  Rate  of  Interest.   If  prior  to  the
                             ------------------------------
commencement  of  any  Interest  Period  for  a  Eurodollar  Borrowing:

     (a)     the  Administrative  Agent determines (which determination shall be
conclusive  absent  manifest  error)  that  adequate and reasonable means do not
exist  for  ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for  such  Interest  Period;  or

     (b)     the  Administrative  Agent  is advised by the Required Lenders that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will  not  adequately and fairly reflect the cost to such Lenders (or Lender) of
making  or  maintaining their Loans (or its Loan) included in such Borrowing for
such  Interest  Period;

then  the Administrative Agent shall give notice thereof to the Borrower and the
Lenders  by  telephone  or  telecopy  as promptly as practicable thereafter and,
until  the  Administrative  Agent notifies the Borrower and the Lenders that the
circumstances  giving  rise  to  such  notice  no longer exist, (i) any Interest
Election  Request that requests the conversion of any Revolving Borrowing to, or
continuation  of  any  Revolving  Borrowing  as, a Eurodollar Borrowing shall be
ineffective  and  (ii)  if any Borrowing Request requests a Eurodollar Revolving
Borrowing,  such  Borrowing  shall  be  made  as  an  ABR  Borrowing.

          SECTION  2.13.     Increased Costs.   (a)  If any Change in Law shall:
                             ----------------

     (i)     impose,  modify  or deem applicable any reserve, special deposit or
similar  requirement  against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the  Adjusted  LIBO  Rate),  or  the  Issuing  Bank;  or

               (ii)     impose  on  any Lender or the Issuing Bank or the London
interbank  market  any  other  condition  affecting this Agreement or Eurodollar
Loans  or  Fixed  Rate  Loans  made  by  such  Lender or any Letter of Credit or
participation  therein;

and  the  result  of  any of the foregoing shall be to increase the cost to such
Lender  of  making  or  maintaining  any  Eurodollar Loan (or of maintaining its
obligation  to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to  reduce  the  amount  of any sum received or receivable by such Lender or the
Issuing  Bank  hereunder (whether of principal, interest or otherwise), then the
Borrower  will  pay to such Lender or the Issuing Bank such additional amount or
amounts  as will compensate such Lender or the Issuing Bank, as the case may be,
for  such  additional  costs  incurred  or  reduction  suffered.

     (b)     If any Lender or the Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of  return  on  such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's  holding  company  could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of  such  Lender's or the Issuing Bank's holding company with respect to capital
adequacy),  then  from  time to time the Borrower will pay to such Lender or the
Issuing  Bank,  as  the  case  may be, such additional amount or amounts as will
compensate  such  Lender  or  the  Issuing  Bank or such Lender's or the Issuing
Bank's  holding  company  for  any  such  reduction  suffered.

     (c)     A  certificate  of  a  Lender  setting  forth the amount or amounts
necessary  to compensate such Lender or its holding company, as the case may be,
as  specified  in paragraph (a) or (b) of this Section shall be delivered to the
Borrower  and shall be conclusive absent manifest error.  The Borrower shall pay
such  Lender or the Issuing Bank, as the case may be, the amount shown as due on
any  such  certificate  within  10  days  after  receipt  thereof.

     (d)     Failure  or  delay on the part of any Lender or the Issuing Bank to
demand  compensation  pursuant  to this Section shall not constitute a waiver of
such  Lender's or the Issuing Bank's right to demand such compensation; provided
                                                                        --------
that  the  Borrower  shall not be required to compensate a Lender or the Issuing
Bank  pursuant  to  this  Section for any increased costs or reductions incurred
more  than  180  days prior to the date that such Lender or the Issuing Bank, as
the  case may be, notifies the Borrower of the Change in Law giving rise to such
increased  costs  or  reductions  and  of  such  Lender's  or the Issuing Bank's
intention  to  claim compensation therefor; provided further that, if the Change
                                            -------- -------
in  Law  giving  rise to such increased costs or reductions is retroactive, then
the  180-day period referred to above shall be extended to include the period of
retroactive  effect  thereof.

          SECTION  2.14.     Break  Funding  Payments.   In the event of (a) the
                             -------------------------
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest  Period  applicable  thereto  (including  as  a  result  of an Event of
Default),  (b)  the conversion of any Eurodollar Loan other than on the last day
of  the  Interest Period applicable thereto, (c) the failure to borrow, convert,
continue  or  prepay  any  Revolving  Loan  on  the date specified in any notice
delivered  pursuant  hereto (regardless of whether such notice may be revoked or
the  effective date postponed under Section 2.07(c) and is revoked in accordance
therewith),  or (d) the assignment of any Eurodollar Loan other than on the last
day  of  the  Interest Period applicable thereto as a result of a request by the
Borrower  pursuant  to Section 2.17, then, in any such event, the Borrower shall
compensate  each  Lender  for  the  loss,  cost and expense attributable to such
event.  In  the  case  of  a  Eurodollar Loan, such loss, cost or expense to any
Lender  shall be deemed to include an amount determined by such Lender to be the
excess,  if  any,  of (i) the amount of interest which would have accrued on the
principal  amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate  that would have been applicable to such Loan, for the period from the date
of  such event to the last day of the then current Interest Period therefor (or,
in  the  case  of  a failure to borrow, convert or continue, for the period that
would  have  been  the  Interest  Period for such Loan), over (ii) the amount of
interest  which  would  accrue  on  such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such  period,  for  dollar deposits of a comparable amount and period from other
banks  in  the eurodollar market.  A certificate of any Lender setting forth any
amount  or  amounts  that  such  Lender  is entitled to receive pursuant to this
Section  shall  be  delivered  to  the  Borrower  and shall be conclusive absent
manifest  error.  The  Borrower shall pay such Lender the amount shown as due on
any  such  certificate  within  10  days  after  receipt  thereof.

          SECTION  2.15.     Taxes.   (a)  Any and all payments by or on account
                             ------
of  any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
                                                            --------
Borrower  shall  be required to deduct any Indemnified Taxes or Other Taxes from
such  payments, then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this Section) the Administrative Agent, Lender or
Issuing  Bank  (as the case may be) receives an amount equal to the sum it would
have  received  had  no  such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant  Governmental  Authority  in  accordance  with  applicable  law.

     (b)     In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental  Authority  in  accordance  with  applicable  law.

     (c)     The  Borrower  shall  indemnify  the  Administrative Agent and each
Lender  and  the Issuing Bank, within 10 days after written demand therefor, for
the  full  amount  of  any  Indemnified  Taxes  or  Other  Taxes  paid  by  the
Administrative  Agent or such Lender or the Issuing Bank, as the case may be, on
or  with  respect  to  any  payment  by  or  on account of any obligation of the
Borrower  hereunder  (including  Indemnified  Taxes  or  Other  Taxes imposed or
asserted  on  or  attributable  to  amounts  payable under this Section) and any
penalties,  interest  and  reasonable expenses arising therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental  Authority.  A
certificate  as  to  the  amount  of  such payment or liability delivered to the
Borrower  by a Lender or the Issuing Bank, or by the Administrative Agent on its
own  behalf  or  on  behalf of a Lender or the Issuing Bank, shall be conclusive
absent  manifest  error.

     (d)     As  soon  as  practicable after any payment of Indemnified Taxes or
Other  Taxes  by  the  Borrower  to a Governmental Authority, the Borrower shall
deliver  to  the  Administrative  Agent  the  original  or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the  return  reporting such payment or other evidence of such payment reasonably
satisfactory  to  the  Administrative  Agent.

     (e)     Any  Foreign  Lender  that  is  entitled  to  an  exemption from or
reduction  of  withholding  tax  under  the law of the jurisdiction in which the
Borrower  is  located, or any treaty to which such jurisdiction is a party, with
respect  to  payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law  or  reasonably requested by the Borrower as will permit such payments to be
made  without  withholding  or  at  a  reduced  rate.

          SECTION  2.16.     Payments  Generally; Pro Rata Treatment; Sharing of
                             ---------------------------------------------------
Set-offs.   (a)  The  Borrower shall make each payment required to be made by it
--------
hereunder  (whether  of  principal,  interest,  fees  or  reimbursement  of  LC
Disbursements,  or  of  amounts  payable  under  Section  2.13, 2.14 or 2.15, or
otherwise)  prior  to  12:00  noon, New York City time, on the date when due, in
immediately  available  funds,  without  set-off  or  counterclaim.  Any amounts
received  after  such  time  on  any  date  may,  in  the  discretion  of  the
Administrative  Agent,  be  deemed  to have been received on the next succeeding
Business  Day  for  purposes of calculating interest thereon.  All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York,  New  York,  except  payments  to  be made directly to the Issuing Bank as
expressly  provided  herein  and except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto.  The
Administrative  Agent  shall distribute any such payments received by it for the
account  of  any  other  Person  to the appropriate recipient promptly following
receipt  thereof.  If  any payment hereunder shall be due on a day that is not a
Business  Day,  the  date  for  payment shall be extended to the next succeeding
Business  Day,  and,  in  the  case  of  any payment accruing interest, interest
thereon  shall  be  payable  for  the  period  of  such extension.  All payments
hereunder  shall  be  made  in  dollars.

     (b)     If  at any time insufficient funds are received by and available to
the  Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i)  first,  towards  payment  of  interest and fees then due hereunder, ratably
among  the  parties  entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and  unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements  then  due  to  such  parties.

     (c)     If  any  Lender  shall,  by  exercising  any  right  of  set-off or
counterclaim  or  otherwise,  obtain  payment  in respect of any principal of or
interest  on  any  of  its Revolving Loans or participations in LC Disbursements
resulting  in  such  Lender  receiving  payment  of  a greater proportion of the
aggregate  amount  of its Revolving Loans and participations in LC Disbursements
and  accrued  interest thereon than the proportion received by any other Lender,
then  the  Lender  receiving such greater proportion shall purchase (for cash at
face  value)  participations  in  the  Revolving  Loans and participations in LC
Disbursements  of  other  Lenders to the extent necessary so that the benefit of
all  such payments shall be shared by the Lenders ratably in accordance with the
aggregate  amount  of  principal  of  and  accrued  interest on their respective
Revolving Loans and participations in LC Disbursements; provided that (i) if any
                                                        --------
such  participations  are purchased and all or any portion of the payment giving
rise  thereto  is  recovered,  such  participations  shall  be rescinded and the
purchase  price  restored  to the extent of such recovery, without interest, and
(ii)  the  provisions  of  this paragraph shall not be construed to apply to any
payment  made  by  the  Borrower  pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the  assignment  of  or  sale  of  a  participation  in  any  of  its  Loans  or
participations in LC Disbursements to any assignee or participant, other than to
the  Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of  this  paragraph  shall  apply).  The  Borrower consents to the foregoing and
agrees,  to  the  extent it may effectively do so under applicable law, that any
Lender  acquiring  a  participation  pursuant  to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such  participation  as  fully  as  if such Lender were a direct creditor of the
Borrower  in  the  amount  of  such  participation.

     (d)     Unless the Administrative Agent shall have received notice from the
Borrower  prior  to  the  date on which any payment is due to the Administrative
Agent  for  the  account  of  the Lenders or the Issuing Bank hereunder that the
Borrower  will  not  make such payment, the Administrative Agent may assume that
the  Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as  the  case may be, the amount due.  In such event, if the Borrower has not in
fact  made  such  payment,  then each of the Lenders or the Issuing Bank, as the
case  may be, severally agrees to repay to the Administrative Agent forthwith on
demand  the  amount  so distributed to such Lender or Issuing Bank with interest
thereon,  for each day from and including the date such amount is distributed to
it  to  but  excluding  the  date of payment to the Administrative Agent, at the
greater  of  the  Federal  Funds  Effective  Rate  and  a rate determined by the
Administrative  Agent  in  accordance  with  banking industry rules on interbank
compensation.

     (e)     If any Lender shall fail to make any payment required to be made by
it  pursuant  to  2.05(b)  or 2.16(d), then the Administrative Agent may, in its
discretion  (notwithstanding  any  contrary provision hereof), apply any amounts
thereafter  received  by the Administrative Agent for the account of such Lender
to  satisfy  such  Lender's  obligations  under  such  Sections  until  all such
unsatisfied  obligations  are  fully  paid.

          SECTION  2.17.     Mitigation  Obligations;  Replacement  of  Lenders.
                             ---------------------------------------------------
(a)  If  any Lender requests compensation under Section 2.13, or if the Borrower
is  required  to  pay  any  additional  amount to any Lender or any Governmental
Authority  for  the  account  of  any Lender pursuant to Section 2.15, then such
Lender  shall use reasonable efforts to designate a different lending office for
funding  or  booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of  such  Lender,  such  designation or assignment (i) would eliminate or reduce
amounts  payable  pursuant  to  Section 2.13 or 2.15, as the case may be, in the
future  and  (ii)  would  not  subject  such  Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender.  The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection  with  any  such  designation  or  assignment.

     (b)     If  any  Lender requests compensation under Section 2.13, or if the
Borrower  is  required  to  pay  any  additional  amount  to  any  Lender or any
Governmental  Authority  for the account of any Lender pursuant to Section 2.15,
or  if  any  Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative  Agent,  require  such  Lender  to  assign  and delegate, without
recourse  (in  accordance  with  and  subject  to  the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an  assignee  that  shall assume such obligations (which assignee may be another
Lender,  if  a  Lender  accepts such assignment); provided that (i) the Borrower
                                                  --------
shall  have received the prior written consent of the Administrative Agent (and,
if  a  Commitment  is being assigned, the Issuing Bank), which consent shall not
unreasonably  be  withheld,  (ii)  such Lender shall have received payment of an
amount  equal to the outstanding principal of its Loans and participations in LC
Disbursements,  accrued  interest  thereon,  accrued  fees and all other amounts
payable  to  it  hereunder, from the assignee (to the extent of such outstanding
principal  and  accrued  interest  and fees) or the Borrower (in the case of all
other  amounts)  and  (iii)  in the case of any such assignment resulting from a
claim  for  compensation  under  Section  2.13  or  payments required to be made
pursuant  to  Section  2.15,  such assignment will result in a reduction in such
compensation  or  payments.  A  Lender  shall  not  be required to make any such
assignment  and  delegation  if,  prior thereto, as a result of a waiver by such
Lender  or  otherwise,  the circumstances entitling the Borrower to require such
assignment  and  delegation  cease  to  apply.

          SECTION  2.18.          Borrowing  Base  .
                                  ---------------

     (a)     The  borrowing  base  ("Borrowing  Base")  shall  be  determined in
accordance with Section 2.18(b) by the Administrative Agent with the concurrence
of  the  Required  Lenders  and is subject to redetermination in accordance with
Section  2.18(d).  Upon  any  redetermination  of  the  Borrowing  Base,  such
redetermination shall remain in effect until the next successive Redetermination
Date.  "Redetermination  Date"  means  the  date that the redetermined Borrowing
        ---------------------
Base  becomes  effective  in  accordance with Section 2.18(e) both for Scheduled
Redeterminations  and  unscheduled  redeterminations.  So  long  as  any  of the
Commitments  are  in effect and until all of the Loans outstanding hereunder are
paid  in  full,  this facility shall be governed by the then effective Borrowing
Base.  During  the  period  from  and  after  the Effective Date until the first
Redetermination  Date,  the  amount of the Borrowing Base shall be $150,000,000.

     (b)     Upon  receipt  of  the Reports in accordance with Section 5.09, the
Administrative  Agent  will propose a new Borrowing Base.  Such proposal will be
in  accordance  with  the Administrative Agent's normal and customary procedures
for  evaluating  international  or  domestic,  as  the  case may be, oil and gas
reserves and other related assets as such exist at that particular time with any
changes  to such procedures as the Administrative Agent, in its sole discretion,
deems  reasonably  appropriate  to  reflect  changed circumstances or conditions
generally  in  the  domestic  or  international  oil and gas industry including,
without  limitation,  adjustments  to  the  rates,  volumes,  prices  and  other
assumptions set forth therein from time to time.  The Administrative Agent shall
propose  to the Lenders a new Borrowing Base within 30 days following receipt by
the  Administrative Agent of the Reports in a timely and complete manner.  After
having  received  notice  of  such  proposal  by  the  Administrative Agent, the
Required  Lenders  shall  have  14 days to agree or disagree with such proposal.
If,  at  the  end  of  14 days, the Required Lenders have not communicated their
approval  or disapproval, such silence shall be deemed to be an approval and the
Administrative  Agent's  proposal  shall be the new Borrowing Base.  If however,
the  Required  Lenders notify the Agent within 14 days of their disapproval, the
Required  Lenders  shall,  within  a  reasonable  period of time, agree on a new
Borrowing  Base.

     (c)     The  Administrative  Agent  may exclude any Oil and Gas Property or
portion  of  production therefrom or any income from any other Property from the
Borrowing  Base,  at  any  time,  if  any Hydrocarbon Interests are forfeited or
suspended  pursuant  to  the  terms  of  the  instrument  granting  the  same.

     (d)     So  long  as  any  of the Commitments are in effect or there is any
Revolving  Credit  Exposure,  effective  as  of  the  day  notice is given under
Section  2.18(e)  (each  being  a  "Scheduled  Redetermination  Date"),  the
                                    --------------------------------
Administrative  Agent  and  Required Lenders shall redetermine the amount of the
Borrowing  Base  in  accordance  with  Section  2.18(b) (each being a "Scheduled
                                                                       ---------
Redetermination").  In  addition,  Borrower  may  request  an  unscheduled
---------------
redetermination  of  the Borrowing Base at any other time but no more often than
once  between  Scheduled  Redetermination  Dates by specifying in writing to the
Administrative  Agent  the  date  on  which such redetermination is to occur and
providing  a  Reserve  Report  in  accordance  with Section 5.09(b) prior to the
requested  redetermination date and providing any Additional Reports.  Also, the
Required  Lenders  may  request  an unscheduled redetermination of the Borrowing
Base  at  any  other  time  but  no  more  often  than  once  between  Scheduled
Redetermination Dates by specifying in writing to the Borrower the date on which
the  Borrower  is  to  furnish  a  Reserve  Report (and the "as of" date of such
Reserve  Report)  and  Additional  Reports,  if  any, in accordance with Section
5.09(b)  and  the  date  on  which  such  redetermination  is  to  occur.

     (e)     The  Administrative  Agent  shall  promptly  notify  in writing the
Borrower  and the Lenders of the new Borrowing Base.  Any redetermination of the
Borrowing  Base  shall  not  be  in  effect  until  written  notice  is given in
accordance  with  Section  9.01.

                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

          The  Borrower  represents  and  warrants  to  the  Lenders  that:

          SECTION 3.01.     Organization; Powers.   Each of the Borrower and its
                            ---------------------
Material  Subsidiaries  is duly organized, validly existing and in good standing
under  the  laws  of  the  jurisdiction  of  its organization, has all requisite
corporate  power  and  authority  to carry on its business as now conducted and,
except  where  the failure to do so, individually or in the aggregate, could not
reasonably  be  expected to result in a Material Adverse Effect, is qualified to
do  business  in,  and  is  in  good  standing in, every jurisdiction where such
qualification  is  required.

          SECTION  3.02.     Authorization;  Enforceability.   The  Transactions
                             -------------------------------
are  within the Borrower's corporate powers and have been duly authorized by all
necessary  corporate  and,  if required, stockholder action.  This Agreement has
been  duly executed and delivered by the Borrower and constitutes a legal, valid
and  binding  obligation  of  the  Borrower,  enforceable in accordance with its
terms,  subject to applicable bankruptcy, insolvency, reorganization, moratorium
or  other  laws  affecting  creditors'  rights  generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or  at  law.

          SECTION  3.03.     Governmental  Approvals;  No  Conflicts.   The
                             ----------------------------------------
Transactions  (a)  do  not  require  any consent or approval of, registration or
filing  with, or any other action by, any Governmental Authority, except such as
have  been  obtained  or  made  and  are  in full force and effect, (b) will not
violate  any  applicable  law  or  regulation  or  the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
its  Subsidiaries  or  its assets, or give rise to a right thereunder to require
any  payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not  result  in  the  creation  or  imposition  of  any Lien on any asset of the
Borrower  or  any  of  its  Subsidiaries.

          SECTION  3.04.     Financial  Condition;  No  Material Adverse Change.
                             ---------------------------------------------------
(a)  The  Borrower  has  heretofore  furnished  to  the Lenders its consolidated
balance  sheet  and statements of operations, shareholders equity and cash flows
(i)  as  of  and  for  the  fiscal  year ended December 31, 1998, reported on by
independent,  United  States-based  public  accountants  of  recognized national
standing,  and  (ii)  as  of  and  for the fiscal quarter and the portion of the
fiscal  year  ended  September  30,  1999, certified by a Financial Officer (the
statements  in (i) and (ii) are referred to as the "Delivered Statements").  The
Delivered  Statements  present  fairly,  in all material respects, the financial
position  and  results  of  operations  and  cash  flows of the Borrower and its
consolidated  Subsidiaries  as  of such dates and for such periods in accordance
with  GAAP, subject to the adjustments described in Schedule 3.04 and subject to
year-end  audit  adjustments  and  the  absence  of footnotes in the case of the
statements  referred  to  in  clause  (ii) above.  Before the day of the initial
Loans,  the Borrower will have furnished to the Lenders its consolidated balance
sheet and statements of operations, shareholders equity and cash flows as of and
for  the fiscal year ended December 31, 1999, reported on by independent, United
States-based  public  accountants  of  recognized  national  standing  ("1999
Statements").  The  1999  Statements   present fairly, in all material respects,
the  financial position and results of operations and cash flows of the Borrower
and  its  consolidated  Subsidiaries  as  of  such dates and for such periods in
accordance  with  GAAP

     (b)      Since September 30, 1999, there have been no events or occurrences
that,  in  the  aggregate,  have  had  a  Material  Adverse  Effect.

          SECTION  3.05.     Properties.   (a)  Each  of  the  Borrower  and its
                             -----------
Subsidiaries  has  good  title to, or valid leasehold interests in, all its real
and  personal  property  material  to  its business, except for minor defects in
title  that  do  not  interfere  with  its  ability  to  conduct its business as
currently  conducted  or to utilize such properties for their intended purposes.

     (b)     Each  of  the Borrower and its Subsidiaries owns, or is licensed to
use,  all  trademarks,  tradenames,  copyrights,  patents and other intellectual
property  material  to its business, and the use thereof by the Borrower and its
Subsidiaries  does  not infringe upon the rights of any other Person, except for
any  such  infringements  that,  individually  or  in  the  aggregate, could not
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.

          SECTION  3.06.     Litigation  and  Environmental Matters.   (a) There
                             ---------------------------------------
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority  pending  against  or,  to  the  knowledge of the Borrower, threatened
against  or  affecting  the  Borrower or any of its Subsidiaries (i) as to which
there  is  a  reasonable  possibility  of  an adverse determination and that, if
adversely  determined,  could  reasonably  be  expected,  individually or in the
aggregate,  to  result  in  a  Material Adverse Effect (other than the Disclosed
Matters)  or  (ii)  that  involve  this  Agreement  or  the  Transactions.

     (b)     Except  for  the  Disclosed  Matters and except with respect to any
other  matters  that,  individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
its  Subsidiaries  (i)  has  failed  to  comply with any Environmental Law or to
obtain,  maintain  or comply with any permit, license or other approval required
under  any  Environmental  Law,  (ii)  has  become  subject to any Environmental
Liability,  (iii)  has  received  notice  of  any  claim  with  respect  to  any
Environmental  Liability  or  (iv)  knows  of  any  basis  for any Environmental
Liability.

     (c)     Since  the  date of this Agreement, there has been no change in the
status  of  the  Disclosed  Matters  that, individually or in the aggregate, has
resulted  in,  or  materially  increased  the  likelihood of, a Material Adverse
Effect.

          SECTION  3.07.     Compliance  with Laws and Agreements.   Each of the
                             -------------------------------------
Borrower  and  its  Subsidiaries is in compliance with all laws, regulations and
orders  of  any  Governmental Authority applicable to it or its property and all
indentures,  agreements  and  other instruments binding upon it or its property,
except  where  the failure to do so, individually or in the aggregate, could not
reasonably  be  expected to result in a Material Adverse Effect.  No Default has
occurred  and  is  continuing.

          SECTION 3.08.     Investment and Holding Company Status.   Neither the
                            --------------------------------------
Borrower  nor  any of its Subsidiaries is (a) an "investment company" as defined
in,  or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding  company"  as  defined  in,  or subject to regulation under, the Public
Utility  Holding  Company  Act  of  1935.

          SECTION  3.09.     Taxes.   Each  of the Borrower and its Subsidiaries
                             ------
has  timely  filed or caused to be filed all Tax returns and reports required to
have  been  filed  and  has paid or caused to be paid all Taxes required to have
been  paid  by  it,  except  (a) Taxes that are being contested in good faith by
appropriate  proceedings  and  for  which  the  Borrower  or such Subsidiary, as
applicable,  has  set  aside on its books adequate reserves or (b) to the extent
that  the  failure  to  do  so  could  not reasonably be expected to result in a
Material  Adverse  Effect.

          SECTION  3.10.     ERISA.   No  ERISA  Event  has  occurred  or  is
                             ------
reasonably expected to occur that, when taken together with all other such ERISA
Events  for which liability is reasonably expected to occur, could reasonably be
expected  to  result  in  a  Material  Adverse Effect.  The present value of all
accumulated  benefit  obligations under each Plan (based on the assumptions used
for  purposes of Statement of Financial Accounting Standards No. 87) did not, as
of  the  date  of  the most recent financial statements reflecting such amounts,
exceed  by  more  than  $10,000,000  the fair market value of the assets of such
Plan,  and  the  present  value  of  all  accumulated benefit obligations of all
underfunded  Plans  (based  on the assumptions used for purposes of Statement of
Financial  Accounting  Standards  No.  87)  did  not, as of the date of the most
recent  financial  statements  reflecting  such  amounts,  exceed  by  more than
$10,000,000  the  fair market value of the assets of all such underfunded Plans.

          SECTION  3.11.     Disclosure.   The  Borrower  has  disclosed  to the
                             -----------
Lenders all agreements, instruments and corporate or other restrictions to which
it  or  any  of  its Subsidiaries is subject, and all other matters known to it,
that,  individually  or in the aggregate, could reasonably be expected to result
in  a Material Adverse Effect.  None of the other reports, financial statements,
certificates  or  other information furnished by or on behalf of the Borrower to
the  Administrative  Agent  or  any Lender in connection with the negotiation of
this  Agreement  or  delivered  hereunder  (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state  any  material fact necessary to make the statements therein, in the light
of  the circumstances under which they were made, not misleading; provided that,
                                                                  --------
with  respect  to  projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to  be  reasonable  at  the  time.

          SECTION  3.12.     Year  2000.    The  Year  2000  date change has not
                             -----------
resulted  in  a  material  disruption  of  the  Borrower's and its Subsidiaries'
computer  hardware,  software, databases, systems and other equipment containing
embedded  microchips (including systems and equipment supplied by others or with
which  the  Borrower's  or  its  Subsidiaries'  systems  interface),  or  to the
Borrower's  or  its Subsidiaries' operations or business systems, or to the best
of the Borrower's and its Subsidiaries' knowledge, to the operations or business
systems  of  the  Borrower's  major  vendors,  customers,  suppliers  and
counterparties.  Borrower  has  no  reason  to  believe  that  liabilities  and
expenditures  related  to  the  Year  2000  date-change  (including,  without
limitation, costs caused by reprogramming errors, the failure of others' systems
or  equipment,  and  the  potential  liability,  if  any, of the Borrower or its
Subsidiaries  for  Year 2000 related costs incurred or disruption experienced by
others)  will  result  in  a  Default  or  a  Material  Adverse  Effect.

          SECTION  3.13.     Regulation  U  .  Following  application  of  the
                             -------------
proceeds of each Loan, not more than 25 percent of the value of the assets which
are  subject  to  any  arrangement  with  the Administrative Agent or any Lender
(herein or otherwise) whereby the Borrower's right or ability to sell, pledge or
otherwise  dispose  of assets is in any way restricted (or pursuant to which the
exercise  of  any such right is or may be cause for accelerating the maturity of
all  or  any portion of the Loans or any other amount payable hereunder or under
any  such  other  arrangement),  will  be  margin  stock  (within the meaning of
Regulation U issued by the Federal Reserve Board).  No proceeds of any Loan have
been  used  in  violation  of  Section  5.08.

          SECTION  3.14.     Subsidiaries  .  Each Subsidiary of the Borrower as
                             ------------
of  February  29, 2000  is listed on Schedule 3.14.  Each Material Subsidiary as
of  the  date  of the most recently delivered certificate of a Financial Officer
described  in  Section  5.01(c)  is  listed  on Schedule 3.14 as revised by such
certificate  in  accordance  with  Section  5.01(c).

          SECTION  3.15.     Outside Letters of Credit .  Each Outside Letter of
                             -------------------------
Credit  is  listed  on  Schedule 3.15, with its expiration date, name of issuer,
beneficiary  and  face  amount except that, if the face amount is different from
the  amount  stated on Schedule 3.15, it is no greater than the amount stated on
Schedule  3.15.  Schedule  3.15  may  be  updated  by  written  notice  to  the
Administrative  Agent  and the Lenders delivered in accordance with Section 9.01
and  5.01(h).


                                   ARTICLE IV

                                   Conditions
                                   ----------

          SECTION  4.01.     Effective Date.   The obligations of the Lenders to
                             ---------------
make  Loans  and of the Issuing Bank to issue, extend or renew Letters of Credit
hereunder  shall  not  become  effective  until  the  date  on which each of the
following  conditions  is satisfied (or waived in accordance with Section 9.02):

     (a)     The  Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such  party  or  (ii)  written evidence satisfactory to the Administrative Agent
(which  may  include  telecopy  transmission  of a signed signature page of this
Agreement)  that  such  party  has  signed  a  counterpart  of  this  Agreement.

     (b)     The  Administrative  Agent  shall  have received  favorable written
opinions  (addressed  to  the Administrative Agent and the Lenders and dated the
Effective  Date)  of  Jackson  Walker  L.L.P., special counsel for the Borrower,
substantially  in  the  form  of  Exhibit  B-1,  and covering such other matters
relating  to  the  Borrower,  or  this  Agreement  as  the  Required Lenders may
reasonably  request  and  Walkers,  Cayman  Islands  counsel  for  the Borrower,
substantially  in  the  form  of  Exhibit  B-2,  and covering such other matters
relating  to  the  Borrower,  or  this  Agreement,  as  the Required Lenders may
reasonably  request.  The  Borrower hereby requests such counsel to deliver such
opinions.

     (c)     The  Administrative  Agent  shall  have received such documents and
certificates  as  the Administrative Agent or its counsel may reasonably request
relating  to  the organization, existence and good standing of the Borrower, the
authorization  of  the  Transactions and any other legal matters relating to the
Borrower,  this  Agreement  or  the  Transactions,  all  in  form  and substance
satisfactory  to  the  Administrative  Agent  and  its  counsel.

     (d)     The  Administrative  Agent shall have received a certificate, dated
the  Effective Date and signed by the President, a Vice President or a Financial
Officer  of the Borrower, confirming compliance with the conditions set forth in
paragraphs  (a)  and  (b)  of  Section  4.02  and confirming the Moody's and S&P
ratings  of  the  Index  Debt.

     (e)     The  Administrative  Agent  shall  have received all fees and other
amounts  due  and  payable  on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to  be  reimbursed  or  paid  by  the  Borrower  hereunder.

     (f)     The  Administrative  Agent  shall have received the Initial Reserve
Report.

          SECTION  4.02.     Each  Credit Event.   The obligation of each Lender
                             -------------------
to  make  a  Loan  on  the occasion of any Borrowing, and of the Issuing Bank to
issue,  amend,  renew  or  extend  any  Letter  of  Credit,  is  subject  to the
satisfaction  of  the  following  conditions:

     (a)     The  representations  and  warranties  of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such Borrowing
or  the  date  of  issuance,  amendment,  renewal or extension of such Letter of
Credit,  as  applicable.

     (b)     At  the  time  of  and  immediately  after  giving  effect  to such
Borrowing  or  the  issuance,  amendment, renewal or extension of such Letter of
Credit,  as  applicable,  no  Default  shall  have  occurred  and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit  shall  be  deemed  to  constitute  a  representation and warranty by the
Borrower  on  the date thereof as to the matters specified in paragraphs (a) and
(b)  of  this  Section.

                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

          Until  the  Commitments  have  expired  or  been  terminated  and  the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all  LC  Disbursements  shall  have  been reimbursed, the Borrower covenants and
agrees  with  the  Lenders  that:

          SECTION  5.01.     Financial  Statements;  Ratings  Change  and  Other
                             ---------------------------------------------------
Information.   The  Borrower  will  furnish to the Administrative Agent and each
-----------
Lender:

     (a)     within  90  days after the end of each fiscal year of the Borrower,
its  audited  consolidated  balance  sheet and related statements of operations,
shareholders'  equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all  reported  independent, United States-based public accountants of recognized
national  standing (without a "going concern" or like qualification or exception
and without any qualification or exception as to the scope of such audit) to the
effect  that  such  consolidated  financial  statements  present  fairly  in all
material  respects  the  financial  condition  and  results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with  GAAP  consistently  applied;

     (b)     within  45  days  after  the  end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet and
related  statements of operations, shareholders' equity and cash flows as of the
end  of  and  for such fiscal quarter and the then elapsed portion of the fiscal
year,  setting  forth  in  each  case  in  comparative  form the figures for the
corresponding  period or periods of (or, in the case of the balance sheet, as of
the  end  of)  the  previous  fiscal year, all certified by one of its Financial
Officers  as  presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated  basis  in  accordance  with  GAAP consistently applied, subject to
normal  year-end  audit  adjustments  and  the  absence  of  footnotes;

     (c)     concurrently with any delivery of financial statements under clause
(a)  or  (b)  above,  a  certificate  of a Financial Officer of the Borrower (i)
certifying  as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect  thereto,  (ii)  setting  forth  reasonably  detailed  calculations
demonstrating compliance with Sections 6.06, 6.09, 6.10 and 6.11,  (iii) stating
whether  any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any
such  change has occurred, specifying the effect of such change on the financial
statements  accompanying  such  certificate  and  (iv)  stating any revisions to
Schedule  3.14  necessary  so  such  Schedule includes each Material Subsidiary;

     (d)     concurrently with any delivery of financial statements under clause
(a)  above, a certificate of the accounting firm that reported on such financial
statements  stating  whether  they obtained knowledge during the course of their
examination  of  such financial statements of any Default (which certificate may
be  limited  to  the  extent  required  by  accounting  rules  or  guidelines);

     (e)     promptly  after  the  same become publicly available, copies of all
periodic  and  other  reports, proxy statements and other materials filed by the
Borrower  or  any  Subsidiary  with  the  SEC,  or  with any national securities
exchange,  as  the  case  may  be;

     (f)     promptly  after Moody's or S&P shall have announced a change in the
rating  established  or  deemed  to  have  been  established for the Index Debt,
written  notice  of  such  rating  change;  and

     (g)     promptly  following  any  request  therefor, such other information
regarding  the  operations,  business  affairs  and  financial  condition of the
Borrower  or  any Subsidiary, or compliance with the terms of this Agreement, as
the  Administrative  Agent  or  any  Lender  may  reasonably  request.

     (h)     promptly  after any change in the information set forth in Schedule
3.15  or  Schedule  3.16, the Borrower shall update such schedules in accordance
with Section 3.15 or Section 3.16, respectively except that, with respect to the
face amount of Outside Letters of Credit listed on Schedule 3.15, a reduction in
the  face  amount  below  the  amount  stated  in  such  Schedule (as updated in
accordance with this Agreement) need not be updated until the next delivery of a
certificate  of  a  Financial  Officer  under  Section  5.01(c).

     (i)     promptly  after execution therof, the Borrower shall deliver a copy
of  all  documents evidencing the FPSO Obligation, as amended from time to time.

          SECTION  5.02.     Notices  of  Material  Events.   The  Borrower will
                             ------------------------------
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

     (a)     the  occurrence  of  any  Default;

     (b)     the  filing or commencement of any action, suit or proceeding by or
before  any  arbitrator  or  Governmental  Authority  against  or  affecting the
Borrower  or  any  Affiliate  thereof  that,  if  adversely  determined,  could
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect;

     (c)     the  occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability  of the Borrower and its Subsidiaries in an aggregate amount exceeding
$10,000,000;  and

     (d)     any  other  development  that  results  in,  or could reasonably be
expected  to  result  in,  a  Material  Adverse  Effect.

Each  notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details  of  the event or development requiring such notice and any action taken
or  proposed  to  be  taken  with  respect  thereto.

          SECTION 5.03.     Existence; Conduct of Business.   The Borrower will,
                            -------------------------------
and  will  cause  each of its Subsidiaries to, do or cause to be done all things
necessary  to  preserve,  renew  and  keep  in  full  force and effect its legal
existence  and the rights, licenses, permits, privileges and franchises material
to  the  conduct of the business of the Borrower and its Subsidiaries taken as a
whole; provided that the foregoing shall not prohibit any merger, consolidation,
       --------
liquidation  or  dissolution  permitted  under  Section  6.03.

          SECTION  5.04.     Payment  of  Obligations.   The  Borrower will, and
                             -------------------------
will  cause  each  of  its  Subsidiaries  to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount  thereof is being contested in good faith by appropriate proceedings, (b)
the  Borrower  or  such  Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending  such  contest  could not reasonably be expected to result in a Material
Adverse  Effect.

          SECTION 5.05.     Maintenance of Properties; Insurance.   The Borrower
                            -------------------------------------
will,  and  will  cause  each  of its Subsidiaries to, (a) keep and maintain all
property  material  to  the  conduct  of  the  business  of the Borrower and its
Subsidiaries taken as a whole in good working order and condition, ordinary wear
and  tear  excepted,  and  (b)  maintain,  with  financially sound and reputable
insurance  companies,  insurance  in  such amounts and against such risks as are
customarily  maintained  by  companies engaged in the same or similar businesses
operating  in  the  same  or  similar  locations.

          SECTION 5.06.     Books and Records; Inspection Rights.   The Borrower
                            -------------------------------------
will,  and  will  cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities.  The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the  Administrative  Agent or any Lender, upon reasonable prior notice, to visit
and  inspect  its  properties,  to  examine and make extracts from its books and
records,  and  to  discuss its affairs, finances and condition with its officers
and  independent  accountants,  all  at  such  reasonable  times and as often as
reasonably  requested.

          SECTION  5.07.     Compliance with Laws.   The Borrower will, and will
                             ---------------------
cause  each of its Subsidiaries to, comply with all laws, rules, regulations and
orders  of  any  Governmental Authority applicable to it or its property, except
where  the  failure  to  do  so,  individually  or  in  the aggregate, could not
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.

          SECTION  5.08.     Use  of  Proceeds  and  Letters  of  Credit.   The
                             --------------------------------------------
proceeds  of  the  Loans  will  be  used  only  for  general corporate purposes,
including  but  not limited to capital expenditures.  No part of the proceeds of
any  Loan  will  be  used,  whether directly or indirectly, to purchase or carry
"margin  stock"  (as  defined by Regulation U) or for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X.

          SECTION  5.09.          Engineering  Reports  .
                                  --------------------

     (a)     On  or  prior  to each March 1 (or such other date specified in the
event  of  an unscheduled redetermination under Section 2.18(d)) commencing with
the Scheduled Redetermination Date to occur on March 1, 2000, the Borrower shall
furnish  to  the Lenders a Reserve Report prepared and certified by (i) DeGolyer
and MacNaughton, with respect to the proved reserves in the Cusiana and Cupiagua
fields  in the Republic of Colombia (ii), Netherland Sewell and Associates, with
respect  to  the  proved  reserves  in the Ceiba Field in Equatorial Guinea, and
(iii) the petroleum engineers of the Borrower or Carigali-Triton Carigali-Triton
Operating  Company  Sdn.  Bhd.  with  respect  to  the  proved  reserves  in
Malaysia-Thailand  on Block A-18 in the Gulf of Thailand or, in the case of (i),
(ii)  or (iii) above, such other certified independent engineers satisfactory to
the  Administrative  Agent.  The Borrower will also provide the Lenders with any
supplemental  information or updates to the information in the Reserve Report as
may  be  reasonably  requested  by  any Lender  through the Administrative Agent
("Additional  Reports").

     (b)     For each unscheduled redetermination, the Borrower shall furnish to
the  Lenders  a Reserve Report prepared by or under the supervision of the chief
engineer  of  the  Borrower who shall certify such Reserve Report to be true and
accurate and to have been prepared in accordance with the procedures used in the
immediately  preceding  Reserve  Report  and  shall  furnish  to the Lenders any
Additional  Reports  as  may  be  reasonably  requested.  For  any  unscheduled
redetermination  requested  by the Required Lenders pursuant to Section 2.18(d),
the  Borrower  shall  provide such Reserve Report as soon as practicable, but in
any  event  no  later  than  30 days following the receipt of the request by the
Required  Lenders.

     (c)     Concurrently with the delivery of each Reserve Report, the Borrower
shall  provide  the  Lenders  production  reports covering in the aggregate, the
Borrower's net production of oil and gas, which reports shall include quantities
or  volumes  of  production, realized product prices, operating expenses, taxes,
capital  expenditures and such other information as the Administrative Agent may
reasonably  request  and  having the same "as of" date and period as the Reserve
Report  being  delivered  with  such  production  report.

     (d)     With  the  delivery  of  each  Reserve  Report,  the Borrower shall
provide to the Lenders, a certificate from a Responsible Officer of the Borrower
that,  to the best of his or her knowledge and in all material respects, (a) the
information  contained  in  the  Reserve  Report  is  true  and correct, (b) the
Borrower  has  the contractual right to receive the proceeds from the production
from  the  Oil  and  Gas  Properties  evaluated  in such Reserve Report, in such
amounts  and for such durations consistent with the projected proceeds from such
production, and  free of all Liens except for Permitted Encumbrances, (c) except
as  set  forth on an exhibit to the certificate, on a net basis there are no gas
imbalances,  take  or  pay  or other prepayments with respect to the Oil and Gas
Properties  evaluated in such Reserve Report which would require the Borrower to
deliver  Hydrocarbons  produced  from such Oil and Gas Properties at some future
time  without then or thereafter receiving full payment therefor, (d) no Oil and
Gas  Properties  have  been  sold  since  the  date  of  the last Borrowing Base
determination  except  as  consented to in writing by the Required Lenders or as
permitted  by  the terms of this Agreement, (e) attached to the certificate is a
list  of  the  Oil  and Gas Properties added to and deleted from the immediately
prior  Reserve Report, and (f) attached to the certificate are statements of the
Borrower's  outstanding  Hedging  Agreements, which statements shall include for
each  such  Hedging Agreement (A) the termination date, (B) the notional amounts
or volumes and the periods covered by such volumes; and (C) the price to be paid
or  the basis for calculating the price to be paid by the Borrower and the other
Person  under  each  Hedging Agreement for each of the future periods covered by
each  Hedging  Agreement.

                                   ARTICLE VI

                               Negative Covenants
                               ------------------

          Until  the Commitments have expired or terminated and the principal of
and  interest on each Loan and all fees payable hereunder have been paid in full
and  all  Letters  of Credit have expired or terminated and all LC Disbursements
shall  have  been reimbursed, the Borrower covenants and agrees with the Lenders
that:

          SECTION  6.01.     Indebtedness.   The Borrower will not, and will not
                             -------------
permit  any  Subsidiary  to,  create,  incur,  assume  or  permit  to  exist any
Indebtedness,  except:

     (a)     Indebtedness  of  the  Consolidated  Group  created hereunder;

     (b)     Indebtedness  of the Consolidated Group existing on the date hereof
and  set  forth  in  Schedule 6.01 (which schedule may exclude Indebtedness of a
member  of  the Consolidated Group (other than the Borrower) to any other member
of  the Consolidated Group) and  Indebtedness incurred by the Consolidated Group
after the date of this Agreement the proceeds of which are applied substantially
simultaneously  with  the  receipt  thereof  to  the  repayment,  retirement,
redemption,  prepayment  or  defeasance  of  existing  Indebtedness  of  the
Consolidated  Group  (the  "Refinanced  Indebtedness");  provided, that (i) such
Indebtedness incurred shall be subordinate and junior to the Indebtedness of the
Consolidated  Group  to  the  same  (or  greater)  extent  that  the  Refinanced
Indebtedness  was subordinate and junior to the Indebtedness of the Consolidated
Group,  (ii)  such Indebtedness incurred shall not have a maturity date prior to
March 31, 2005 or require the amortization of principal (whether pursuant to any
mandatory payment, prepayment, repurchase or other obligation) prior to or in an
amount  greater than the amortization required under the terms of the Refinanced
Indebtedness  and  (iii)  such  Indebtedness  incurred  shall  have  terms  not
materially  more  burdensome to the Borrower than  such Refinanced Indebtedness,
as  determined  by  the  Administrative  Agent  in  its  sole  discretion;

     (c)     Indebtedness  of  a  member  of the Consolidated Group to any other
member  of  the  Consolidated  Group;

     (d)     Guarantees  by  the  Borrower  of Indebtedness of any member of the
Consolidated  Group;

     (e)     Indebtedness  of  any  member of the Consolidated Group incurred to
finance  the  acquisition,  construction  or improvement of any fixed or capital
assets  of  any  member  of  the  Consolidated  Group,  including  Capital Lease
Obligations  (other  than the FPSO Obligation, to the extent the FPSO Obligation
is  deemed  to  be  a  Capital  Lease) and any Indebtedness (other than the FPSO
Obligation,  to  the extent the FPSO Obligation is deemed to be a Capital Lease)
assumed  in  connection  with the acquisition of any such assets or secured by a
Lien  on  any  such  assets  prior  to  the acquisition thereof, and extensions,
renewals  and  replacements  of  any  such Indebtedness that do not increase the
outstanding  principal  amount  thereof;  provided that (i) such Indebtedness is
                                          --------
incurred  prior to or within 90 days after such acquisition or the completion of
such  construction  or  improvement  and  (ii) the aggregate principal amount of
Indebtedness  permitted  by Section 6.01(e) and (f) shall not exceed $20,000,000
at  any  time  outstanding;

     (f)     other  unsecured  Indebtedness  of the Consolidated Group; provided
                                                                        --------
that  the  aggregate  principal amount of Indebtedness of the Consolidated Group
permitted  by  Section  6.01(e) and (f) shall not exceed $20,000,000 at any time
outstanding;

     (g)     Outside  Letters of Credit if the aggregate Outside LC Exposure for
such  Outside  Letters  of  Credit  is  less  than  $25,000,000;

     (h)     Project  Financings  and liabilities under Completion Guaranties if
the  aggregate  amount  of  such  Project  Financings plus the aggregate maximum
liabilities  under  such  Completion  Guaranties  is  less than $25,000,000; and

     (i)     The FPSO Obligation, to the extent the FPSO Obligation is deemed to
be  a  Capital  Lease.

          SECTION  6.02.     Liens.   The Borrower will not, and will not permit
                             ------
any  Subsidiary  to,  create,  incur,  assume or permit to exist any Lien on any
property  or  asset now owned or hereafter acquired by it, or assign or sell any
income  or  revenues (including accounts receivable) or rights in respect of any
thereof,  except:

     (a)     Permitted  Encumbrances;

     (b)     any Lien on any property or asset of the Borrower or any Subsidiary
existing  on  the  date hereof and set forth in Schedule 6.02; provided that (i)
                                                               --------
such  Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary  and  (ii)  such  Lien  shall  secure only those obligations which it
secures  on  the  date  hereof;

     (c)     any Lien existing on any property or asset prior to the acquisition
thereof  by  the Borrower or any Subsidiary or existing on any property or asset
of  any Person that becomes a Subsidiary after the date hereof prior to the time
such  Person becomes a Subsidiary; provided that (i) such Lien is not created in
                                   --------
contemplation  of or in connection with such acquisition or such Person becoming
a  Subsidiary  , as the case may be, (ii) such Lien shall not apply to any other
property  or  assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure  only  those obligations which it secures on the date of such acquisition
or  the  date  such  Person  becomes  a  Subsidiary,  as  the  case  may  be;

     (d)     Liens  on fixed or capital assets acquired, constructed or improved
by  the  Borrower  or  any Subsidiary; provided that (i) such security interests
                                       --------
secure  only  Indebtedness  permitted  by  clause (e) of Section 6.01, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to or
within  90 days after such acquisition or the completion of such construction or
improvement,  (iii) the Indebtedness secured thereby does not exceed the cost of
acquiring,  constructing or improving such fixed or capital assets and (iv) such
security  interests  shall  not  apply  to  any  other property or assets of the
Borrower  or  any  Subsidiary;  and

     (e)     Liens securing any Project Financing, provided that such Lien shall
                                                   --------
secure  only  such  Project Financing and shall extend only to the project being
acquired  or  constructed  with  the  proceeds of such Project Financing and any
capital  stock,  partnership interest or other ownership interest in the Project
Financing  Subsidiary  that  is acquiring or constructing such project or in the
Project  Financing Subsidiary that owns the Project Financing Subsidiary that is
acquiring  or  constructing  such  project.

          SECTION  6.03.     Fundamental  Changes.   (a)  The Borrower will not,
                             ---------------------
and  will not permit any Subsidiary to, merge into or consolidate with any other
Person,  or  permit  any  other  Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of  transactions)  all  or  any  substantial  part  of  its  assets,  or  all or
substantially all of the stock of any of its Subsidiaries (in each case, whether
now  owned  or hereafter acquired), or liquidate or dissolve, except that, if at
the  time  thereof  and immediately after giving effect thereto no Default shall
have  occurred  and be continuing (i) any Subsidiary may merge into the Borrower
in  a  transaction  in which the Borrower is the surviving corporation, (ii) any
Subsidiary may merge into any Subsidiary in a transaction in which the surviving
entity  is  a  Subsidiary,  (iii)  any  Subsidiary  may sell, transfer, lease or
otherwise  dispose  of its assets to the Borrower or to another Subsidiary, (iv)
any  Subsidiary  may  merge with or into another Person in a transaction that is
not  prohibited  by  Section  6.11,  (v) the Borrower may transfer shares of any
Subsidiary  to  any  other  Subsidiary  and (vi) any Subsidiary may liquidate or
dissolve  if  the  Borrower  determines  in  good faith that such liquidation or
dissolution  is  in  the  best  interests  of the Borrower and is not materially
disadvantageous to the Lenders; provided that any such merger involving a Person
                                --------
that is not a wholly owned Subsidiary immediately prior to such merger shall not
be  permitted  unless  also  permitted  by  Section  6.04.

     (b)     The  Borrower will not, and will not permit any of its Subsidiaries
to,  engage  to any material extent in any business other than businesses of the
type  conducted by the Borrower and its Subsidiaries on the date of execution of
this  Agreement  and  businesses  reasonably  related  thereto.

          SECTION  6.04.     Investments,  Loans,  Advances,  Guarantees  and
                             ------------------------------------------------
Acquisitions.   The  Borrower  will  not,  and  will  not  permit  any  of  its
-----------
Subsidiaries  to,  purchase,  hold  or acquire (including pursuant to any merger
with any Person that was not a wholly owned Subsidiary prior to such merger) any
capital  stock,  evidences  of  indebtedness  or other securities (including any
option,  warrant  or  other  right  to acquire any of the foregoing) of, make or
permit  to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase  or  otherwise acquire (in one transaction or a series of transactions)
any  assets  of  any  other  Person  constituting  a  business  unit,  except:

     (a)     Permitted  Investments;

     (b)     investments  by  the  Borrower  in  the  capital  stock  of  its
Subsidiaries;

     (c)     loans  or  advances  among  the  Consolidated  Group;

     (d)     Guarantees constituting Indebtedness permitted by Section 6.01;

     (e)     investments  in  Project  Financing  Subsidiaries, if the aggregate
such  investments  are  less  than  $10,000,000;

     (f)     acquisition  of  all of the ownership interest of  Triton  Pipeline
Colombia, Inc. or of any other  Person substantially all of whose assets consist
of  an interest in OCENSA for $100,000,000 or less before June 30, 2000, and new
investments  in OCENSA (after the acquisition of such ownership interests) in an
aggregate  amount  not  to  exceed  $10,000,000 from the date of this Agreement;

     (g)     new  investments  in Triton International Oil Corporation (a Cayman
Islands  company)  and  its  Subsidiaries  and  in Carigali-Triton Operating Co.
SDN.BHD,  a  Malaysia  corporation,  in  an  aggregate  amount  not  to  exceed
$25,000,000  from  the  date  of  this  Agreement;

     (h)     Acquisition of assets or ownership interests  in Persons and assets
in the same line of business as the Borrower and its Subsidiaries, provided such
Persons  become  Subsidiaries at the time of such acquisition; provided that the
                                                               --------
aggregate  purchase  price  for  such  acquisitions  (including the value of any
assumed  Indebtedness)  shall  not  exceed  $20,000,000  from  the  date of this
Agreement;  and

     (i)     any  other  Investments,  not to exceed $5,000,000 in the aggregate
outstanding  at  any  time.

          SECTION  6.05.     Hedging  Agreements.   The  Consolidated Group will
                             --------------------
not  enter  into  any  Hedging  Agreement, other than Hedging Agreements (i) for
total  aggregate  volumes  of oil or total aggregate volumes of natural gas less
than  70%  of  the  oil  or  natural gas net volumes, respectively, for the next
12-month  period,  as  projected  in the most recently delivered Reserve Report,
(ii)  for  total  aggregate volumes of oil or total aggregate volumes of natural
gas  less  than 60% of the oil or natural gas net volumes, respectively, for the
next 36-month period, as projected in the most recently delivered Reserve Report
and  (iii)  for  total  aggregate  volumes  of oil or total aggregate volumes of
natural  gas  less than 50% of the oil or natural gas net volumes, respectively,
for  the  next  60-month  period,  as  projected  in the most recently delivered
Reserve  Report.

          SECTION  6.06.     Restricted  Payments.   The  Borrower will not, and
                             ---------------------
will  not permit any of its Subsidiaries to, declare or make, or agree to pay or
make,  directly  or  indirectly, any Restricted Payment, except (a) the Borrower
may  declare  and  pay  dividends  and distributions with respect to its capital
stock  payable  solely in additional shares of its common stock and may purchase
shares  of  its  capital stock with consideration consisting solely of shares of
its  common  stock,  (b) Subsidiaries may declare and pay dividends ratably with
respect  to  their  capital stock, (c) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans for
management  or  employees  of the Borrower and its Subsidiaries,  (d) Restricted
Payments  on  Preferred  Stock  issued  by  the Borrower before the date of this
Agreement or additional shares of  Preferred Stock issued as dividends after the
date of this Agreement in accordance with the terms of such Preferred Stock, and
(e)  the  Borrower  may  repurchase  shares of its common stock for an aggregate
consideration  not  exceeding  $100,000  in  any  fiscal  year.

          SECTION  6.07.     Transactions  with  Affiliates.   The Borrower will
                             -------------------------------
not,  and  will  not permit any of its Subsidiaries to, sell, lease or otherwise
transfer  any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of  its  Affiliates, except (a) in the ordinary course of business at prices and
on  terms  and  conditions not less favorable to the Borrower or such Subsidiary
than  could  be  obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and its wholly owned Subsidiaries
not  involving  any  other  Affiliate,  (c)  any Restricted Payment permitted by
Section  6.06,  (d) transactions with Affiliates of any director of the Borrower
in accordance with agreements in effect as of the date of this Agreement and (e)
transactions  that  would be permitted pursuant to Section 6.04(b), (c), (f) and
(g).

          SECTION 6.08.     Restrictive Agreements.   The Borrower will not, and
                            -----------------------
will  not permit any of its Subsidiaries to, directly or indirectly, enter into,
incur  or  permit  to  exist  any agreement or other arrangement that prohibits,
restricts  or  imposes  any condition upon  the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
                                                                   --------
(i)  the foregoing shall not apply to restrictions and conditions imposed by law
or  by  this  Agreement,  (ii) the foregoing shall not apply to restrictions and
conditions  existing  on  the date hereof identified on Schedule 6.08 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the  scope of, any such restriction or condition), (iii) the foregoing shall not
apply  to customary restrictions and conditions contained in agreements relating
to  the  sale  of a Subsidiary pending such sale, provided such restrictions and
conditions  apply  only  to  the  Subsidiary that is to be sold and such sale is
permitted  hereunder,  and  (iv)  the  foregoing  shall  not  apply to a Project
Financing  Subsidiary.

          SECTION  6.09.     Net Debt to EBITDA Ratio .  For each period of four
                             ------------------------
consecutive  fiscal  quarters  of the Borrower, the Borrower will not permit the
ratio  of  (i) Consolidated Net Debt as of the end of such period to (ii) EBITDA
for  such  period  to  be  greater  than  3.75  to  1.0.

          SECTION  6.10.     Ratio of EBITDA to Interest Expense .  The Borrower
                             -----------------------------------
will  not  permit,  for  each  period of four consecutive fiscal quarters of the
Borrower,  the  ratio  of  EBITDA  for  such period to Consolidated Net Interest
Expense  for  such  period  to  be  less  than  the  2.5  to  1.00.

          SECTION 6.11.     Asset Disposition .  The Consolidated Group will not
                            -----------------
sell,  lease,  transfer (including, without limitation, any transfer pursuant to
any  merger)  or  otherwise  dispose of, any property of the Consolidated Group,
except  (i)  sales,  leases,  transfers  and other dispositions of assets in the
ordinary  course  of business and for fair market value, (ii) the sale of assets
among members of the Consolidated Group, (iii) the sale of assets located in the
Republic of Colombia for fair market value if the aggregate fair market value of
all  such assets does not exceed  $10,000,000 in any fiscal year of the Borrower
(iv)  the sale of assets not located in the Republic of Colombia for fair market
value  if  the  aggregate  fair  market value of all such assets does not exceed
$50,000,000  in any fiscal year of the Borrower, (v) any transfer of the capital
stock  among  members  of  the  Consolidated Group if (A) no Default or Event of
Default  exists  at  the time of such transfer or would result therefrom and (B)
after  giving effect to such transfer the Borrower owns, directly or indirectly,
the  same percentage interest in the member of the Consolidated Group  the stock
of  which  is  being transferred as it owned immediately prior to such transfer,
(vi) any merger permitted by Section 6.03, and (vii) the transfer of assets from
a  Project  Financing  Subsidiary.

                                   ARTICLE VII

                                Events of Default

          SECTION  7.01.     Events of Default.   If any of the following events
                             ------------------
("Events  of  Default")  shall  occur:
  -------------------

     (a)     the  Borrower  shall  fail  to pay any principal of any Loan or any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for  prepayment  thereof  or  otherwise;

     (b)     the  Borrower shall fail to pay any interest on any Loan or any fee
or  any  other  amount  (other  than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable,  and  such failure shall continue unremedied for a period of five days;

     (c)     any  representation or warranty made or deemed made by or on behalf
of  the Borrower (including, without limitation, the certificate provided by the
chief  engineer  under  Section  5.09 (b)) or any Subsidiary in or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
or  in  any report, certificate, financial statement or other document furnished
pursuant  to  or  in  connection  with  this  Agreement  or  any  amendment  or
modification  hereof  or waiver hereunder, shall prove to have been incorrect in
any  material  respect  when  made  or  deemed  made;

     (d)     the  Borrower  shall  fail  to  observe  or  perform  any covenant,
condition  or  agreement  contained  in  Section 5.02, 5.03 (with respect to the
Borrower's  existence)  or  5.08  or  in  Article  VI;

     (e)     the  Borrower  shall  fail  to  observe  or  perform  any covenant,
condition  or  agreement contained in this Agreement (other than those specified
in  clause  (a),  (b)  or  (d) of this Article), and such failure shall continue
unremedied  for a period of 15 days after notice thereof from the Administrative
Agent to the Borrower (which notice will be given at the request of any Lender);

     (f)     the  Borrower  or  any  Subsidiary  shall  fail to make any payment
(whether  of  principal  or interest and regardless of amount) in respect of any
Material  Indebtedness,  when  and  as  the  same  shall become due and payable;

     (g)     any  event  or  condition  occurs  that  results  in  any  Material
Indebtedness  becoming  due  prior  to its scheduled maturity or that enables or
permits  (with  or  without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity;

     (h)     an  involuntary  proceeding  shall  be  commenced or an involuntary
petition  shall be filed seeking (i) liquidation, reorganization or other relief
in  respect  of  the  Borrower  or any Material Subsidiary or its debts, or of a
substantial  part of its assets, under any Federal, state or foreign bankruptcy,
insolvency,  receivership  or similar law now or hereafter in effect or (ii) the
appointment  of  a  receiver,  trustee,  custodian, sequestrator, conservator or
similar  official  for  the  Borrower  or  any  Material  Subsidiary  or  for  a
substantial  part  of  its  assets,  and,  in  any such case, such proceeding or
petition  shall continue undismissed for 60 days or an order or decree approving
or  ordering  any  of  the  foregoing  shall  be  entered;

     (i)     the  Borrower  or  any  Material  Subsidiary  shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or  other  relief  under  any  Federal, state or foreign bankruptcy, insolvency,
receivership  or  similar  law  now  or hereafter in effect, (ii) consent to the
institution  of,  or  fail  to  contest  in a timely and appropriate manner, any
proceeding  or petition described in clause (h) of this Article, (iii) apply for
or  consent  to the appointment of a receiver, trustee, custodian, sequestrator,
conservator  or  similar official for the Borrower or any Material Subsidiary or
for a substantial part of its assets, (iv) file an answer admitting the material
allegations  of  a  petition filed against it in any such proceeding, (v) make a
general  assignment for the benefit of creditors or (vi) take any action for the
purpose  of  effecting  any  of  the  foregoing;

     (j)     the  Borrower or any Material Subsidiary shall become unable, admit
in  writing its inability or fail generally to pay its debts as they become due;

     (k)     one  or  more  judgments  for  the payment of money in an aggregate
amount  in  excess  of  $5,000,000  shall  be rendered against the Borrower, any
Material  Subsidiary  or  any  combination  thereof  and  the  same shall remain
undischarged  for  a  period of 30 consecutive days during which execution shall
not  be  effectively  stayed, or any action shall be legally taken by a judgment
creditor  to  attach  or  levy  upon  any assets of the Borrower or any Material
Subsidiary  to  enforce  any  such  judgment;

     (l)     an  ERISA  Event  shall  have  occurred that, in the opinion of the
Required  Lenders,  when  taken  together  with all other ERISA Events that have
occurred,  could  reasonably be expected to result in a Material Adverse Effect;

     (m)          a  Change  in  Control  shall  occur;  or

     (n)     any  change  in  a contract or concession of the Borrower or any of
its  Subsidiaries  which could reasonably be expected to have a Material Adverse
Effect.



then,  and in every such event (other than an event with respect to the Borrower
described  in  clause  (h)  or  (i) of this Article), and at any time thereafter
during  the  continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both  of  the  following actions, at the same or different times:  (i) terminate
the  Commitments, and thereupon the Commitments shall terminate immediately, and
(ii)  declare  the  Loans then outstanding to be due and payable in whole (or in
part,  in  which  case  any  principal not so declared to be due and payable may
thereafter  be  declared  to be due and payable), and thereupon the principal of
the  Loans  so  declared  to  be due and payable, together with accrued interest
thereon  and  all  fees and other obligations of the Borrower accrued hereunder,
shall  become  due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower; and
in case of any event with respect to the Borrower described in clause (h) or (i)
of this Article, the Commitments shall automatically terminate and the principal
of  the  Loans  then outstanding, together with accrued interest thereon and all
fees  and  other  obligations  of  the  Borrower  accrued  hereunder,  shall
automatically  become  due  and payable, without presentment, demand, protest or
other  notice  of  any  kind,  all  of  which are hereby waived by the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

          Each  of  the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take  such actions on its behalf and to exercise such powers as are delegated to
the  Administrative  Agent  by  the terms hereof, together with such actions and
powers  as  are  reasonably  incidental  thereto.

          The  bank serving as the Administrative Agent hereunder shall have the
same  rights  and powers in its capacity as a Lender as any other Lender and may
exercise  the same as though it were not the Administrative Agent, and such bank
and  its Affiliates may accept deposits from, lend money to and generally engage
in  any  kind of business with the Borrower or any Subsidiary or other Affiliate
thereof  as  if  it  were  not  the  Administrative  Agent  hereunder.

          The  Administrative  Agent  shall  not  have any duties or obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of  whether  a  Default has occurred and is
continuing,  (b)  the  Administrative  Agent shall not have any duty to take any
discretionary  action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage  of  the  Lenders  as  shall  be necessary under the circumstances as
provided  in  Section  9.02),  and (c) except as expressly set forth herein, the
Administrative  Agent  shall  not  have  any  duty to disclose, and shall not be
liable  for the failure to disclose, any information relating to the Borrower or
any  of its Subsidiaries that is communicated to or obtained by the bank serving
as  Administrative  Agent  or  any  of  its  Affiliates  in  any  capacity.  The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or  percentage  of  the Lenders as shall be necessary under the circumstances as
provided  in  Section  9.02)  or  in  the absence of its own gross negligence or
wilful  misconduct.  The  Administrative  Agent  shall  be  deemed  not  to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative  Agent  by the Borrower or a Lender, and the Administrative Agent
shall  not  be responsible for or have any duty to ascertain or inquire into (i)
any  statement,  warranty  or  representation made in or in connection with this
Agreement,  (ii)  the  contents  of  any  certificate,  report or other document
delivered  hereunder  or  in  connection  herewith,  (iii)  the  performance  or
observance  of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this  Agreement  or  any  other  agreement,  instrument  or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than  to  confirm  receipt  of  items  expressly required to be delivered to the
Administrative  Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document  or other writing believed by it to be genuine
and  to have been signed or sent by the proper Person.  The Administrative Agent
also  may rely upon any statement made to it orally or by telephone and believed
by  it  to  be  made by the proper Person, and shall not incur any liability for
relying  thereon.  The  Administrative Agent may consult with legal counsel (who
may  be  counsel  for  the  Borrower), independent accountants and other experts
selected  by it, and shall not be liable for any action taken or not taken by it
in  accordance  with  the  advice  of  any such counsel, accountants or experts.

          The  Administrative  Agent  may  perform  any  and  all its duties and
exercise  its  rights  and  powers  by  or  through  any  one or more sub-agents
appointed  by  the  Administrative Agent.  The Administrative Agent and any such
sub-agent  may perform any and all its duties and exercise its rights and powers
through  their  respective  Related  Parties.  The exculpatory provisions of the
preceding  paragraphs  shall  apply  to  any  such  sub-agent and to the Related
Parties  of  the Administrative Agent and any such sub-agent, and shall apply to
their  respective  activities  in  connection with the syndication of the credit
facilities  provided  for  herein as well as activities as Administrative Agent.

          Subject  to  the  appointment  and  acceptance  of  a  successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign  at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon  any  such  resignation,  the  Required  Lenders  shall  have the right, in
consultation  with  the Borrower, to appoint a successor.  If no successor shall
have  been  so  appointed  by  the Required Lenders and shall have accepted such
appointment  within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders  and  the  Issuing  Bank, appoint a successor Administrative Agent which
shall  be  a  bank  with an office in New York, New York, or an Affiliate of any
such  bank.  Upon  the  acceptance  of  its  appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all  the  rights,  powers,  privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and  obligations  hereunder.  The  fees  payable  by the Borrower to a successor
Administrative  Agent  shall  be  the  same  as those payable to its predecessor
unless  otherwise  agreed  between  the  Borrower and such successor.  After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section  9.03  shall  continue  in  effect  for  the  benefit  of  such retiring
Administrative  Agent,  its  sub-agents  and their respective Related Parties in
respect  of any actions taken or omitted to be taken by any of them while it was
acting  as  Administrative  Agent.

          Each  Lender  acknowledges  that  it  has,  independently  and without
reliance  upon  the  Administrative  Agent or any other Lender and based on such
documents  and  information  as  it  has deemed appropriate, made its own credit
analysis  and  decision  to enter into this Agreement.  Each Lender acknowledges
that  it  will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time  to  time deem appropriate, continue to make its own decisions in taking or
not  taking  action under or based upon this Agreement, any related agreement or
any  document  furnished hereunder or thereunder.  Each Lender acknowledges that
there  is  no fact, and that it has not made any assumption of fact, material to
its  inducement  to  become  a Bank hereunder which it has not independently and
without  reliance on the Administrative Agent investigated and determined to its
satisfaction  prior  to  its  execution  of  this  Credit  Agreement.

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

          SECTION  9.01.     Notices.   Except  in the case of notices and other
                             --------
communications  expressly  permitted  to  be given by telephone, all notices and
other  communications  provided  for  herein  shall  be  in writing and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered  mail  or  sent  by  telecopy,  as  follows:

     (a)     if  to  the  Borrower,  to it in care of Triton Energy,  6688 North
Central  Expressway,  Suite  1400,  Dallas, Texas 75206, Attention of Treasurer,
(Telecopy  No.  (214)  691-0340);

     (b)     if  to  the Administrative Agent, to The Chase Manhattan Bank, Loan
and  Agency  Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New
York  10081,  Attention  of Michael Cerniglia (Telecopy No. (212) 552-5777); and

     (c)     if  to  any  other  Lender  (in its capacity as a Lender or Issuing
Bank)  ,  to  it  at  its  address  (or  telecopy  number)  set  forth  in  its
Administrative  Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and
other communications given to any party hereto in accordance with the provisions
of  this  Agreement  shall  be deemed to have been given on the date of receipt.

          SECTION  9.02.     Waivers;  Amendments.   (a)  No failure or delay by
                             ---------------------
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or  power  hereunder  shall operate as a waiver thereof, nor shall any single or
partial  exercise  of  any  such  right  or  power,  or  any  abandonment  or
discontinuance  of steps to enforce such a right or power, preclude any other or
further  exercise  thereof  or  the  exercise  of any other right or power.  The
rights  and  remedies  of  the  Administrative  Agent,  the Issuing Bank and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have.  No waiver of any provision of this Agreement or
consent  to  any  departure  by  the  Borrower  therefrom  shall in any event be
effective  unless  the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and  for  the  purpose  for which given.  Without limiting the generality of the
foregoing,  the  making of a Loan or issuance of a Letter of Credit shall not be
construed  as  a waiver of any Default, regardless of whether the Administrative
Agent,  any  Lender or the Issuing Bank may have had notice or knowledge of such
Default  at  the  time.

     (b)     Neither  this  Agreement  nor  any  provision hereof may be waived,
amended  or  modified  except  pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and the
Administrative  Agent with the consent of the Required Lenders; provided that no
                                                                --------
such  agreement  shall  (i)  increase  the  Commitment of any Lender without the
written  consent of such Lender, (ii) reduce the principal amount of any Loan or
LC  Disbursement  or  reduce  the  rate  of interest thereon, or reduce any fees
payable  hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or  LC  Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce  the  amount  of,  waive  or  excuse  any  such  payment, or postpone the
scheduled  date  of expiration of any Commitment, without the written consent of
each  Lender  affected  thereby,  (iv) change Section 2.16(b) or (c) in a manner
that  would alter the pro rata sharing of payments required thereby, without the
written  consent  of  each  Lender,  or (v) change any of the provisions of this
Section  or  the  definition of "Required Lenders" or any other provision hereof
specifying  the  number  or  percentage  of  Lenders required to waive, amend or
modify  any  rights  hereunder  or  make  any determination or grant any consent
hereunder,  without the written consent of each Lender; provided further that no
                                                        ----------------
such  agreement  shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Issuing Bank hereunder without the prior written
consent  of  the  Administrative  Agent or the Issuing Bank, as the case may be.

          SECTION  9.03.     Expenses;  Indemnity;  Damage  Waiver.   (a)  The
                             --------------------------------------
Borrower  shall  pay  (i)  all reasonable out-of-pocket expenses incurred by the
Administrative  Agent and its Affiliates, including the reasonable fees, charges
and  disbursements  of  counsel for the Administrative Agent, in connection with
the  syndication  of  the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby  shall  be  consummated),  (ii)  all  reasonable  out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or  extension  of  any Letter of Credit or any demand for payment thereunder and
(iii)  all  out-of-pocket  expenses  incurred  by  the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel  for  the  Administrative  Agent,  the  Issuing  Bank  or any Lender, in
connection  with  the enforcement or protection of its rights in connection with
this  Agreement,  including its rights under this Section, or in connection with
the  Loans  made  or  Letters  of  Credit  issued  hereunder, including all such
out-of-pocket  expenses  incurred  during  any  workout,  restructuring  or
negotiations  in  respect  of  such  Loans  or  Letters  of  Credit.

     (b)     The  Borrower shall indemnify the Administrative Agent, the Issuing
Bank  and  each  Lender,  and each Related Party of any of the foregoing Persons
(each  such  Person  being  called  an  "Indemnitee")  against,  and  hold  each
                                         ----------
Indemnitee  harmless  from, any and all losses, claims, damages, liabilities and
related  expenses,  including the fees, charges and disbursements of any counsel
for  any  Indemnitee, incurred by or asserted against any Indemnitee arising out
of,  in connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan
or  Letter of Credit or the use of the proceeds therefrom (including any refusal
by  the  Issuing  Bank to honor a demand for payment under a Letter of Credit if
the  documents  presented  in connection with such demand do not strictly comply
with  the  terms of such Letter of Credit), (iii) any actual or alleged presence
or  release  of Hazardous Materials on or from any property owned or operated by
the  Borrower or any of its Subsidiaries, or any Environmental Liability related
in  any  way  to  the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective  claim,  litigation,  investigation or proceeding relating to any of
the  foregoing,  whether  based  on  contract,  tort  or  any  other  theory and
regardless  of  whether  any  Indemnitee  is a party thereto; provided that such
                                                              --------
indemnity  shall not, as to any Indemnitee, be available to the extent that such
losses,  claims,  damages,  liabilities  or related expenses are determined by a
court  of  competent  jurisdiction  by  final and nonappealable judgment to have
resulted  from  the  gross  negligence  or wilful misconduct of such Indemnitee.

     (c)     To the extent that the Borrower fails to pay any amount required to
be  paid  by  it to the Administrative Agent or the Issuing Bank under paragraph
(a)  or  (b)  of  this  Section,  each  Lender  severally  agrees  to pay to the
Administrative  Agent  or  the  Issuing  Bank, as the case may be, such Lender's
Applicable  Percentage  (determined  as  of  the  time  that  the  applicable
unreimbursed  expense  or  indemnity  payment  is sought) of such unpaid amount;
provided  that  the  unreimbursed  expense  or  indemnified loss, claim, damage,
--------
liability  or  related  expense, as the case may be, was incurred by or asserted
against  the  Administrative  Agent or the Issuing Bank in its capacity as such.

     (d)     To  the  extent permitted by applicable law, the Borrower shall not
assert,  and  hereby  waives, any claim against any Indemnitee, on any theory of
liability,  for special, indirect, consequential or punitive damages (as opposed
to  direct or actual damages) arising out of, in connection with, or as a result
of,  this  Agreement  or  any  agreement  or instrument contemplated hereby, the
Transactions,  any  Loan or Letter of Credit or the use of the proceeds thereof.

     (e)     All  amounts due under this Section shall be payable promptly after
written  demand  therefor.

          SECTION  9.04.     Successors  and  Assigns.   (a)  The  provisions of
                             -------------------------
this  Agreement  shall  be  binding upon and inure to the benefit of the parties
hereto  and  their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the  Borrower  may  not  assign  or  otherwise  transfer  any  of  its rights or
obligations  hereunder without the prior written consent of each Lender (and any
attempted  assignment  or transfer by the Borrower without such consent shall be
null  and  void).  Nothing  in  this  Agreement,  expressed or implied, shall be
construed  to  confer  upon  any  Person  (other  than the parties hereto, their
respective  successors  and assigns permitted hereby (including any Affiliate of
the  Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated  hereby,  the  Related Parties of each of the Administrative Agent,
the  Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under  or  by  reason  of  this  Agreement.

     (b)     Any  Lender may assign to one or more assignees all or a portion of
its  rights  and obligations under this Agreement (including all or a portion of
its  Commitment and the Loans at the time owing to it); provided that (i) except
                                                        --------
in  the  case  of an assignment to a Lender or an Affiliate of a Lender, each of
the  Borrower and the Administrative Agent (and, in the case of an assignment of
all  or  a portion of a Commitment or any Lender's obligations in respect of its
LC  Exposure,  the  Issuing  Bank) must give their prior written consent to such
assignment  (which  consent  shall not be unreasonably withheld), (ii) except in
the  case  of  an  assignment  to  a  Lender  or  an Affiliate of a Lender or an
assignment  of the entire remaining amount of the assigning Lender's Commitment,
the  amount  of  the  Commitment  of  the  assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to  such  assignment is delivered to the Administrative Agent) shall not be less
than  $5,000,000  unless  each  of  the  Borrower  and  the Administrative Agent
otherwise  consent, (iii) each partial assignment shall be made as an assignment
of  a  proportionate  part  of all the assigning Lender's rights and obligations
under  this  Agreement,  (iv)  the  parties to each assignment shall execute and
deliver  to the Administrative Agent an Assignment and Acceptance, together with
a  processing  and  recordation fee of $3,500, and (v) the assignee, if it shall
not  be  a  Lender,  shall deliver to the Administrative Agent an Administrative
Questionnaire;  and  provided further that any consent of the Borrower otherwise
                     ----------------
required  under  this paragraph shall not be required if an Event of Default has
occurred  and  is  continuing.  Subject  to  acceptance  and  recording  thereof
pursuant  to  paragraph  (d)  of this Section, from and after the effective date
specified  in  each Assignment and Acceptance the assignee thereunder shall be a
party  hereto and, to the extent of the interest assigned by such Assignment and
Acceptance,  have  the  rights and obligations of a Lender under this Agreement,
and  the  assigning  Lender  thereunder  shall,  to  the  extent of the interest
assigned  by  such  Assignment  and Acceptance, be released from its obligations
under  this Agreement (and, in the case of an Assignment and Acceptance covering
all  of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits  of Sections 2.13, 2.14, 2.15 and 9.03).  Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender  of  a  participation  in  such rights and obligations in accordance with
paragraph  (e)  of  this  Section.

     (c)     The  Administrative  Agent,  acting for this purpose as an agent of
the  Borrower,  shall  maintain  at one of its offices in The City of New York a
copy  of  each  Assignment and Acceptance delivered to it and a register for the
recordation  of  the  names and addresses of the Lenders, and the Commitment of,
and  principal  amount  of  the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register").  The entries in
                                                     --------
the  Register  shall  be conclusive, and the Borrower, the Administrative Agent,
the Issuing Bank and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of  this  Agreement, notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Borrower, the Issuing Bank and any Lender, at
any  reasonable  time  and  from  time  to  time  upon  reasonable prior notice.

     (d)     Upon  its  receipt  of  a  duly completed Assignment and Acceptance
executed  by  an  assigning  Lender  and  an  assignee, the assignee's completed
Administrative  Questionnaire  (unless  the  assignee  shall already be a Lender
hereunder),  the  processing and recordation fee referred to in paragraph (b) of
this  Section  and  any written consent to such assignment required by paragraph
(b)  of  this Section, the Administrative Agent shall accept such Assignment and
Acceptance  and  record  the  information contained therein in the Register.  No
assignment  shall be effective for purposes of this Agreement unless it has been
recorded  in  the  Register  as  provided  in  this  paragraph.

     (e)     Any  Lender  may,  without  the  consent  of  the  Borrower,  the
Administrative  Agent  or  the  Issuing Bank, sell participations to one or more
banks  or  other entities (a "Participant") in all or a portion of such Lender's
                              -----------
rights  and  obligations under this Agreement (including all or a portion of its
Commitment  and  the  Loans  owing  to  it);  provided  that  (i)  such Lender's
                                              --------
obligations  under this Agreement shall remain unchanged, (ii) such Lender shall
remain  solely  responsible  to  the other parties hereto for the performance of
such  obligations  and (iii) the Borrower, the Administrative Agent, the Issuing
Bank  and the other Lenders shall continue to deal solely and directly with such
Lender  in  connection  with  such  Lender's  rights  and obligations under this
Agreement.  Any  agreement or instrument pursuant to which a Lender sells such a
participation  shall  provide  that  such  Lender shall retain the sole right to
enforce  this  Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such agreement or instrument may
                                  --------
provide that such Lender will not, without the consent of the Participant, agree
to  any  amendment,  modification  or  waiver  described in the first proviso to
Section 9.02(b) that affects such Participant.  Subject to paragraph (f) of this
Section,  the  Borrower  agrees  that  each Participant shall be entitled to the
benefits  of  Sections  2.13,  2.14  and 2.15 to the same extent as if it were a
Lender  and had acquired its interest by assignment pursuant to paragraph (b) of
this  Section.  To  the  extent permitted by law, each Participant also shall be
entitled  to  the  benefits of Section 9.08 as though it were a Lender, provided
such  Participant  agrees  to  be subject to Section 2.16(c) as though it were a
Lender.

     (f)     A  Participant shall not be entitled to receive any greater payment
under  Section  2.13 or 2.15 than the applicable Lender would have been entitled
to  receive  with  respect to the participation sold to such Participant, unless
the  sale  of  the participation to such Participant is made with the Borrower's
prior  written consent.  A Participant that would be a Foreign Lender if it were
a  Lender  shall  not  be  entitled  to  the benefits of Section 2.15 unless the
Borrower  is  notified  of  the  participation sold to such Participant and such
Participant  agrees,  for  the  benefit  of the Borrower, to comply with Section
2.15(e)  as  though  it  were  a  Lender.

     (g)     Any  Lender may at any time pledge or assign a security interest in
all  or  any portion of its rights under this Agreement to secure obligations of
such  Lender,  including  any  pledge  or  assignment to secure obligations to a
Federal  Reserve  Bank,  and  this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
                                   --------
a security interest shall release a Lender from any of its obligations hereunder
or  substitute  any  such pledgee or assignee for such Lender as a party hereto.

          SECTION  9.05.     Survival.   All  covenants,  agreements,
                             ---------
representations  and  warranties  made  by  the  Borrower  herein  and  in  the
certificates  or  other  instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto  and  shall  survive the execution and delivery of this Agreement and the
making  of  any  Loans  and issuance of any Letters of Credit, regardless of any
investigation  made by any such other party or on its behalf and notwithstanding
that  the  Administrative  Agent,  the  Issuing  Bank or any Lender may have had
notice  or  knowledge  of any Default or incorrect representation or warranty at
the  time any credit is extended hereunder, and shall continue in full force and
effect  as  long  as the principal of or any accrued interest on any Loan or any
fee  or  any other amount payable under this Agreement is outstanding and unpaid
or  any  Letter of Credit is outstanding and so long as the Commitments have not
expired or terminated.  The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation  of  the  transactions  contemplated  hereby,  the repayment of the
Loans,  the  expiration  or  termination  of  the  Letters  of  Credit  and  the
Commitments  or  the  termination  of  this  Agreement  or any provision hereof.

          SECTION  9.06.     Counterparts;  Integration;  Effectiveness.   This
                             -------------------------------------------
Agreement  may  be  executed in counterparts (and by different parties hereto on
different  counterparts), each of which shall constitute an original, but all of
which  when  taken  together shall constitute a single contract.  This Agreement
and  any  separate  letter  agreements  with  respect  to  fees  payable  to the
Administrative  Agent  constitute the entire contract among the parties relating
to  the  subject matter hereof and supersede any and all previous agreements and
understandings,  oral or written, relating to the subject matter hereof.  Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall  have  received  counterparts  hereof which, when taken together, bear the
signatures  of each of the other parties hereto, and thereafter shall be binding
upon  and  inure  to  the  benefit  of  the  parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of  this  Agreement  by  telecopy  shall  be effective as delivery of a manually
executed  counterpart  of  this  Agreement.

          SECTION 9.07.     Severability.   Any provision of this Agreement held
                            -------------
to  be  invalid,  illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction,  be  ineffective  to  the extent of such invalidity, illegality or
unenforceability  without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall  not  invalidate  such provision in any other
jurisdiction.

          SECTION 9.08.     Right of Setoff.   If an Event of Default shall have
                            ----------------
occurred  and  be  continuing,  each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law,  to  set  off  and  apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing  by  such  Lender  or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing  under  this  Agreement held by such Lender, irrespective of whether or
not  such  Lender  shall  have made any demand under this Agreement and although
such obligations may be unmatured.  The rights of each Lender under this Section
are  in addition to other rights and remedies (including other rights of setoff)
which  such  Lender  may  have.

          SECTION  9.09.     Governing  Law; Jurisdiction; Consent to Service of
                             ---------------------------------------------------
Process.   (a)  This  Agreement  shall  be  construed  in  accordance  with  and
-------
governed  by  the  law  of  the  State  of  New  York.

     (b)     The  Borrower  hereby  irrevocably and unconditionally submits, for
itself  and  its property, to the nonexclusive jurisdiction of the Supreme Court
of  the  State  of  New York sitting in New York County and of the United States
District  Court  of  the  Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement,  or  for  recognition or enforcement of any judgment, and each of the
parties  hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York  State  or, to the extent permitted by law, in such Federal court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment  or  in  any  other  manner provided by law.  Nothing in this Agreement
shall  affect  any  right that the Administrative Agent, the Issuing Bank or any
Lender  may  otherwise  have  to bring any action or proceeding relating to this
Agreement  against  the  Borrower  or  its  properties  in  the  courts  of  any
jurisdiction.

     (c)     The  Borrower hereby irrevocably and unconditionally waives, to the
fullest  extent it may legally and effectively do so, any objection which it may
now  or  hereafter have to the laying of venue of any suit, action or proceeding
arising  out  of  or  relating  to  this  Agreement  in any court referred to in
paragraph  (b)  of  this Section.  Each of the parties hereto hereby irrevocably
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.

     (d)     Each  party  to  this  Agreement irrevocably consents to service of
process  in  the  manner  provided for notices in Section 9.01.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in  any  other  manner  permitted  by  law.

          SECTION  9.10.     WAIVER  OF  JURY  TRIAL.   EACH PARTY HERETO HEREBY
                             ------------------------
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR  RELATING  TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT  NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER  PARTY  WOULD  NOT, IN THE EVENT OF
LITIGATION,  SEEK  TO  ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND  THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS  AND CERTIFICATIONS IN THIS SECTION.

          SECTION  9.11.     Headings.   Article  and  Section  headings and the
                             ---------
Table  of  Contents  used  herein are for convenience of reference only, are not
part  of  this  Agreement  and shall not affect the construction of, or be taken
into  consideration  in  interpreting,  this  Agreement.

          SECTION 9.12.     Confidentiality.   Each of the Administrative Agent,
                            ----------------
the  Issuing  Bank and the Lenders agrees to maintain the confidentiality of the
Information  (as defined below), except that Information may be disclosed (a) to
its  and  its  Affiliates'  directors, officers, employees and agents, including
accountants,  legal  counsel  and  other  advisors (it being understood that the
Persons  to  whom  such  disclosure is made will be informed of the confidential
nature  of  such  Information  and  instructed  to  keep  such  Information
confidential),  (b)  to the extent requested by any regulatory authority, (c) to
the  extent  required  by  applicable  laws or regulations or by any subpoena or
similar  legal  process,  (d)  to  any  other  party  to  this Agreement, (e) in
connection  with  the  exercise of any remedies hereunder or any suit, action or
proceeding  relating  to  this Agreement or the enforcement of rights hereunder,
(f)  subject  to  an  agreement  containing provisions substantially the same as
those  of this Section, to any assignee of or Participant in, or any prospective
assignee  of  or  Participant  in,  any  of its rights or obligations under this
Agreement,  (g)  with  the  consent  of  the  Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this  Section or (ii) becomes available to the Administrative Agent, the Issuing
Bank  or  any  Lender  on a  nonconfidential  basis from a source other than the
Borrower.  For the purposes of this Section, "Information" means all information
                                              -----------
received  from the Borrower relating to the Borrower or its business, other than
any  such information that is available to the Administrative Agent, the Issuing
Bank  or  any  Lender  on  a  nonconfidential  basis  prior to disclosure by the
Borrower;  provided  that, in the case of information received from the Borrower
           --------
after  the  date  hereof,  such information is clearly identified at the time of
delivery  as  confidential.  Any Person required to maintain the confidentiality
of  Information as provided in this Section shall be considered to have complied
with  its  obligation  to  do so if such Person has exercised the same degree of
care  to  maintain  the confidentiality of such Information as such Person would
accord  to  its  own  confidential  information.

          SECTION 9.13.     Interest Rate Limitation.   Notwithstanding anything
                            -------------------------
herein to the contrary, if at any time the interest rate applicable to any Loan,
together  with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
                                                     -------
maximum  lawful  rate (the "Maximum Rate") which may be contracted for, charged,
                            ------------
taken,  received  or reserved by the Lender holding such Loan in accordance with
applicable  law, the rate of interest payable in respect of such Loan hereunder,
together  with  all  Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been  payable  in  respect  of such Loan but were not payable as a result of the
operation  of  this  Section  shall  be  cumulated  and the interest and Charges
payable  to  such Lender in respect of other Loans or periods shall be increased
(but  not above the Maximum Rate therefor) until such cumulated amount, together
with  interest  thereon  at  the  Federal  Funds  Effective  Rate to the date of
repayment,  shall  have  been  received  by  such  Lender.

          SECTION  9.14     U.S. Dollars of the Essence .  Each reference in the
                            ---------------------------
Loan  Documents  to  U.S.  Dollars  is  of  the  essence.  The obligation of the
Borrower  in  respect  of  any  amount  due  under  the  Loan  Documents  shall,
notwithstanding  any  payment  in  any  other  currency  (whether  pursuant to a
judgment  or  otherwise), be discharged only to the extent of the amount in U.S.
Dollars  that  the  Lender  may,  in  accordance with normal banking procedures,
purchase  with  the sum paid in such other currency (after any premium and costs
of  exchange)  on  the  Business  Day immediately following the day on which the
Lender  receives  such  payment.  If  the  amount in U.S. Dollars that may be so
purchased for any reasons falls short of the amount originally due, the Borrower
shall  pay  such  additional  amounts,  in  U.S. Dollars, as may be necessary to
compensate  for such a shortfall.  Any obligation of the Borrower not discharged
by such payment shall be due as a separate and independent obligation and, until
discharged  as  provided  herein,  shall  continue  in  full  force  and effect.

          SECTION  9.15     Waiver  of Sovereign Immunity; Commercial Activity .
                            --------------------------------------------------
Neither  the  Borrower nor its property has any right of immunity on the grounds
of  sovereignty  or  otherwise  from  jurisdiction,  attachment (before or after
judgment)  or  execution  in respect of any action or proceeding relating in any
way to the Loan Documents that may be brought before any Governmental Authority.
The execution, delivery and performance of the obligations of the Loan Documents
by  the  Borrower  constitute  commercial  transactions.


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


                                   TRITON  ENERGY  LIMITED



                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________





<PAGE>
                                   THE  CHASE  MANHATTAN  BANK,  individually
                                   and  as  Administrative  Agent,


                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________
<PAGE>


                                   PARIBAS

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________
<PAGE>



                                   BANKERS  TRUST  COMPANY

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________
<PAGE>



                                   MEESPIERSON  CAPITAL  CORP.

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________


<PAGE>



                                   BANK  OF  AMERICA,  N.A.

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________
<PAGE>



                                   BARCLAYS  BANK  PLC

                                   By:____________________________________
                                   Name:__________________________________
                                   Title:_________________________________

<PAGE>


                                                              Schedule  1.01A

                                   Investments
                                   -----------

1.    U.S.  Government  and  government-sponsored  securities

     a.     Direct  obligations of the U.S. government-including Treasury Bills,
Notes  and  Bonds.

b.    Government-sponsored  Agency  securities  as  follows:

      - Government  National  Mortgage  Agency  (GNMA)
      - Federal  National  Mortgage  Association  (FNMA)
      - Student  Loan  Marketing  Association  (SLMA)
      - Federal  Home  Loan  Bank  (FHLB)
      - Federal  Home  Loan  Mortgage  Corporation  (FHLMC)
      - Federal  Home  Credit  Banks  (FFCB)

2.    Money  Market  Funds

a     Funds  must  be  rated AAA or equivalent and have at least $1.0 billion in
assets  with  an  average  fund  maturity  not  to  exceed  90  days.

3.    Corporate  Debt  Securities

a.     Commercial  paper  (US  or  EURO)--Corporate  issuers of commercial paper
having  original maturities of not more than 180 days.  Must be rated A-1/P-1 or
equivalent.
4.     Bank  Related  Securities (banks rated AA or equivalent with assets of at
least  $10.0  billion).

a.     Certificates  of  deposit
b.     Bankers  acceptances
c.     Time  deposits
d.     Eurodollar time deposits up to 180 days (incl. overnight sweep accounts)
e.     Overnight  Bank  Loan  Participations  (must  be A-1/P-1 commercial paper
rated  companies  or be fully guaranteed by parent company with an A-1/P rating)

5.    Repurchase  Agreements  -  Securities must be with major banks or dealers
that  are recognized as Primary Dealers by the Federal Reserve Bank of New York.
Collateral  for  the  transactions  must  be  U.S. Treasury or Agency securities
collateralized  at  102%  of  value.

INVESTMENT CONCENTRATION LIMITS - Investments may be made only in securities for
which  there  are  consistent  and  adequate  secondary  markets  or  that  are
immediately  liquid.

1.     Money  Market  Funds  -  No cumulative limit, however investments may not
exceed  10%  of  a  fund's  assets.
2.          U.S.  Government  and  government-sponsored  securities  - No limit.
3.     Foreign  securities  -  Investments  in  foreign securities (non-U.S. but
including  U.S. branches of foreign banks) will be limited to 30% with no single
issuer  and/or  country exceeding the lower of 5% of the portfolio or $5 million
(except  for  Euro-commercial  paper at the lower of 10% of the portfolio or $10
million).
4.     All other investments/issuers - Maximum expose is 10% of the portfolio up
to  $10  million.

MATURITY  -  At  a  minimum,  maturities shall be structured to meet the funding
requirements  of  the  Company.

1.     No  investment  may  exceed  one  year  to  maturity.
2.     The weighted average maturity of the portfolio may not exceed six months.
3.     25%  of  the  portfolio  must  mature  within  30  days.
4.     10%  of  the  portfolio  must  mature  within  7  days.

OTHER

1.     Securities denomination - All securities must be dollar-denominated.
2.     Securities  lending  -  Securities  will  not  be  lent.
3.     Unrated securities - No unrated company/securities will be acquired.
4.     Brokers  and  dealers  -  a  sufficient  number of business relationships
should  be  maintained  to assure competitive pricing, information flow and cost
effective  execution  of  the  Company's  business.
5.     Fixed/floating  rate  securities  - both are allowed, but the maturity of
the  security  must  still  be  under  one  year.




<PAGE>
                                                                   Schedule 2.01

Lenders                                                  Commitments
-------                                                  -----------

The  Chase  Manhattan  Bank                             $27,500,000.00
Barclays  Bank  PLC                                     $27,500,000.00
Paribas                                                 $27,500,000.00
Deutsche  Bank  AG                                      $27,500,000.00
MeesPierson  Capital  Corp.                             $20,000,000.00
Bank  of  America,  N.A.                                $20,000,000.00
                                                        --------------

TOTAL                                                  $150,000,000.00



<PAGE>
                                                                   Schedule 3.04


Commencing  with the 1999 Form 10-K, Borrower will account for its 50% ownership
in  Triton  International  Oil  Corporation  ("TIOC")  using  the  equity method
instead  of  the  pro  rata consolidation method.  For purposes of the 1999 Form
10-K,  Borrower  will  reflect its investment in TIOC at December 31, 1999 as an
equity  investment  in  the  consolidated  balance sheet.  The December 31, 1998
consolidated  balance  sheet  will  be  reclassified  to  conform  to  the  1999
presentation.

<PAGE>
                                                                   Schedule 3.06

                                Disclosed Matters
                                -----------------


Litigation  and  Environmental  Matters

In  re: Triton Energy Limited Securities Litigation. Consolidated lawsuits filed
in the United States District Court for the Eastern District of Texas, Texarkana
Division,  against  the  Borrower  and  Thomas G. Finck and Peter Rugg, in their
capacities  as Chairman and Chief Executive Officer and Chief Financial Officer,
respectively.  The  complaint  alleges violations of Sections 10(b) and 20(a) of
the  Securities  Exchange  Act  of  1934, as amended, and Rule 10b-5 promulgated
thereunder,  and  negligent  misrepresentation  in  connection  with disclosures
concerning  the  Company's  properties,  operations,  and  value  relating  to a
prospective  sale  of  the  Company  or  of  all  or  a  part  of  its  assets.

Operating  Industries,  Inc.  One  of  Borrower's  former  domestic  oil and gas
subsidiaries  (dissolved)  has been named as a potentially responsible party for
the  clean-up  of  the  Monterey  Park,  California,  Superfund site operated by
Operating  Industries,  Inc.

Hite  and  Nordell International Resources vs. Triton. Lawsuit by David A. Hite,
Nordell  International Resources Ltd., and International Veronex Resources, Ltd.
against  the  Borrower, Triton Energy Corporation and Triton Indonesia, Inc. The
lawsuit  was  tried  and  the jury found in favor of the plaintiffs and assessed
compensatory  damages  in  the  amount  of  approximately  $700,000 and punitive
damages  in  the  amount  of  approximately  $11  million.

Also  pending  are lawsuits involving Borrower and the other named defendants in
the  above  listed  Hite  lawsuit  involving  coverage  issues  under  insurance
policies.  The  lawsuits are (1) American International Specialty Lines Ins. vs.
the  Borrower,  Triton  Energy Corporation and Triton Indonesia, Inc.; Cause No.
BC220090,  Superior Court, CA,  and (2) Triton Energy Limited, et al. vs. Sphere
Drake  Insurance,  PLC,  et  al. Dallas, County, Texas [insurers have removed to
federal  court].

Aaron  Sherman,  et  al vs Triton Energy Corporation et al. Lawsuit filed in the
___  Judicial District, Dallas County, Texas against the Borrower, Triton Energy
Corporation,  and  Messrs.  Finck, Rugg and Holland alleging as causes of action
fraud  and negligent misrepresentation in connection with disclosures concerning
the  prospective  sale  of  the  Borrower  or  of  all  or a part of its assets.

Maria  Ninfa  Diaz  vs.  Triton  Colombia, Inc., TOTAL, BP and Ecopetrol. Triton
Colombia  Inc.  is a defendant, together with Total, BP and Ecopetrol in a civil
action  filed  in  February, 1997 in the 8th Judicial Circuit Court in Bogota by
Ninfa  Diaz  Toloza.  The plaintiff's claim arises out of the flaring of natural
gas  from  the  Cusiana  CPF  and the Cupiagua CPF and alleges (1) damage to the
environment,  (2)  inappropriate  use  of  a natural resource, (3) hazard to the
people  and  animal  life  of  the  area,  (4) interruption to the tranquillity,
intimacy  and  quality  of  life,  (5) reduction in the bovine livestock and (6)
noise  pollution.  In  discovery  stage.

Juvenal  Huertas  Romero vs. Triton Colombia, Inc., Case No. 33492, 6th Judicial
Labor  Circuit  of  Bogot  . Suit seeking damages of Col$50,000,000 for wrongful
termination;  etc.  In  discovery  stage.

BP Exploration Company (Colombia) Ltd. has informed the Borrower that a "popular
action"  was instituted against the Ministry of Environment of Colombia alleging
that the Ministry issued an environmental license permitting the water injection
project  to proceed without conducting a thorough analysis and evaluation of the
environmental  impact  of  the  water injection to the natural resources.  BP is
currently  evaluating  its  alternatives  to  intervene  in  the  action.

<PAGE>

     SCHEDULE  3.14

                       SECTION 3.14 - LIST OF SUBSIDIARIES
                       -----------------------------------

THE  FOLLOWING  ARE  THE  SUBSIDIARIES  OF  THE  COMPANY  AS OF THE DATE OF THIS
AGREEMENT:



<TABLE>
<CAPTION>

<S>                                                <C>                  <C>
                                                   Jurisdiction of      Jurisdiction where
                                                   ---------------      ------------------
Name                                               Organization         Qualified
----                                               ------------         ---------
Inlet North Sea Corporation                        Delaware
Inlet Oil & Mineral Company (U.K.) Limited         U.K.
North Central Aviation, Inc.                       Delaware
Oil & Gas Colombia GmbH                            Germany               Colombia
Servion, Inc.                                      Delaware
TriBlora Indonesia B.V.                            Netherlands
Triton Air Holdings, Inc.                          Delaware
Triton Algeria, Inc.                               Cayman  Islands
Triton Angola, Inc.                                Cayman  Islands
Triton Asia Holdings, Inc.                         Cayman  Islands
Triton Australia, Inc.                             Cayman  Islands       Australia
Triton Brazil, Inc.                                Cayman  Islands
Triton Cambodia, Inc.                              Cayman  Islands
Triton China Resources, Inc.                       Cayman  Islands
Triton China, Inc. LLC                             Cayman  Islands
Triton Colombia, Inc.                              Cayman  Islands       Colombia
Triton Domestic Oil & Gas Corp.                    Nevada
Triton Ecuador, Inc. LLC                           Cayman  Islands
Triton Energy Corporation                          Delaware              Texas
Triton Equatorial Guinea, Inc.                     Cayman  Islands       [Equatorial  Guinea
                                                                           in process]
Triton Exploration (Malaysia) Sdn. Bhd.            Malaysia
Triton Exploration Services, Inc.                  Delaware              Texas
Triton Financial Services, Inc.                    Cayman  Islands
Triton Guatemala S.A.                              B.V.I.
Triton Hellas Exploration and Exploitation
of Hydrocarbons Anonymous Industrial Technical
and Commercial Company                             Greece
Triton Holdings (U.K.) Limited                     U.K.
Triton Indonesia Resources, Inc.                   Cayman  Islands
Triton Indonesia, Inc.                             Delaware
Triton International Finance, Inc.                 Cayman  Islands
Triton International Oil Corporation,
a Delaware corporation                             Delaware
Triton International Petroleum, Inc.               Cayman  Islands
Triton Italy, Inc.                                 Cayman  Islands       Italy
Triton Madagascar, Inc.                            Cayman  Islands       Madagascar
Triton Mediterranean Oil & Gas N.V.                Netherlands
Triton Oil (GB) Limited                            U.K.
Triton Oil & Gas GmbH                              Germany
Triton Oman Resources, Inc.                        Cayman  Islands       Oman
Triton Oman, Inc.                                  Cayman  Islands
Triton Resources (UK) Limited                      U.K.
Triton Resources Argentina, Inc.                   Cayman  Islands
Triton Tunisia, Inc.                               Cayman  Islands
Triton Ventures, Inc.                              Cayman  Islands


</TABLE>




Also  own 50% of Triton International Oil Corporation, a Cayman Islands company,
which  owns  100%  of:

Triton Oil Company of Thailand (JDA) Limited, incorporated in Cayman Islands and
qualified  in  Malaysia,  Thailand,  and

Triton  Oil Company of Thailand Ltd. Co., incorporated in Texas and qualified in
Thailand,  which  owns  50%  of  :

Carigali-Triton  Operating  Co.  SDN.BHD,  a  Malaysia  corporation




<PAGE>
                                                                   SCHEDULE 3.15

                            OUTSIDE LETTERS OF CREDIT
                            -------------------------


    EXPIRATION DATE      ISSUER          BENEFICIARY           FACE AMOUNT
    ---------------      ------          -----------           -----------
       9/30/00        MeesPierson       Shell Overseas Co.        725,029

       9/30/00        MeesPierson       Shell Overseas Co.        695,027

      10/14/00        Banque Paribas    Public  Petroleum      10,683,012
                                        Corp. - Greece

       3/22/00        Union Bank        St. Paul Fire &
                                        Marine  Insurance         100,000

       9/8/00         Societe Generale  Public  Petroleum       4,202,515
                                        Corp.  -  Greece










THE  AMOUNT  OF  THE  OUTSIDE  LC  EXPOSURE  IS  $16,405,583.


<PAGE>
                                                                   SCHEDULE 6.01

                              EXISTING INDEBTEDNESS
                              ---------------------



DESCRIPTION                                       AMOUNT          MATURITY

Export-Import Bank term loan facility          13,540,712         Jan. 15, 2001

Senior  notes  8 3/4                          199,946,833         April 15, 2002

Senior  notes  9 1/4                          200,000,000         April 15, 2005

Note payable to Triton Financial Services, Inc. (a Subsidiary)  in the amount of
$14,545,356.

Note  payable  to Triton Italy, Inc. (a Subsidiary)  in the amount of  $280,915.


<PAGE>
                                                                   SCHEDULE 6.02

                                 EXISTING LIENS
                                 --------------

Pursuant  to  the  Shareholders  Agreement  with  ARCO  JDA Limited and Atlantic
Richfield  Company  (the  "ARCO  Shareholders  Agreement"),  the transfer of the
shares  of any Subsidiary holding the Company's interest in Triton International
Oil Corporation is subject to a right of first refusal. This does not apply to a
transaction  involving  a  merger  of,  or a sale of the shares of, the ultimate
parent  company.

Triton  Oil  Company of Thailand and Federated Consultant Limited are parties to
an  Assignment  of  Overriding Royalty Interest dated march 25, 1993, as amended
pursuant  to  a Consulting Agreement among Triton Energy Corporation, Triton Oil
Company  of  Thailand and Federated Consultant Limited dated January 3, 1996 and
Addendum  to  Consulting Agreement Triton Energy Corporation, Triton Oil Company
of  Thailand  and  Federated  Consultant  Limited  dated  July  19,  1996.

<PAGE>
                                                                   SCHEDULE 6.08

                         EXISTING RESTRICTIVE AGREEMENTS
                         -------------------------------

                                      None

<PAGE>
                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE


          Reference  is  made  to  the Credit Agreement dated as of February 29,
2000  (as  amended  and  in  effect on the date hereof, the "Credit Agreement"),
among  Triton  Energy Limited, the Lenders named therein and The Chase Manhattan
Bank,  as  Administrative  Agent  for  the Lenders.  Terms defined in the Credit
Agreement  are  used  herein  with  the  same  meanings.

          The  Assignor  named  on  the reverse hereof hereby sells and assigns,
without  recourse, to the Assignee named on the reverse hereof, and the Assignee
hereby  purchases and assumes, without recourse, from the Assignor, effective as
of  the Assignment Date set forth on the reverse hereof, the interests set forth
on  the  reverse  hereof  (the "Assigned Interest") in the Assignor's rights and
obligations  under  the  Credit  Agreement,  including,  without limitation, the
interests  set  forth on the reverse hereof in the Commitment of the Assignor on
the  Assignment  Date  and  Competitive  Loans  and Revolving Loans owing to the
Assignor  which  are  outstanding  on  the  Assignment  Date,  together with the
participations in Letters of Credit and LC Disbursements held by the Assignor on
the  Assignment  Date,  but excluding accrued interest and fees to and excluding
the  Assignment Date.  The Assignee hereby acknowledges receipt of a copy of the
Credit  Agreement.  From and after the Assignment Date (i) the Assignee shall be
a  party  to  and be bound by the provisions of the Credit Agreement and, to the
extent  of  the  Assigned  Interest, have the rights and obligations of a Lender
thereunder  and (ii) the Assignor shall, to the extent of the Assigned Interest,
relinquish  its  rights  and  be  released from its obligations under the Credit
Agreement.

          This  Assignment  and  Acceptance  is  being  delivered  to  the
Administrative  Agent together with (i) if the Assignee is a Foreign Lender, any
documentation  required  to  be  delivered  by  the Assignee pursuant to Section
2.15(e)  of  the  Credit Agreement, duly completed and executed by the Assignee,
and  (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative  Questionnaire  in the form supplied by the Administrative Agent,
duly  completed  by  the  Assignee.  The  [Assignee/Assignor]  shall pay the fee
payable  to  the  Administrative Agent pursuant to Section 9.04(b) of the Credit
Agreement.

          This  Assignment  and Acceptance shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  New  York.

Date  of  Assignment:

Legal  Name  of  Assignor:

Legal  Name  of  Assignee:

Assignee's  Address  for  Notices:

Effective  Date  of  Assignment
("Assignment  Date"):


                                                Percentage  Assigned  of
                                                Facility/Commitment (set forth,
                            Principal           to at least 8 decimals, as a
                         Amount Assigned        percentage of the Facility and
                                                the aggregate Commitments of
                                                all Lenders  thereunder)
                                                                ----------
Facility
--------
Commitment Assigned:     $                                                 %

Revolving  Loans:


The  terms  set forth above and on the reverse side hereof are hereby agreed to:


                                         [Name  of  Assignor],  as  Assignor
                                          ------------------
                                          By:
                                          Name:
                                          Title:






                                         [Name  of  Assignee],  as  Assignee
                                          ------------------
                                          By:
                                          Name:
                                          Title:



<PAGE>
The  undersigned  hereby  consents  to  the  within assignment: (8)


TRITON  ENERGY  LIMITED            THE CHASE MANHATTAN BANK,
                                   as Administrative Agent,



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











                                   THE CHASE MANHATTAN BANK,
                                   as Issuing Bank


                                   By:
                                   Name:
                                   Title:



(8) Consents to be included  to  the  extent  required  by
Section 9.04(b) of the Credit Agreement.




<PAGE>
                                                                     EXHIBIT B-1

                                 ________, 2000



To  the  Lenders  and  the  Administrative  Agent
from  time  to  time  parties  to  the  Credit  Agreement  and
The  Chase  Manhattan  Bank,  as  Administrative  Agent
270  Park  Avenue
New  York,  New  York  10017

Gentlemen:

     We have acted as special counsel to Triton Energy Limited, a Cayman Islands
company  ("Borrower"), in connection with that certain Credit Agreement dated of
even  date  herewith (the "Credit Agreement"), among Borrower, the Lenders named
therein,  and  The  Chase  Manhattan Bank, as Administrative Agent.  Capitalized
terms  used  herein  and  not  otherwise  defined  shall  have the same meanings
assigned  to  them  in  the  Credit  Agreement.

     In  our examination we have assumed the genuineness of all signatures other
than  the  Borrower's,  due execution and delivery by all parties other than the
Borrower  of  all  documents  submitted to us, the authenticity of all documents
submitted  to us as originals and the conformity to authentic original documents
of  all documents submitted to us as certified, conformed or photostatic copies.
As  to questions of fact material to this opinion, we have relied, to the extent
we  deem  appropriate,  upon  the  certificates  of  governmental officials.  As
special  counsel  for  Borrower,  we have examined the Credit Agreement and such
other  documents and have conducted such other investigations of fact and law as
we  consider  necessary  to  enable  us  to  give  this  opinion.

Based  upon  the  foregoing  and  subject in all respects to the qualifications,
limitations,  conditions, assumptions and exceptions herein expressed, it is our
opinion  that:

     1.     Each  of  the  Borrower  and  its  Material  Subsidiaries (i) to our
current  actual  knowledge,  without  independent  investigation, qualified as a
foreign  corporation  and  to  do  business  in  and  in  good  standing in each
jurisdiction  where  failure  to  qualify  would  have a Material Adverse Effect
(other  than  Equatorial  Guinea);  and  (ii)  to  our current actual knowledge,
without  independent  investigation,  has  the  requisite  corporate  power  and
authority  to own its properties, to lease the property it operates under lease,
and  to  conduct  its  business  as  presently  conducted.

     2.     The  execution,  delivery and performance of the Credit Agreement by
Borrower  (I) will not, violate any law or regulation, or, to our current actual
knowledge,  any order or decree, of any court or governmental instrumentality of
the  State of New York, the State of Texas or the United States of America; (ii)
will  not,  to  our current actual knowledge, without independent investigation,
conflict with or result in the breach or termination of, or constitute a default
under,  any  indenture,  mortgage,  deed  of  trust,  lease,  agreement or other
instrument  binding  upon  the Borrower or any of its Subsidiaries or any of its
assets,  or give rise to a right thereunder to require any payment to be made by
the  Borrower  or any of its Subsidiaries; (iii) will not, to our current actual
knowledge,  without  independent  investigation,  result  in  the  creation  or
imposition  of  any  Lien  upon  any  of  the property of Borrower or any of its
Subsidiaries, pursuant to any such agreement or instrument referred to in clause
(ii)  above; and (iv) do not require the consent or approval of, or registration
or filing with, or any other action by, any governmental body, agency, authority
of  the State of New York, the State of Texas or United States of America except
such  as  have been obtained or made and are in full force and effect or, to our
current  actual  knowledge  without independent investigation, any other Person,
other  than  those  previously  obtained  and  in  full  force  and effect or as
disclosed  in  the  Loan  Documents.

     3.     The  Credit  Agreement has been duly executed and delivered by or on
behalf  of  Borrower.  Assuming  the  corporate  power  and due authorization of
Borrower  and  that  the  execution,  delivery  and  performance  of  the Credit
Agreement  is  not  in  contravention  of  any  provision  of its Memorandum and
Articles  of  Association,  the Credit Agreement constitutes a valid and binding
agreement  of  Borrower  enforceable  in  accordance  with  its  terms.

     4.     Neither  the  Borrower nor, to our current actual knowledge, without
independent investigation, any of its Subsidiaries is an "investment company" as
defined in the Investment Company Act of 1940, as amended.  Neither the Borrower
nor  any of its Subsidiaries is a 'holding company" as defined in our subject to
regulation  under  the  Public  Utility  Holding  Company  Act  of  1934.

     5.     To  the  best  of  our current actual knowledge, without independent
investigation,  no  action,  claim or proceeding, other than as set forth in the
Loan Documents, is now pending or threatened against Borrower, at law, in equity
or otherwise, before any Governmental Authority, which, if determined adversely,
could  reasonably  be expected to have a Material Adverse Effect or that involve
the  Credit  Agreement  or  the  Loan  Documents.

     The  opinions  set  forth above are limited by, subject to and based on the
following:

     (a)     The  opinions  are limited in all respects to the laws of the State
of  Texas,  State  of  New  York and applicable federal law.  We are licensed to
practice  law  in the State of New York and Texas only and do not hold ourselves
out  to  be experts on the laws of any jurisdiction other than the States of New
York  and  Texas  and  the  United  States  of  America.

     (b)     With  respect  to the opinions expressed in paragraphs 1(i), 1(ii),
2(i) through (iv) and 5 above, we advise you that we act only as special counsel
to  Borrower for certain matters and do not represent them in all of their legal
matters.  "Current  actual  knowledge"  as  expressed  therein  means  that  no
information  has  come  to the attention of the attorneys of this firm currently
engaged  in  this  representation  that  would  give us present knowledge of the
existence  or  absence  of  facts  that  would  render the opinions expressed in
paragraphs  1(i),  1(ii),  2(i) through (iv) and 5 above to be untrue.  "Without
independent  investigation"  as  expressed  therein  means  that  we  have  not
investigated  or reviewed material which is not in our possession as a result of
our  retention  in connection with this loan facility or other matters for which
we  have  been  presently  retained  by  the  Borrower.

     (c)     Our  opinions  set  forth  in  paragraph  3  above  concerning  the
enforceability  of the Credit Agreement may be limited by and are subject to (i)
applicable  bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium,  marshaling and similar laws affecting the enforcement of creditors'
rights  and  remedies  generally  (including but not limited to such as may deny
giving  effect to waivers or debtors' rights), (ii) general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity  or at law), and (iii) other applicable federal and state laws, statutes,
ordinances,  rules,  regulations,  judicial  decisions  and  constitutional
requirements  may  delay  but  should  not  materially  diminish  the  practical
realization  of  the  enforceability  of  such  obligation,  right  or  remedy.

     (d)     We  express  no  opinion  as  to  (i)  the  enforceability  of  any
particular  provision  of  the Credit Agreement (A) against any party other than
Borrower,  (B)  relating  to waivers of defenses, of rights to trial by jury, or
rights  to object to jurisdiction or venue and other rights or benefits bestowed
by  operation  of law, (C) waivers of provisions which are not capable of waiver
under  applicable  law,  (D)  grants  of  powers of attorney, or (E) exculpation
clauses,  indemnity clauses to the extent violative of  public policy or clauses
relating  to  releases  or  waivers  of  unmatured rights or claims, or (ii) the
availability  of  any  specified  equitable  relief  of  any  kind.

     (e)     The  opinions contained herein are limited to the matters expressly
set  forth  in  paragraphs  1  through 5 above, and no opinion may be implied or
inferred  beyond  the  matters  expressly  so  stated.

     (f)     The  opinions  herein expressed are given as of the date hereof and
we  assume  no  obligation  to  update or supplement such opinion to reflect any
facts  or  circumstances that may hereafter come to our attention or any changes
in  law  which  may  hereafter  occur.

     (g)     The  opinions  herein  expressed are for the benefit of the Lenders
and  the Administrative Agent and their successors and assigns and may be relied
upon  only  by the Lenders and the Administrative Agent and their successors and
assigns  and  only  in  consummating  the  transactions  evidenced by the Credit
Agreement.


                              Very  truly  yours,

                              JACKSON  WALKER  L.L.P.



                              By:  _________________________________________
                                   Lawrence  A.  Waks,  Partner



                              By:  _________________________________________
                                   Bryan  C.  Birkeland,  Partner










<PAGE>

                                                                     EXHIBIT B-2

                                     WALKERS
                                Attorneys-at-Law

                           WALKER HOUSE, P.O. BOX 265
                            GEORGE TOWN, GRAND CAYMAN
                                 CAYMAN ISLANDS
                     TEL: (345) 949-0100 FAX: (345) 949-7886
                           Internet:- walker@candw.ky

                                                       Our ref:GWP/dw/T183-10663
January[  ],  2000


THE  CHASE  MANHATTAN  BANK
ONE  CHASE  MANHATTAN  PLAZA
8TH  FLOOR,  NEW  YORK,  NEW  YORK
10018
(THE  "BANK")

Dear  Sirs,

We  have been asked to provide this legal opinion to you with regard to the laws
of  the  Cayman Islands in relation to the Credit Agreement dated ________, 2000
being  entered  into by TRITON ENERGY LIMITED (the "Company"), the Lenders named
therein  and  the  Bank  as  Administrative  Agent  (the  "Agreement").

For  the  purposes of giving this opinion, we have examined the documents listed
in  Schedule  1  hereto.

In giving this opinion we have relied upon the assumptions set out in Schedule 2
hereto,  which  we  have  not  independently  verified.

We  are  Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws  other  than  the laws of the Cayman Islands in force and as interpreted at
the  date  hereof.  Except as explicitly stated herein, we express no opinion in
relation  to  any representation or warranty contained in the Agreement nor upon
the  commercial  terms  of  the  transactions  contemplated  by  the  Agreement.

Based  upon the foregoing examinations and assumptions and upon such searches as
we  have  conducted  and  having  regard  to  legal considerations which we deem
relevant, and subject to the qualifications set out in Schedule 3 hereto, we are
of  the  opinion  that  under  the  laws  of  the  Cayman  Islands:

1.     The  Company  is  a  company duly incorporated, validly existing and in
good  standing under the laws of the Cayman Islands and has full power and legal
right  to execute and deliver the Agreement and to perform the provisions of the
Agreement  to  be  performed  on  its  part.

2.     The  Agreement has been duly authorized and executed and when delivered
by  the Company, will constitute the legal, valid and binding obligations of the
Company  enforceable  in  accordance  with  its  terms.

3.     The  execution,  delivery  and  performance  of  the  Agreement,  the
consummation  of the transactions contemplated thereby and the compliance by the
Company  with  the  terms  and  provisions  thereof  do  not:

     (i)     contravene  any  law or regulation of the Cayman Islands applicable
to  the  Company;  or

     (ii)     contravene  the  Memorandum  and  Articles  of  Association of the
Company.

4.     Neither the execution, delivery or performance of the Agreement nor the
consummation  or  performance of any of the transactions contemplated thereby by
the  Company,  requires  the consent or approval of, the giving of notice to, or
the  registration  with,  or  the  taking  of any other action in respect of any
Cayman  Islands  governmental  or  judicial  authority  or  agency.

5.     The  law  chosen by the Agreement to govern its interpretation would be
upheld  as a valid choice of law in any action on that document in the courts of
the  Cayman  Islands.

6.     There  are  no  stamp  duties (other than the stamp duties mentioned in
qualification  2  in  Schedule  3  hereto),  income taxes, withholdings, levies,
registration  taxes, or other duties or similar taxes or charges now imposed, or
which  under  the  present laws of the Cayman Islands could in the future become
imposed,  in connection with the enforcement or admissibility in evidence of the
Agreement  or  on  any  payment  to  be  made by the Company or any other person
pursuant  to  the  Agreement.

7.     None  of  the  parties  to the Agreement (other than the Company) is or
will  be  deemed to be resident, domiciled or carrying on business in the Cayman
Islands by reason only of the execution, delivery, performance or enforcement of
the  Agreement.

8.     A judgement obtained in a foreign court will be recognized and enforced
in  the  courts  of the Cayman Islands without any re-examination of the merits:


     (a)     at common law, by an action commenced on the foreign judgement debt
in  the  Grand  Court of the Cayman Islands, where the judgement is final and in
respect of which the foreign court had jurisdiction over the defendant according
to  Cayman  Islands  conflict  of  law  rules  and  which  is  conclusive, for a
liquidated  sum not in respect of penalties or taxes or a fine or similar fiscal
or  revenue obligations, and which was neither obtained in a manner, nor is of a
kind enforcement of which is contrary to natural justice or the public policy of
the  Cayman  Islands;  or

     (b)     by  statute,  registration in the Grand Court of the Cayman Islands
and  execution as if it were a judgement of the Grand Court, where the judgement
is a judgement of a superior court of any state of the Commonwealth of Australia
which  is  final  and  conclusive  for a sum of money not in respect of taxes or
other  charges  of  a  like  nature  or in respect of a fine, penalty or revenue
obligation  and  which  remains  enforceable  by execution in that jurisdiction.

9.     It  is  not necessary or advisable under the laws of the Cayman Islands
that the Agreement or any document relating thereto be registered or recorded in
any  public  office  or  elsewhere  in the Cayman Islands in order to ensure the
validity,  effectiveness  or  enforceability  of  the  Agreement.

10.    The  Company  has executed an effective submission to the jurisdiction
of  the  courts  of  the  jurisdiction  specified  in  the  Agreement.

11.    The Company is subject to civil and commercial law with respect to its
obligations under the Agreement and neither the Company nor any of its assets is
entitled  to  immunity  from suit or enforcement of a judgment on the grounds of
sovereignty  or  otherwise  in  the  courts of the Cayman Islands in proceedings
against  the  Company  in  respect of any obligations under the Agreement, which
obligations  constitute  private and commercial acts rather than governmental or
public  acts.

12.    There are no actions, suits or proceedings pending against the Company
before  any  court  in  the Cayman Islands and no steps have been, or are being,
taken  to compulsorily wind up the Company and no resolution to voluntarily wind
up  the  Company  has  been  adopted  by  its  members.

13.    A  judgment  of  a  court  in the Cayman Islands may be expressed in a
currency  other  than  Cayman  Islands  dollars.

14.    On  a liquidation of the Company, claims against the Company under the
Agreement  to which it is party will rank at least pari passu with the claims of
                                                   ---- -----
all  other  unsecured  creditors  (other  than  those  preferred  by  law).

This  opinion  is  limited  to  the  matters referred to herein and shall not be
construed  as  extending to any other matter or document not referred to herein.
This  opinion  is  given  solely  for your benefit and the benefit of your legal
advisers  acting in that capacity in relation to this transaction and may not be
relied  upon by any other person without our prior written consent. This opinion
is  governed by and shall be construed in accordance with the laws of the Cayman
Islands.

                                             Yours  faithfully,

                                             WALKERS

<PAGE>




                                   SCHEDULE  1

                           LIST OF DOCUMENTS EXAMINED

(1)          the  Memorandum  and  Articles  of  Association  of  the Company;

(2)          a  Certificate of Good Standing  in respect  of the Company dated
__________,  2000  issued  by  the  Registrar  of  Companies;

(3)          an executed copy of a Secretary's Certificate dated ______, 2000
containing  certified  resolutions of the Board of Directors of the Company (the
"Resolutions");

(4)          the  executed  Agreement;  and

(5)          such other documents as we have considered necessary for the
purposes of  rendering  this  opinion.



<PAGE>
                                   SCHEDULE 2

     ASSUMPTIONS

The  opinions  hereinbefore  given  are  based  upon  the following assumptions:

                                       --
1.     There  are  no  provisions  of the laws of any jurisdiction outside the
Cayman  Islands  which  would be contravened by the execution or delivery of the
Agreement  and  that, in so far as any obligation expressed to be incurred under
the  Agreement  is to be performed in or is otherwise subject to the laws of any
jurisdiction  outside the Cayman Islands, its performance will not be illegal by
virtue  of  the  laws  of  that  jurisdiction.

2.     The  Agreement  is  within  the capacity and powers of and have been or
will  be  duly authorised, executed and delivered by each of the parties thereto
(other  than  the  Company) and constitute or will, when executed and delivered,
constitute  the  legal,  valid  and  binding  obligations of each of the parties
thereto  enforceable  in  accordance with their terms as a matter of the laws of
all  relevant  jurisdictions  (other  than  the  Cayman  Islands).

3.     The  choice  of  the  laws  of  the jurisdiction selected to govern the
Agreement  has  been  made  in  good  faith  and will be regarded as a valid and
binding  selection  which  will be upheld in the courts of that jurisdiction and
all  other  relevant  jurisdictions  (other  than  the  Cayman  Islands).

4.     All  authorisations,  approvals,  consents,  licences  and  exemptions
required by and all filings and other requirements of each of the parties to the
Agreement  outside  the  Cayman  Islands  to  ensure  the legality, validity and
enforceability  of  the  Agreement  have  been or will be duly obtained, made or
fulfilled  and  are  and  will  remain  in  full  force  and effect and that any
conditions  to  which  they  are  subject  have  been  satisfied.

5.     All  conditions  precedent contained in the Agreement have been or will
be  satisfied  or  waived.

6.     No  disposition  of property effected by the Agreement is made wilfully
to  defeat  an  obligation  owed  to  a  creditor  and  at  an  undervalue.

7.     The  Company  was on the date of execution of the Agreement able to pay
its  debts  as  they became due from its own moneys, and that any disposition or
settlement  of  property effected by the Agreement is made in good faith and for
valuable  consideration.

8.     The  Agreement  has  not  been nor will be executed or delivered in the
Cayman  Islands.

9.     All original documents are authentic, that all signatures and seals are
genuine,  that  all  documents purporting to be sealed have been so sealed, that
all  copies  are  complete  and conform to their original and that the Agreement
conform  in  every material respect to the latest drafts of the same produced to
us.

10.    The  Minute  Book of the Company examined by us on __________, 2000 at
its  Registered  Office  contains a complete and accurate record of the business
transacted  by  it.

11.    The  corporate  records  of  the Company examined by us on __________,
2000  at  its  Registered  Office constitute its complete and accurate corporate
records  and  that  all  matters  required  by law to be recorded therein are so
recorded.

12.    The Cause List and the Register of Writs and other Originating Process
of the Cayman Islands Grand Court maintained by the Clerk of the Courts examined
by  us  at the Courts Office on _________, 2000, constitute a complete record of
the  proceedings  before  the  Grand  Court  of  the  Cayman  Islands.

13.    None  of  the  parties  to  the  Agreement  is

     (a)     a  "person  in Iraq" as that term is defined in The Iraq and Kuwait
(United  Nations  Sanctions)  (Dependent  Territories)  Order  1990 or an "Iraqi
person"  as  defined  in  The  Iraq  (United  Nations) (Sequestration of Assets)
(Dependent  Territories) Order 1993 or a person resident in the Republic of Iraq
for  the  purposes  of  The  Caribbean Territories (Control of Gold, Securities,
Payment  and  Credits:  Kuwait  and  Republic  of  Iraq)  Order  1990;  or

     (b)     a  "person  connected  with  Libya"  as that term is defined in The
Libya  (United  Nations  Sanctions)  (Dependent  Territories)  Order  1992.

14.     abThe  meeting  of  the Board of Directors at which the Resolutions were
duly  adopted was called and held in accordance with the Articles of Association
of  the  Company.



<PAGE>
                                   SCHEDULE 3

                                 QUALIFICATIONS

The  opinions  hereinbefore  given  are subject to the following qualifications:


1.     The term "enforceable" as used above means that the obligations assumed
by  the Company under the Agreement are of a type which the courts of the Cayman
Islands  enforce;  it  does  not mean that those obligations will necessarily be
enforced  in  all  circumstances  in accordance with their terms. In particular:

     (a)     enforcement  may be limited by bankruptcy, insolvency, liquidation,
reorganisation  and  other  laws of general application relating to or affecting
the  rights  of  creditors;

     (b)     enforcement  may  be  limited by general principles of equity;

     (c)     claims  may become barred under statutes of limitation or may be or
become  subject  to  defenses  of  set-off  or  counterclaim;

     (d)     where obligations are to be performed in a jurisdiction outside the
Cayman  Islands, they may not be enforceable in the Cayman Islands to the extent
that  performance  would  be  illegal  under  the  laws  of  that  jurisdiction;

     (e)     an  award  of  a  court of the Cayman Islands may be required to be
made  in  Cayman  Islands  dollars;

     (f)     to the extent that any provision of the Agreement is adjudicated to
be  penal  in  nature,  it  will  not be enforceable in the courts of the Cayman
Islands;  in  particular,  the  enforceability of any provision of the Agreement
which  imposes  additional obligations in the event of any breach or default, or
of  payment  or prepayment being made other than on an agreed date maybe limited
to  the extent that it is subsequently adjudicated to be penal in nature and not
an  attempt  to  make  a  reasonable  pre-estimate  of  loss;

     (g)     to  the extent that the performance of any obligation arising under
the  Agreement  would be fraudulent or contrary to public policy, it will not be
enforceable  in  the  courts  of  the  Cayman  Islands;  and

     (h)     a  Cayman  Islands  court  will  not  necessarily  award  costs  in
litigation  in  accordance  with  contractual  provisions  in  this  regard.

2.     Cayman  Islands stamp duty will be payable if the Agreement is executed
in,  brought  to,  or  produced  before a court of the Cayman Islands. Such duty
would  be  nominal  except  in  the  case  of:

     (a)     a  legal or equitable mortgage or charge of immovable property or a
debenture:

          (i)     where  the  sum secured is CIS300,000 (US$360,000) or less, in
which  case  such  duty  would  be  1%  of  the  sum  secured;

          (ii)    where  the  sum secured is more than CIS300,000 (US$360,000),
in  which  case  such  duty  would  be  1.5%  of  the  sum  secured;


     (b)    a  legal or equitable mortgage of movable property (not including a
debenture),  in  which  case  such  duty  would  be  1.5%  of  the  sum secured;

     (c)    a bill of sale by way of security, in which case such duty would be
1  %  of  the  sum  secured;

PROVIDED  that  no  duty shall be payable where the property is situated outside
the  Cayman  Islands  and  that  in  the case of a mortgage of moveable property
situated  in the Cayman Islands granted by an exempted company or by an ordinary
non-resident  company  (as defined in the Companies Law (1995 Revision)) or by a
body corporate incorporated outside the Cayman Islands, the maximum duty payable
shall  be  CI$500.00.  (US$600.00).

3.     A  certificate,  determination, calculation or designation of any party
to  the  Agreement  as  to any matter provided therein might be held by a Cayman
Islands  court  not  to  be  conclusive,  final and binding, notwithstanding any
provision  to  that effect therein contained, if, for example, it could be shown
to have an unreasonable, arbitrary or improper basis or in the event of manifest
error.

4.     If  any  provision  of  the Agreement is held to be illegal, invalid or
unenforceable, severance of such provision from the remaining provisions will be
subject  to  the  discretion  of  the  Cayman  Islands  courts.

5.     To  maintain  the Company in good standing under the laws of the Cayman
Islands,  annual  filing  fees must be paid and returns made to the Registrar of
Companies.

6.     Any term of the Agreement may be amended orally by the parties thereto,
notwithstanding  provisions  to  the  contrary  contained  therein.

7.     Notwithstanding  any  purported  date  of  execution  in  any  of  the
Agreement,  the rights and obligations therein contained take effect only on the
actual  execution  and  delivery thereof but the Agreement may provide that they
have  retrospective  effect  as  between  the  parties  thereto  alone.

8.     The  effectiveness  of terms in the Agreement excusing any party from a
liability  or  duty  otherwise  owed  or  indemnifying  that  party  from  the
consequences  of  incurring such liability or breaching such duty are limited by
law.


<PAGE>
                                                                   EXHIBIT  C

                                BORROWING REQUEST


                                     [DATE]



The  Chase  Manhattan  Bank,  as  Administrative  Agent  under  the  Credit
   Agreement  referred  to  below
One  Chase  Manhattan  Plaza,  8th  Floor
New  York,  New  York  10081

     Attention:  Michael  Cerniglia

Ladies  and  Gentlemen:

     The  undersigned  refers  to  the Credit Agreement dated as of February 29,
2000  (such  Credit  Agreement,  as  it  may  hereafter  be amended or otherwise
modified  from time to time, being referred to herein as the "Credit Agreement",
the  terms  defined  therein  being used herein as therein defined) among Triton
Energy  Limited,  a  Cayman  Islands company, other financial institutions party
("Lenders"),  and  The  Chase  Manhattan  Bank, as administrative agent for such
Lenders  ("Administrative  Agent")  and  hereby  gives  you notice, irrevocably,
pursuant  to  Section  2.03  of the Credit Agreement that the undersigned hereby
requests  a  Borrowing  under  the Credit Agreement, and in that connection sets
forth  below  the  information  relating  to  such  Borrowing  (the  "Proposed
Borrowing")  as  required  by  Section  2.03  of  the  Credit  Agreement:

     (i)     The Business Day of the Proposed Borrowing is     , _________.

     (ii)    The  Type  of  Advances  comprising the Proposed Borrowing is [ABR
Loans]  [Eurodollar  Loans].

     (iii)   The  aggregate  amount  of  the  Proposed  Borrowing  is
$____________________.

     (iv)    The location and number of the Borrower account to which funds are
to  be  transferred  is  ___________.

     (v)     The  Borrowing Base Utilization on the Business Day of the Proposed
Borrowing  (after  giving  effect  to  the  Proposed  Borrowing)  is  _____%.

     (vi)    The  amount  of  Outside  LC  Exposure  on the Business Day of the
proposed  Borrowing  is  ___________________.

     [(vii)  The Interest Period for each Eurodollar Loan made as part of the
Proposed  Borrowing  is  _____  months.]

                                   Very  truly  yours,


                                   TRITON  ENERGY  LIMITED



                                   By:_______________________________________
                                   Name:  ____________________________________
                                   Title: ____________________________________



<PAGE>
                                                                       EXHIBIT D

                            INTEREST ELECTION REQUEST


                                      [Date]



The  Chase  Manhattan  Bank,  as  Administrative  Agent  under  the  Credit
   Agreement  referred  to  below
One  Chase  Manhattan  Plaza,  8th  Floor
New  York,  New  York  10081

     Attention:  Michael  Cerniglia

Ladies  and  Gentlemen:

     The  undersigned  refers  to  the Credit Agreement dated as of February 29,
2000  (such  Credit  Agreement,  as  it  may  hereafter  be amended or otherwise
modified  from time to time, being referred to herein as the "Credit Agreement",
the  terms  defined  therein  being used herein as therein defined) among Triton
Energy  Limited,  a  Cayman  Islands company, other financial institutions party
("Lenders"),  and  The  Chase  Manhattan  Bank, as administrative agent for such
Lenders  ("Administrative  Agent")  and  hereby  gives  you notice, irrevocably,
pursuant  to  Section  2.06  of the Credit Agreement that the undersigned hereby
makes  an  Interest  Election  Borrowing under the Credit Agreement, and in that
connection  sets  forth  below  the  information  relating  to such Borrowing as
required  by  Section  2.06  of  the  Credit  Agreement:

     (i)     The Borrowing (or portion thereof)* to which this Interest Election
applies  is  _______________.

     (ii)    The  effective date (which must be a Business Day) of the election
is  ______________________.

     (iii)   The  resulting  Borrowing  will be an [ABR Borrowing] [Eurodollar
Borrowing].

     (iv)    The  Borrowing  Base  Utilization  on  the  effective  date of the
election  is  (after  giving  effect to any new Borrowings on such date) is __%.

     [(v)    The  Interest  Period  Applicable  to  the Eurodollar Borrowing is
__________________________.]











*If  this  Interest  Election  applies  to only a portion of a Borrowing, submit
another  Interest  Election  for  the  remaining  portion  or  portions.