Credit Agreement


	Document 7.05
	



CREDIT AGREEMENT


dated as of December 15, 1999


among


ENSCO OFFSHORE COMPANY


as Shipowner


GOVCO INCORPORATED


as Primary Lender,


CITIBANK, N.A.,


as Alternate Lender,


CITIBANK INTERNATIONAL PLC


as Facility Agent


and


CITICORP NORTH AMERICA, INC.,


as Primary Lender Agent



	 



	

TABLE OF CONTENTS


 

 







			 
	1.02	 	Principles of Construction	 	11	 
	4.02	 	Interest Payment	 	12	 
	6.02	 	Taxes	 	18	 
	6.04	 	Additional or Increased Costs	 	19	 
	7.01	 	Method of Payment	 	20	 


	 
	LIST OF EXHIBITS
	 
	EXHIBIT A  Bond Purchase Agreement
	EXHIBIT B  Form of Bond
	EXHIBIT C  Certificate Authorizing Advances



	
        THIS CREDIT
AGREEMENT, dated as of December 15, 1999, by and among ENSCO OFFSHORE COMPANY, a
Delaware corporation (the “Shipowner”), GOVCO INCORPORATED, a Delaware
corporation (the “Primary Lender”), CITIBANK, N.A., a national banking
association (the “Alternate Lender”), CITIBANK INTERNATIONAL PLC, a
bank organized under the laws of England, as facility agent for both the Primary
Lender and the Alternate Lender and their respective successors and assigns (in
such capacity, the “Facility Agent”), and CITICORP NORTH AMERICA,
INC., a Delaware corporation, as administrative agent for the Primary Lender and
its commercial paper holders (in such capacity, the “Primary Lender
Agent”). 


BACKGROUND


WHEREAS:


        (A) by this
Agreement, the Lenders have agreed to establish a credit facility (the
“Credit Facility”) in the aggregate amount of up to One Hundred
Ninety-Four Million Eight Hundred Fifty-Five Thousand Dollars ($194,855,000),
pursuant to which (i) the Primary Lender may, in its discretion, subject to the
terms and conditions hereof, extend financing to the Shipowner for the
manufacture, construction, fabrication, financing and purchase by the Shipowner
of the Vessel and (ii) if the Primary Lender chooses at any time not to extend
any such financing for the Vessel, then, subject to the terms and conditions
hereof, the Alternate Lender shall, if before the earlier of either June 30,
2002, or the first Payment Date which occurs eighteen months or more after the
Delivery Date, extend such financing or any undisbursed portion thereof; 


        (B) the
establishment of the Credit Facility is made in reliance upon the commitment of
the United States to guarantee under Title XI of the Merchant Marine Act of
1936, as amended, the payment of the unpaid interest on, and the unpaid balance
of, the principal of the Floating Rate Note, including interest accruing between
the date of an Indenture Default under the Floating Rate Note and the payment in
full of the Guarantee; 


        (C) a condition
to the Lenders’ extension of the Credit Facility under this Agreement is
the timely receipt of Certificates Authorizing Advances and the issuance of the
Guarantee of the Floating Rate Note; and 


        (D) the Credit
Facility may be utilized by the Shipowner in accordance with the terms and
conditions of this Agreement. 


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


        SECTION 1. DEFINITIONS
AND PRINCIPLES OF CONSTRUCTION


        1.01 Defined Terms.  For the purposes of this Agreement,  unless  otherwise
defined herein, the following terms shall have the following meanings:


        “Accelerated
Repayment” shall have the meaning set forth in Section 4.02(b) of this
Agreement. 


        “Act”
shall mean the Merchant Marine Act, 1936, as amended, and in effect on each
Closing Date. 


        “Advance
Date” shall mean, in relation to any Advance, the Business Day on which the
applicable Lender shall make such Advance. 


        “Advances”
shall have the meaning set forth in Section 2.03 of this Agreement. 


        “Affiliate”
or “Affiliated” shall mean any Person directly or indirectly
controlling, controlled by, or under common control with, another Person. 


        “Agents”
shall mean the Facility Agent and the Primary Lender Agent collectively. 


        “Agreement”
or “Credit Agreement” shall mean this Credit Agreement dated as of
December 15, 1999 among the Agents, the Shipowner, the Primary Lender and the
Alternate Lender, including any attachment thereto, as the same may be amended,
modified or supplemented in accordance with the application provisions thereof. 


        “Alternate
Lender” shall mean Citibank, N.A., a national banking association, and its
successors and permitted assigns under Section 11.03. 


        “Applicable Interest Rate”
shall mean


        (a) with respect
to any portion of the Credit Facility that is funded by the Primary Lender
through its issuance of commercial paper notes and so long as the Primary Lender
is the holder of the indebtedness related to such funded portion, the
“Applicable Interest Rate” defined in the Indenture pursuant to clause
(ii) (a) of the definition thereof (without giving effect to any amendments
after the date hereof); and 


        (b) with respect
to any portion of the Credit Facility that is funded by the Alternate Lender or
to the extent that a portion of the Credit Facility held by the Primary Lender
is assigned to the Alternate Lender or to any other assignee, then, from and
after the applicable Advance Date or the effective date of such assignment, as
the case may be, a rate per annum equal to the “Applicable Interest
Rate” defined in the Indenture pursuant to clause (ii) (b) of the
definition thereof (without giving effect to any amendments after the date
hereof). 


        Notwithstanding
any other provision hereof or the Indenture, the Applicable Interest Rate shall
not include the Post Maturity Interest Rate described in Section 4.02(b). 


        “Authorization
Agreement” shall mean the Authorization Agreement, Contract No. MA-13551,
dated the Closing Date, between the Secretary and the Indenture Trustee, whereby
the Secretary authorizes the Guarantee of the United States of America to be
endorsed on the Floating Rate Note, as the same is originally executed, or as
modified, amended or supplemented in accordance with the applicable provisions
thereof. 


        “Available
Amount” shall have the meaning set forth in Section 2.01 of this Agreement. 


        “Base
Rate” shall mean, for any Interest Period or any other period, a
fluctuating interest rate per annum as shall be in effect from time to time
which rate per annum shall at all times be equal to the higher of: 


        (a) the rate of
interest announced publicly by Citibank,  N.A. in New York,
New York, from time to time, as Citibank, N.A.'s base rate; or


        (b) 1/2 of one
percent per annum above the latest three-week moving average of secondary market
morning offering rates in the United States for three-month certificates of
deposit of major United States money market banks, such three-week moving
average being determined weekly on each Monday (or, if any such day is not a
Business Day, on the next succeeding Business Day) for the three-week period
ending on the previous Friday by Citibank, N.A. on the basis of such rates
reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York, or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank, N.A.
from three New York certificate of deposit dealers of recognized standing
selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of one
percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of
one percent. 


        “Benchmark
Rate” shall have the applicable meaning assigned to such term in the
Indenture as in effect on the date hereof. 


        “Bond
Purchase Agreement” shall mean a Bond Purchase Agreement substantially in
the form of Exhibit A hereto. 


        “Bonds”
shall mean each bond issued by the Shipowner substantially in the form of
Exhibit 2B to the Indenture, appropriately completed. 


        “Breakage
Fees” shall have the meaning set forth in the Indenture. 


        “Business Day”
shall mean any day on which dealings in Dollar deposits are carried on in the
London interbank market and on which commercial banks in London and New York
City are open for domestic and foreign exchange business. 


        “Certificate
Authorizing Advances” shall mean, with respect to an Advance, a certificate
from the Secretary authorizing such Advance in the form of Exhibit C hereto. 


        “Closing
Date” shall mean the date on which the Lenders fund the initial Advance or
Advances. 


        “Commercial
Paper” shall have the meaning set forth in the Indenture as in effect on
the date hereof. 


        “Credit
Facility” shall have the meaning set forth in Whereas Clause (A) of this
Agreement. 


        “Credit
Facility Amount” shall have the meaning set forth in Section 2.01 of this
Agreement. 


        “Delivery
Date” shall mean the date on which the Vessel has been delivered to and
accepted by the Shipowner. 


        “Depository
Agreement” shall mean the Depository Agreement, Contract No. MA-13555,
dated the Closing Date, among the Shipowner, Chase Bank of Texas, National
Association as Depository-Bailee, and the Secretary, as the same is originally
executed, or amended, modified or supplemented in accordance with the applicable
provisions thereof. 


        “Disposition
of Indebtedness” shall have the meaning set forth in Section 11.03 of this
Agreement. 


        “Dollars,
”“U.S. Dollars,”“U.S.D.,”“
U.S.”“$” shall mean the lawful currency of the United States of America.


        “EII”
shall mean Ensco International Incorporated, a Delaware corporation. 


        “EII
Guaranty” shall mean that certain Guaranty of even date herewith executed
by EII in favor of the Lenders and the Agents. 


        “EII’s
Financial Statements” shall have the meaning set forth in Section 8.01(h)
of this Agreement. 


        “Eurodollar
Reserve Percentage” shall mean with respect to any Interest Period or Post
Maturity Period the reserve percentage applicable to Citibank, N.A. during such
period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) (or if more than one such
percentage shall be so applicable, the daily average of such percentages for
those days in such period during which such reserve shall be so applicable) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or marginal reserve requirement) for Citibank, N.A. in
respect of liabilities or assets consisting of or including Eurocurrency
Liabilities as that term is used in Regulation D of the Board of Governors of
the Federal Reserve System as in effect from time to time. 


        “Event of
Default” shall have the meaning set forth in Section 9.01 of this
Agreement. 


        “Final
Advance Date” shall have the meaning set forth in Section 2.02 of this
Agreement. 


        “Financing
Offer” shall mean that certain letter agreement between Citicorp North
America, Inc., Citibank International PLC and the Shipowner dated as of May 18,
1999 in contemplation of the financing arrangements evidenced by this Agreement. 


        “Floating
Rate Note” shall mean a Note substantially in the form of Exhibit 2 to the
Indenture, appropriately completed. 


        “Governmental
Authority” shall mean the government of any country, any agency, department
or other administrative authority or instrumentality thereof, and any local or
other governmental authority within any such country. 


        “Guarantee”
or “Guarantees” shall mean the guarantee of the Floating Rate Note by
the United States of America pursuant to Title XI of the Act, as provided in the
Authorization Agreement. 


        “Guarantee
Commitment” shall mean the Commitment to Guarantee Obligations, Contract
No. MA-13550, dated as of the Closing Date, executed by the Secretary and
accepted by the Shipowner with respect to the Guarantees, as originally executed
or as modified, amended or supplemented in accordance with the applicable
provisions thereof. 


        “Guaranteed
Interest” shall mean the interest payable on the outstanding principal
amount of the Floating Rate Note, to the extent covered by the Guarantees, but
specifically excluding any interest obligations arising under Section 4.02(b). 


        “Holder”
shall mean each holder of a Floating Rate Note. 


        “Indemnified
Amounts” shall have the meaning set forth in Section 11.09 of this
Agreement. 


        “Indenture”
shall mean the Trust Indenture dated as of the Closing Date, between the
Shipowner, and the Indenture Trustee, as the same is originally executed, or as
modified, amended or supplemented in accordance with the applicable provisions
thereof. 


        “Indenture
Default” shall have the meaning specified in Article VI of Exhibit 1 to the
Indenture. 


        “Indenture
Trustee” shall mean Bankers Trust Company, a New York banking corporation,
and any successor trustee permitted under the Indenture. 


        “Interest
Payment Date” shall mean the date when any installment of interest on the
Floating Rate Note is due and payable. 


        “Interest
Period” shall have the meaning set forth in the Indenture. 


        “Lender”
shall mean either the Primary Lender or the Alternate Lender, as the case may
be. 


        “Lenders”
shall mean, collectively, the Primary Lender and the Alternate Lender. 


        “LIBOR”
shall, in relation to any Interest Period or to any Post-Maturity Period
occurring pursuant to Section 4.02(b) of this Agreement, have the meaning set
forth in the Indenture as in effect on the date hereof. 


        “Lien”
shall mean any lien, lease, mortgage, pledge, hypothecation, preferential
arrangement relating to payments, or other encumbrance or security interest. 


        “Liquidation
Fee” shall have the meaning set forth in the Indenture. 


        “Liquidation Period”
shall have the meaning set forth in the Indenture. 


        “Mandatory
Note Redemption Date” shall have the meaning set forth in the Indenture. 


        “Maturity”
shall mean the date on which the principal of, or interest on, the Floating Rate
Note becomes due and payable as therein provided, whether on a Payment Date, at
the Stated Maturity or by prepayment, repayment, redemption or declaration of
acceleration or otherwise. 


        “Mortgage”
shall have the meaning set forth in the Indenture. 


        “Other
Taxes” shall have the meaning set forth in Section 6.02(a) of this
Agreement. 


        “Outstanding
Principal” shall mean, with respect to the Floating Rate Note at any time,
the outstanding principal amount thereof. 


        “Payment
Date” shall mean the date when any installment of principal on the Floating
Rate Note is due and payable, which will be the date occurring six (6) months
after the Delivery Date or December 31, 2001, whichever is earlier, the date
which is six (6) months after such date, and each anniversary of the foregoing
dates; provided, that if any such day is not a Business Day, then the applicable
Payment Date shall be extended to the next succeeding Business Day. 


        “Payment
Default” shall have the meaning specified in Section 6.01(a) of Exhibit 1
to the Indenture. 


        “Person”
shall mean any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 


        “Post
Maturity Period” shall have the meaning set forth in Section 4.02(b) of
this Agreement. 


        “Primary
Lender” shall mean Govco Incorporated and any substitute Primary Lender
permitted under Section 11.03. 


        “Quotation
Date” shall have the meaning set forth in Section 4.02(b) of this
Agreement. 


        “Redemption”
shall mean with respect to the redemption of the Floating Rate Note, the
repayment or prepayment of the Floating Rate Note as applicable. 


        “Redemption
Date” shall mean a date fixed for the prepayment, repayment or redemption
of the Floating Rate Note by or pursuant to Section 4 of this Agreement, Article
Fourth of the Indenture, or Article III of Exhibit 1 to the Indenture. 


        “Redemption
Price” shall mean, the price at which the Floating Rate Note is to be
prepaid, repaid, or redeemed pursuant to Section 4 of this Agreement, Article
Fourth of the Indenture, or Article III of Exhibit 1 to the Indenture. 


        “Secretary”
shall mean the Secretary of Transportation or any official or official body from
time to time duly authorized to perform the duties and functions of the
Secretary of Transportation under Title XI of the Act (including the Maritime
Administrator, the Acting Maritime Administrator, and to the extent so
authorized, the Deputy Maritime Administrator and other officials of the
Maritime Administration). 


        “Secretary’s
Note” shall mean a promissory note issued and delivered by the Shipowner to
the Secretary described in Article Third of the Security Agreement and shall
also mean any promissory note issued in substitution for and replacement thereof
pursuant to the Security Agreement. 


        “Security
Agreement” shall mean the security agreement, dated the Closing Date,
executed by the Shipowner and the Secretary relating to the security in respect
to the Guarantees, as originally executed or as modified, amended or
supplemented in accordance with the applicable provisions thereof. 


        “Shipowner”
shall mean Ensco Offshore Company, a Delaware corporation, together with its
successors and assigns, provided that, in the event the Secretary assumes any
obligations of the Shipowner as contemplated by the provisions of Sections 6.09
of Exhibit 1 to the Indenture, the term “Shipowner” as used in this
Agreement shall not include the Secretary. 


        “Shipowner
Documents” shall mean the Security Agreement, the Mortgage, the Title XI
Reserve Fund and Financial Agreement, the Depository Agreement and the
Secretary’s Note. 


        “Shipyard”
shall mean Friede Goldman Offshore Texas, Limited Partnership, formerly known as
TDI-Halter, Limited Partnership, a Louisiana limited partnership. 


        “Stated
Maturity” shall mean the date determinable as set forth in the Floating
Rate Note as the final date on which the principal of such Note is due and
payable. 


        “Taxes”
shall have the meaning set forth in Section 6.02(a) of this Agreement. 


        “Title XI
Reserve Fund and Financial Agreement” shall mean that certain Title XI
Reserve Fund and Financial Agreement, Contract No. MA-13553, dated as of the
Closing Date, executed by the Shipowner and the Secretary, as amended, modified
or supplemented in accordance with the applicable provisions thereof. 


        “Transaction
Documents” shall mean this Agreement, the Floating Rate Note, the
Indenture, the Financing Offer, the EII Guaranty and all other instruments,
agreements and documents executed and/or delivered by or on behalf of the
Shipowner in connection with the foregoing, provided, however, that the term
Transaction Documents shall not include the Shipowner Documents. 


        “Trigger
Rate” shall have the applicable meaning assigned to such term in the
Indenture as in effect on the date hereof. 


        “United States”
shall mean the United States of America.


        “Unpaid
Amount” shall have the meaning set forth in Section 4.02(b) of this
Agreement. 


        “Vessel”
shall mean the semi-submersible drilling unit now known as ENSCO 7500 currently
under construction pursuant to the construction contract with the Shipyard. 


        1.02 Principles of Construction.


        (a) The meanings
set forth for defined terms in this Agreement shall be equally applicable to
both the singular and plural forms of the terms defined. 


        (b) The headings
of the Sections in this Agreement are included for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement. 


        (c) In the
computation of time periods from one specified date to a later specified date,
the word “from” shall mean “from and including” and the
words “to” and “until” shall each mean “to but
excluding”. 


        (d) References
to Sections, unless otherwise indicated, shall mean and be references to the
corresponding Sections of this Agreement. 


        SECTION 2. THE CREDIT FACILITY


        2.01 Amount. (a)
The Lenders hereby establish the Credit Facility, upon the terms and conditions
set forth in this Agreement, in favor of the Shipowner in the maximum aggregate
amount of up to One Hundred Ninety-Four Million Seven Hundred Thirty-Six
Thousand Dollars ($194,855,000), (as such amount may be reduced pursuant to
paragraph (b) below, the “Credit Facility Amount”), to enable the
Shipowner to finance the manufacture, construction, fabrication, financing and
purchase of the Vessel. The Primary Lender intends but is not obligated to fund
Advances through the issuance and sale of commercial paper. The Primary Lender
may, at its option, elect at any time not to fund any Advances or any portion
thereof, in which case the Alternate Lender will, subject to the terms and
conditions provided herein and so long as the Final Advance Date has not
occurred, be obligated to fund such Advances or the undisbursed portion thereof,
as applicable up to an amount (the “Available Amount”) equal to the
excess of the Credit Facility Amount over the aggregate cumulative amount of all
Advances previously made hereunder. 


        (b) The
Shipowner has the right, upon not less than ten (10) Business Days’ prior
written notice to the Facility Agent, to terminate in whole or reduce ratably in
part the Credit Facility Amount; provided, that the Shipowner may in no event
reduce the Credit Facility Amount to an amount less than the Outstanding
Principal. 


        2.02
Availability. Advances under the Credit Facility may, subject to the conditions
set forth in Section 5, be made on any Business Day up to and including the
Final Advance Date. The “Final Advance Date” shall mean the earliest
of (i) June 30, 2002, (ii) the first Payment Date which occurs eighteen months
or more after the Delivery Date, (iii) the date on which the Shipowner has
issued Bonds under the Indenture to refinance the Floating Rate Note or (iv) the
date on which the Available Amount has been reduced to zero. 


        2.03 Advances
and Minimum Amount of Utilizations. Upon satisfaction of the conditions set
forth in Sections 3.01, 5.01 and 5.02, advances shall be made from the Primary
Lender (or if the Primary Lender fails to make such advances, then from the
Alternate Lender) to the Shipowner (“Advances”) in accordance with
Section 3.01. Notwithstanding anything in this Agreement to the contrary, the
Shipowner may not request an Advance for an amount (a) less than One Million
Dollars ($1,000,000) or (b) more than the Available Amount. 


        2.04 Floating
Rate Note. The Shipowner agrees that to evidence its obligation to repay all
Advances made hereunder and to pay interest accrued thereon, it shall issue and
deliver to the Facility Agent the Floating Rate Note. Such Floating Rate Note
shall (i) be in the form of Exhibit 2A to the Indenture; (ii) bear the
Secretary’s Guarantee, and (iii) be valid and enforceable as to its
principal amount at any time to the extent of the aggregate amounts then
disbursed and outstanding thereunder. 


        2.05 Liquidation
Fee. If any of the Outstanding Principal is paid on any date other than an
Interest Payment Date or if an Interest Period ends on any date which is not an
Interest Payment Date pursuant to clause (iv) contained in the definition
thereof, then the Shipowner shall pay to the Facility Agent, for the benefit of
the Primary Lender, the Liquidation Fee, if any, owed on account of such
termination. Such Liquidation Fee shall be due and payable on demand. 


        SECTION 3. MAKING OF ADVANCES


        3.01 Borrowing
Procedures. Upon the Facility Agent’s receipt of a written request for an
Advance at least three (3) Business Days prior to the proposed advance date
setting forth the proposed amount of such Advance, the Facility Agent shall
notify the applicable Lender to disburse funds to the Shipowner in accordance
with the terms of such request and subject to the terms of this Agreement;
provided that, if the request for such Advance and the related Certificate
Authorizing Advance do not specify an Advance date, then the Advance Date shall
be the third Business Day (or such earlier or later Business Day as is requested
by the Shipowner and is acceptable to the Facility Agent and the applicable
Lender) following the Facility Agent’s receipt of such request. Promptly
following each Advance, the Facility Agent shall transmit to the Indenture
Trustee written confirmation that the Advance was made and the amount thereof,
together with a copy of the related Certificate Authorizing Advance. 


        SECTION 4. TERMS OF THE CREDIT FACILITY


        4.01 Principal
Repayment. The Shipowner shall repay the Outstanding Principal in three (3)
installments, two (2) successive semi-annual installments of $6,495,167 each,
with each such installment to be payable on a Payment Date, and on the earlier
of June 30, 2002 or the first Payment Date which occurs eighteen months or more
after the Delivery Date, the Shipowner shall repay in full the remaining
Outstanding Principal. 


        4.02 Interest Payment.


        (a) On each
Interest Payment Date, the Shipowner shall pay interest on the Outstanding
Principal, calculated at an interest rate per annum equal to the Applicable
Interest Rate therefor, as determined for each successive Interest Period. The
weighted average cost of Commercial Paper used to determine the Applicable
Interest Rate shall be determined by the Primary Lender Agent and the Primary
Lender Agent shall not later than five (5) Business Days prior to each Interest
Payment Date notify the Facility Agent, the Indenture Trustee and the Secretary
of the Applicable Interest Rate for the Interest Period to end on such Interest
Payment Date. In the event that the Primary Lender funds any Advances under the
Credit Facility and subsequently assigns the outstanding amounts thereof to the
Alternate Lender or another party, the interest rate on the Advances so assigned
shall be determined pursuant to clause (a) of the definition of “Applicable
Interest Rate” for the period prior to the effective date of such
assignment and pursuant to clause (b) of such definition for all periods after
such date. Interest on the Advances shall be paid on each Interest Payment Date. 


        (b) The
Shipowner shall pay to the Facility Agent for the benefit of the Person entitled
to any Unpaid Amount, on demand, interest on such Unpaid Amount (to the extent
permitted by applicable law) for each Post Maturity Period at an interest rate
per annum (the “Post-Maturity Interest Rate”) equal to two percent
(2%) above the interest rate otherwise then applicable under Section 4.02(a);
provided, that if such Unpaid Amount consists of principal on the Floating Rate
Note as to which Guaranteed Interest continues to accrue, the Post-Maturity
Interest Rate on such Unpaid Amount shall be limited to the incremental amount
of additional interest required to be paid under this Section 4.02(b) and shall
equal two percent (2.0%) per annum. In the absence of an Indenture Default, any
interest which shall have accrued under this Section 4.02(b) in respect of an
Unpaid Amount shall be due and payable and shall be paid by the Shipowner on
demand on such dates as the Person to whom such Unpaid Amount is owed may
specify by written notice to the Shipowner, or if there is an Indenture Default,
any interest which shall have accrued under this Section 4.02(b) in respect of
an Unpaid Amount shall be due and payable immediately and shall be paid by the
Shipowner without demand and any payment by, or on behalf of, the Shipowner
hereunder shall be governed by Section 7.02 and the provisions of the last
paragraph of Section 9.01. 


        As used herein,
“Unpaid Amount” means all or any part of principal, accrued interest,
fees or other amounts owing to either Agent or any Lender under this Agreement
or the Floating Rate Note which is not paid in full when and as due and payable,
whether at Stated Maturity, by acceleration or otherwise, or any sum due and
payable by the Shipowner to either Agent or any Lender under any judgment of any
court or arbitral tribunal in connection with this Agreement which is not paid
on the date of such judgment. “Post Maturity Period” shall mean with
respect to the period from the date an Unpaid Amount was due until such amount
shall have been paid in full, each successive period, the first of which shall
start on the date such Unpaid Amount was due (or the date of any such judgment
or arbitral award, if earlier) and each other of which shall start on the last
day of the preceding such period, and the duration of each of which shall be one
day, or if LIBOR applies, then from and including the Quotation Date for such
Post Maturity Period to but excluding the next Quotation Date or such other
duration selected by the Person to whom such Unpaid Amount is due, provided,
however, that in the case of any Accelerated Repayment, the first such Post
Maturity Period applicable thereto shall be of a duration equal to the unexpired
portion of its then applicable Interest Period; and provided, further, that in
the case of Post Maturity Periods of one day, interest which accrues during such
Post Maturity Period shall not begin to bear interest unless and until it
remains unpaid at the end of the then applicable Interest Period.
“Accelerated Repayment” shall mean any part of the principal of the
Floating Rate Note which became due and payable on a day other than its Payment
Date. “Quotation Date” in relation to any Post Maturity Period means
the day on which quotations would ordinarily be given by Citibank, N.A. in the
London interbank market for dollar deposits for delivery on the first day of
that period, provided, however, that if, for any such Post Maturity Period,
quotations would ordinarily be given on more than one date, the Quotation Date
for that period shall be the last of those dates. 


        4.03 Prepayment.
(a) The Shipowner may from time to time prepay all or part of the Outstanding
Principal evidenced by the Floating Rate Note, provided that: (i) any partial
prepayment shall be in a minimum principal amount of One Million Dollars
($1,000,000,) unless otherwise required by the Indenture; (ii) the Shipowner
shall have given the Facility Agent and the Indenture Trustee prior written
notice of the prepayment (which notice shall be given not less than five (5)
days nor more than sixty (60) days prior to the date of prepayment); (iii) the
Shipowner shall have paid in full all amounts due under this Agreement as of the
date of such prepayment, including, without limitation, interest which has
accrued to the date of prepayment on the amount prepaid and all other amounts
payable hereunder relating to the prepayment; (iv) any amount prepaid hereunder
may not be reborrowed; and (v) if the Primary Lender shall have funded the
Advance, pursuant to Section 2.01, which is to be prepaid, then Shipowner shall
pay to the Facility Agent, for the benefit of the Primary Lender, on demand, the
Liquidation Fee, if any, owed on account of such prepayment. 


        (b) The Floating
Rate Note shall be mandatorily prepayable under the circumstances and at the
times set forth in the Indenture. Without limiting the foregoing, (i) the
Shipowner shall, upon issuance of any Bonds, prepay the Outstanding Principal of
the Floating Rate Note in full and (ii) if the Shipowner receives written notice
that the applicable Benchmark Rate equals or exceeds the applicable Trigger
Rate, or if a Mandatory Note Redemption Date has otherwise occurred under the
Indenture, then, unless the Secretary has waived in writing the requirement
under the Indenture that the Floating Rate Note be redeemed on the Mandatory
Note Redemption Date, the Outstanding Principal of the Floating Rate Note shall
be due and payable in full on such Mandatory Note Redemption Date. Any amounts
so prepaid or repaid may not be reborrowed and each such mandatory prepayment
shall be accompanied by all interest which has accrued to the date of prepayment
on the amount prepaid, any Liquidation Fees payable on account of such
prepayment and any compensation owing to the Lenders on account of such
prepayment under Section 4.04. 


        (c) Upon
delivery to the Shipowner and the Secretary of the instrument satisfying and
discharging the Indenture contemplated by Section 12.01 of the Exhibit 1 to the
Indenture, all of the Shipowner’s indebtedness, liabilities and obligations
under this Agreement (including, without limitation, any payment obligations
under the Financing Offer incorporated into Section 6.01 of this Agreement)
shall become immediately due and payable without demand upon, or notice to, the
Shipowner. 


        (d)
Notwithstanding any other provision to the contrary herein, the Shipowner or the
Secretary (after the Secretary’s assumption of the Floating Rate Note
pursuant to Section 6.09 of Exhibit 1 to the Indenture) may from time to time
prepay all or part of the principal amount of the Floating Rate Note without any
prepayment penalty or premium in accordance with Article III of Exhibit 1 to the
Indenture except that the Shipowner (but not the Secretary) may be obligated as
a result of such prepayment to make any payments provided for under Section
4.03(a) above or Section 4.04 below. 


        4.04 Recapture.
(a) The Shipowner shall pay to the Facility Agent for the benefit of the
applicable Lender, upon the written request of such Lender, such amounts as
shall be sufficient (in the reasonable judgment of such Lender) to compensate
such Lender for any loss, expense or liability (including, without limitation,
any loss, expense or liability incurred by reason of the liquidation or
redeployment of deposits from third parties or in connection with obtaining
funds to make or maintain any Advance) which such Lender reasonably determines
is attributable to: 


        (i) any failure
to make scheduled payments on a Payment Date or any payment
due in connection with any Redemption; or


        (ii) any failure
by the Shipowner to borrow any Advance for which a written
request for Advance has been issued; or


        (iii) any
revocation of a notice of prepayment  given  pursuant to Section
4.03(a); or


        (iv) any
prepayment of the Floating Rate Note (including, without limitation, due to the
issuance of any Bonds) to the extent that (i) such Floating Rate Note (or the
portion so prepaid) is being funded by the Alternate Lender and (ii) such
prepayment is other than on an Interest Payment Date. 


        Any such written
request shall set forth in reasonable detail the basis of the calculation of
such loss, expense or liability. 


        (b) Without
prejudice to any other provision hereof (and at the Shipowner’s expense),
the Facility Agent and the Alternate Lender shall use such reasonable efforts as
each shall determine in its sole discretion to minimize any loss, expense or
liability under this Section 4.04; provided that neither the Facility Agent nor
any Lender shall be obligated to take any actions under this Section 4.04(b) if
the Facility Agent or such Lender has determined, in its sole discretion, that
such actions would cause it to incur any material costs or expenses or would
otherwise be disadvantageous to it in any material respect. 


        4.05 Limit of
United States Guarantee. None of the interest (other than Guaranteed Interest),
fees, and expenses arising under this Agreement and none of the Indemnified
Amounts, commissions, Liquidation Fees, Breakage Fees, compensation under
Section 4.04, Taxes, Other Taxes, default interest set forth herein, interest at
the Post-Maturity Interest Rate or any other charges, costs, expenses, or
indebtedness owed by the Shipowner under this Agreement to any Person (except
for indebtedness evidenced by the Floating Rate Note as described in the
immediately succeeding sentence) is guaranteed by the United States. The
Guarantee of the United States extends only to the principal and interest owed
under the Floating Rate Note and only to the extent specified therein. 


        SECTION 5. CONDITIONS PRECEDENT 


        5.01 Conditions
Precedent to Lender’s Obligations Under this Agreement. (a) The agreement
of the Primary Lender to make any Advances under this Agreement and any
obligations of the Alternate Lender to fund any Advances under this Agreement
shall be subject to the delivery to the Facility Agent of the following
documents on or before the Closing Date: 


        (i) This
Agreement, the Floating Rate Note and the EII Guaranty. This Agreement fully
executed by the parties hereto in form and substance satisfactory to the Agents
and the Lenders, which shall be in full force and effect, the Floating Rate Note
fully executed by the Shipowner, with the Guarantee thereon endorsed by, or on
behalf of, the United States; and the EII Guaranty, in form and substance
satisfactory to the Agents and the Lenders, fully executed by EII. 


        (ii) Existence.
Certificates of Incorporation and Certificates of good standing under the laws
of Delaware for each of the Shipowner and EII, evidencing the full power,
authority and legal right of each of the Shipowner and EII to own its property
and to carry on its business as now conducted. 


        (iii) Authority.
Certificates of director’s resolutions or other evidence in form and
substance satisfactory to the Agents of the authority of the Shipowner to
execute, deliver, perform and observe the terms and conditions of this
Agreement, the Floating Rate Note and the Indenture and of this Agreement and
the authority of EII to execute, deliver, perform and observe the terms and
conditions of the EII Guaranty and evidence of authority (including specimen
signatures) for each Person who, on behalf of the Shipowner or EII, signed this
Agreement, the Floating Rate Note, the Indenture and/or the EII Guaranty, as
applicable or will otherwise act as representatives of the Shipowner in the
operation of the Credit Facility. 


        (iv)
Governmental and Other Authorizations. Copies, certified as true copies by duly
authorized officers of the Shipowner and EII, of each consent, license,
authorization or approval of, and exemption by, any Governmental Authority and
any governmental authorities within the United States or elsewhere (except for
consents, licenses, authorizations, approvals or exemptions required in the
ordinary course of business from governmental authorities in connection with the
operation of the Vessel), which are necessary or advisable (i) for the
execution, delivery, performance and observance by the Shipowner of this
Agreement, the Floating Rate Note and the Indenture; (ii) the execution,
delivery, performance and observance by EII of the EII Guaranty and (iii) for
the validity, binding effect and enforceability of this Agreement, the Floating
Rate Note, the Indenture and the EII Guaranty as against the Shipowner or EII,
as applicable or, if no such consent, license, authorization, approval or
exemption is necessary, a written certification from the Shipowner to such
effect. 


        (v) Legal
Opinions. (1) Opinion of legal counsel for the Shipowner and EII concerning this
Agreement, the Floating Rate Note, the Indenture and the EII Guaranty, (2)
Opinion of Sidley & Austin addressed to the Agents and the Lenders
concerning this Agreement, the Indenture and the Floating Rate Note and (3)
Opinion of the Chief Counsel of the Maritime Administration dated the Closing
Date, signed by or on behalf of such Chief Counsel, addressed to the Agents and
the Lenders to the effect that the Guarantees and the Authorization Agreement
have been duly authorized, executed and delivered by the United States of
America, and constitute legal, valid and binding obligations of the United
States of America enforceable in accordance with their respective terms. 


        (vi)  Guarantee  Commitment.   A  copy  of  the  fully  executed  Guarantee
Commitment,  which  shall be in full force and effect  until  completion  of the
Closing. 


        (vii) Authorization  Agreement. The fully executed Authorization Agreement,
which shall be in full force and effect. 


        (viii)
Indenture. The fully executed Indenture, together with all Shipowner Documents
required under the Indenture to be executed on or before the Closing Date, all
of which shall be in full force and effect. 


        (ix) No
Proceedings Letter. A letter from the Secretary in the form of Exhibit B hereto
agreeing to be bound by the covenants set forth in Section 11.10 hereof
regarding the filing of certain proceedings against the Primary Lender. 


        (b) The
agreement of the Primary Lender to make any Advances under this Agreement and
any obligations of the Alternate Lender to fund any Advances under this
Agreement shall be subject to the following additional conditions precedent
being satisfied as of the Closing Date: 


        (i) Fees and
Expenses. All “Up-Front Fees” described in the Financing Offer and all
accrued fees and out-of-pocket expenses due and payable to the Facility Agent or
its counsel in accordance with the terms of the Financing Offer shall have been
fully paid or provisions satisfactory to the Facility Agent shall have been made
for payment of such amounts concurrently with the making of the initial Advance. 


        (ii) No
Restrictions. No law, regulation, ruling or other action of any Governmental
Authority shall be in effect or shall have occurred, the effect of which would
be to restrain, prevent or otherwise impose any materially adverse conditions on
any party’s ability to fulfill its obligations under this Agreement. 


        5.02 Conditions
Precedent to Each Advance Under this Agreement. The agreement of the Primary
Lender to fund any Advance under this Agreement and any obligations of the
Alternate Lender to fund any Advances under this Agreement (including in each
case the initial Advance) shall be subject to the following additional condition
precedent being satisfied as of the related Advance Date: 


        (a) Certificate
Authorizing Advance The Facility Agent shall have received from the Secretary a
Certificate Authorizing Advance on which certificate the Lenders and the Agents
may conclusively rely. 


        SECTION 6. FEES AND EXPENSES


        6.01 Fees. The
Shipowner shall pay or cause to be paid: (i), on the Closing Date, to the
Primary Lender Agent, the Up-Front Fee in the percentage described in the
Financing Offer based on the Credit Facility Amount; (ii) on each Payment Date
and on the date the Floating Rate Note is repaid in full, to the Facility Agent
for the benefit of the Alternate Lender, the Commitment Fee at the rate
described in the Financing Offer based on the average daily Available Amount
outstanding during the Interest Period then ending and calculated on the basis
of a 360 day year and actual days elapsed; and (iii) to the Person entitled
thereto such other fees, expenses and other amounts as are set forth in the
Financing Offer in each case when and as due in accordance with the terms
thereof, which payment terms are incorporated herein by this reference.


6.02  Taxes.


        (a) The
Shipowner agrees to pay all amounts owing by it under this Agreement (including,
without limitation, any amounts under the Financing Offer and owing under
Section 6.01 of this Agreement) or the Floating Rate Note free and clear of and
without deduction for any and all present and future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding in the case of any Lender, taxes imposed on its income and franchise
taxes imposed on it in lieu of income taxes and property by either (i) the
jurisdiction under the laws of which the Lender is organized or any political
subdivision thereof, or (ii) the jurisdiction of the Lender’s applicable
lending office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings, and liabilities being
hereinafter referred to as “Taxes”). In addition, the Shipowner agrees
to pay any present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder (including, without limitation, any payments made under Section 6.01)
or under the Floating Rate Note or from the execution, delivery, or registration
of, or otherwise with respect to, this Agreement or the Floating Rate Note
(hereinafter referred to as “Other Taxes”). 


        (b) The Shipowner further agrees:


        (i) that, if the
Shipowner is prevented by operation of law from paying any such Taxes or Other
Taxes, or if any such Taxes or Other Taxes are required to be deducted or
withheld from any amount otherwise payable by the Shipowner to either Agent or
any Lender under this Agreement (including, without limitation, under Section
6.01) or the Floating Rate Note, then the Shipowner will pay to such Agent or
such Lender, as applicable, an additional amount sufficient to enable such
Person to receive the same amount that it would have received on an after-tax
basis if such Taxes or Other Taxes had been payable or if such deduction or
withholding had not been required; 


        (ii) that the
Shipowner shall, at the request of the affected Lender or either Agent, execute
and deliver to such Lender such further instruments as may be necessary or
desirable to effect the payment of the increased amounts as provided for in
subsection (i) above, provided, however, that the Shipowner may not amend the
Floating Rate Note without the prior written consent of the Secretary; 


        (iii) that the
Shipowner shall hold the Agents and the Lenders harmless from and against the
full amount of Taxes and Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this Section
6.02) and any and all liabilities (including, without limitation, penalties,
interest and expenses) arising from, or with respect to, any Taxes or Other
Taxes (whether or not properly or legally asserted) and whether paid, or
payable, by the Shipowner, either Agent, any Lender or any other Person; 


        (iv) that, at
the request of the Facility Agent, the Shipowner shall provide the Facility
Agent within the later of thirty (30) calendar days after such request or thirty
(30) calendar days after the payment of such Taxes or Other Taxes, a document
evidencing the payment of such Taxes or Other Taxes by the Shipowner; and 


        (v) that each
payment under this Section 6.02 shall be made within ten (10) Business Days from
the date the Facility Agent makes written demand therefor. Each demand for
payment by the Facility Agent under this Section 6.02(b)(v) for amounts paid or
incurred by a Lender or Agent shall be accompanied by a certificate (with
accompanying documentation supporting the demand) showing in reasonable detail
the basis for and the calculation of the amounts demanded, which certificate, in
the absence of manifest error, shall be conclusive and binding for all purposes. 


        (c) Each Lender
which is organized under the laws of a jurisdiction other than the United States
or any state therein shall, prior to the date such Lender becomes a party
hereto, furnish to the Facility Agent and the Shipowner, such properly completed
and duly signed forms and/or certificates as may be necessary or advisable under
United States law to claim any reduction of or exemption from any Taxes or Other
Taxes which the Shipowner may be required to withhold from any payments owed
under this Agreement or the Floating Rate Note or with respect to which the
Shipowner may be required to provide indemnification under this Section 6.02. If
any such Lender which is organized under the laws of a jurisdiction other than
the United States or any state therein fails to furnish such forms and, as a
result thereof, the Borrower is required to pay withholding Taxes for the
account of such Lender then, notwithstanding the first sentence of Section
6.02(a), the Borrower shall be permitted to withhold such Taxes from any amounts
paid to such Lender under this Agreement or the Floating Rate Note. 


        (d)
Notwithstanding anything to the contrary contained herein, the agreements in
this Section 6.02 shall survive the termination of this Agreement and the
payment of the Floating Rate Note and all other amounts due hereunder. 


        6.03 Expenses.
The Shipowner agrees, whether or not the transactions hereby contemplated shall
be consummated, to pay, or reimburse the Agents and the Lenders promptly upon
demand for the payment of all reasonable and duly documented costs and expenses
arising in connection with the preparation, printing, execution, delivery,
registration, implementation, amendment, modification of or waiver or consent
under this Agreement, the Floating Rate Note, the Indenture and the Financing
Offer, including, without limitation, the reasonable and duly documented
out-of-pocket expenses of the Agents and the Lenders (incurred in respect of
telecommunications, mail or courier service, travel and the like), and the fees
and expenses of one set of outside counsel for the Agents and the Lenders. The
Shipowner shall also pay all of the costs and expenses (including, without
limitation, the fees and expenses of counsel) incurred by or charged to the
Agents and the Lenders in connection with the enforcement of this Agreement, the
Floating Rate Note, the Indenture or the Financing Offer or the protection or
preservation of any right or claim of the Facility Agent or any Lender arising
out of this Agreement, the Floating Rate Note, the Indenture or the Financing
Offer. 


        6.04 Additional or Increased Costs.


        (a) If, due to
either (i) the introduction of or any change in or in the interpretation of any
law or regulation or (ii) the compliance with any guideline or request from any
central bank or other Governmental Authority (whether or not having the force of
law), there shall be any increase in the cost to a Lender of agreeing to make or
making, funding or maintaining the Advances or the Credit Facility, then the
Shipowner shall from time to time, upon demand by a Lender, pay to such Lender
additional amounts sufficient to compensate such Lender for such increased cost. 


        (b) If a Lender
determines that compliance with any law or regulation or any guideline or
request from any central bank or other Governmental Authority (whether or not
having the force of law) affects or would affect the amount of capital required
to be maintained by such Lender or any corporation controlling such Lender and
that the amount of such capital is increased by or based upon the existence of
such Lender’s commitment to lend hereunder and other commitments of this
type, then, upon demand by such Lender, the Shipowner shall immediately pay to
the Facility Agent, for the benefit of such Lender, from time to time as
specified by the Facility Agent, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be
allocable to the existence of its commitment to lend hereunder. 


        (c) Before
making any such demand for payment by the Facility Agent under this Section
6.04, a Lender shall first make a reasonable investigation as to whether the
increased costs of such compliance can be avoided, without the incurrence of a
material disadvantage by such Lender, by shifting the office through which such
Lender funds and maintains the Advances or the Credit Facility to another office
owned and managed by such Lender. 


        (d) Each demand
for payment by the Facility Agent under this Section 6.04 shall be accompanied
by a certificate showing in reasonable detail the basis for the calculation of
the amounts demanded, which certificate, in the absence of manifest error, shall
be conclusive and binding for all purposes. 


        (e)
Notwithstanding anything to the contrary contained herein, the agreements in
this Section 6.04 shall survive the termination of this Agreement and the
payment of the Floating Rate Note and all other amounts due hereunder. 


        SECTION 7. PAYMENTS


        7.01 Method of Payment.


        (a) All payments
to be made by the Shipowner under this Agreement and the Floating Rate Note
shall be made without setoff or counterclaim in Dollars in immediately available
and freely transferable funds no later than 1:00 P.M. (New York City time) on
the date on which due. Payments made after such time on any date shall be deemed
to have been received on the next succeeding Business Day. The Shipowner shall
pay the principal and Guaranteed Interest on the Floating Rate Note to the
Indenture Trustee and all other amounts due under this Agreement directly to the
Facility Agent, for its benefit or the benefit of the other parties hereto, in
each case, by wire transfer in same day and immediately available and freely
transferable funds. Wire transfer instructions shall be provided to the
Shipowner and Indenture Trustee in writing by the Facility Agent at least three
(3) Business Days before the applicable Payment Date. 


        (b) Except as
otherwise provided herein, whenever any payment would otherwise fall due on a
day which is not a Business Day, the due date for payment shall be the
immediately succeeding Business Day, and interest and fees shall be computed in
accordance with Section 11.01. 


        7.02 Application
of Payments; Subordination of Lenders’ Rights. In the absence of an
Indenture Default, the Agents and the Lenders shall apply payments received by
it under this Agreement and the Floating Rate Note (whether at Stated Maturity,
by reason of acceleration, prepayment or otherwise), in the following order of
priority: (i) Guaranteed Interest; (ii) installments of principal due under the
Floating Rate Note; (iii) interest due other than the amount described in clause
(i) above; (iv) all amounts due under Section 6.01; and (v) all other amounts
due under this Agreement and not otherwise provided for in this Section 7.02.
Upon the occurrence of an Indenture Default, the Lender shall hold any payments
it receives after an Indenture Default from, or on behalf of, the Shipowner
under this Agreement (including payments under Section 6.01 and payments in
respect of any claims pertaining to this Agreement, including, without
limitation, claims for fraud, misrepresentation, misappropriation of funds or
willful misconduct) and any related agreement (excluding payments received from
the Secretary to pay Guaranteed Interest on or principal of the Floating Rate
Note) and shall promptly deliver such payments to the Secretary (without
deduction for any setoff or counterclaim of either Agent or any Lender) if the
Secretary has been required to honor the Guarantee. All such amounts received
during an Indenture Default and delivered to the Secretary in accordance with
the preceding sentence shall be applied first to pay, satisfy and discharge all
amounts owed by the Shipowner to the Secretary under the Secretary’s Note
and the Mortgage and then, if any remain, to pay, satisfy and discharge any and
all amounts owed to the Agents and the Lenders. 


        SECTION 8. REPRESENTATIONS
AND WARRANTIES BY THE SHIPOWNER


        8.01
Representations and Warranties. The Shipowner represents and warrants to the
Lender that, as of the Closing Date and as of each Advance Date: 


        (a) Existence
and Authority. The Shipowner is duly organized, validly existing and in good
standing under the laws of the State of Delaware, has been duly qualified to do
business in, and is in good standing as a foreign corporation in each
jurisdiction except where failure to be so qualified would not result in a
material adverse effect on the Shipowner’s business, financial condition,
prospects, operations or its ability to repay the Advances and has full power,
authority and legal right to own its properties and conduct its business as it
is presently now conducted. The Shipowner is a “citizen of the United
States” within the meaning of Section 2 of the Shipping Act, 1916, as
amended for the purpose of operating the Vessel in the trades or manner in which
the Shipowner proposes to operate the Vessel. 


        The Shipowner
has full power, authority and legal right (i) to execute and deliver this
Agreement, the Floating Rate Note and the Indenture, (ii) to perform and observe
the terms and provisions of each of said documents to be performed or observed
by it, (iii) to consummate the transactions contemplated thereby and (iv) to own
its properties (including, without limitation, the Vessel) and to conduct its
business as presently conducted and as proposed to be conducted. 


        (b) Government
and Other Authorizations. All consents, licenses, authorizations and approvals
of, filings with, and exemptions by, any Governmental Authority and any other
Persons that are necessary or advisable: (i) for the execution, delivery,
performance and observance by the Shipowner of this Agreement, the Floating Rate
Note, the Indenture and any other Transaction Documents to which it is a party
and (ii) for the validity, binding effect and enforceability as against the
Shipowner of this Agreement, the Floating Rate Note, the Indenture and the other
Transaction Documents to which it is a party have been obtained and are in full
force and effect. Neither the Indenture nor the Floating Rate Note is required
to be qualified under the Trust Indenture Act of 1939 or otherwise to be
registered under any securities laws. 


        (c)
Restrictions. The execution, delivery and performance or observance by the
Shipowner of the terms of, and consummation of the transactions contemplated by,
this Agreement, the Floating Rate Note, the Indenture and the other Transaction
Documents to which the Shipowner is a party do not and will not conflict with or
result in a breach or violation of: (i) its charter, by-laws or similar
documents; (ii) any applicable federal or state law of the United States, or any
other ordinance, decree, constitutional provision, regulation or other
requirement of any Governmental Authority (including, without limitation, any
restriction on interest that may be paid by the Shipowner); or (iii) any order,
writ, injunction, judgment or decree of any court or other tribunal binding or
otherwise with jurisdiction over the Shipowner. Further, the execution, delivery
and performance, observance or consummation by the Shipowner of the transactions
contemplated by, this Agreement, the Floating Rate Note, the Indenture and the
other Transaction Documents to which it is a party does not and will not
conflict with or result in a breach of any agreement or instrument to which the
Shipowner is a party, or by which it or any of its revenues, properties or
assets may be subject, or result in the creation or imposition of any Lien upon
any of the revenues, properties or assets of the Shipowner pursuant to any such
agreement or instrument (other than the Liens created by the Shipowner
Documents). 


        (d) Binding
Effect. This Agreement, the Indenture, the Floating Rate Note and any other
Transaction Documents to which it is a party have been duly executed and
delivered by the Shipowner. Each of this Agreement, the Floating Rate Note, the
Indenture and such other Transaction Documents constitutes a direct, general and
unconditional obligation of the Shipowner which is legal, valid and binding upon
it and enforceable against it in accordance with its respective terms, except as
limited by bankruptcy, fraudulent transfer, insolvency or other similar laws
affecting the enforcement of creditors’ rights generally. All obligations
evidenced by the Floating Rate Note will be entitled to the benefits of the
Guarantees and the Authorization Agreement. 


        (e) Legal
Proceedings. No legal proceedings are pending or, to the best of the
Shipowner’s knowledge, threatened before any court, arbitrator, or
governmental agency which might: (i) materially and adversely affect the
Shipowner’s condition (financial or otherwise), business, prospects or
operations; (ii) restrain or enjoin or have the effect of restraining or
enjoining the performance or observance by the Shipowner of the terms and
conditions of any of this Agreement, the Indenture, the Floating Rate Note or
any other Transaction Documents; or (iii) in any other manner question the
validity, binding effect or enforceability against the Shipowner of any of this
Agreement, the Indenture, the Floating Rate Note or any other Transaction
Documents. 


        (f) Use of the Vessel. The Vessel will be used for lawful purposes.


        (g) EII’s
Financial Statements. EII’s Financial Statements present fairly the
consolidated financial condition of EII and its consolidated subsidiaries at the
date of such statements and the results of consolidated operations for such
fiscal year. EII’s Financial Statements have been prepared in accordance
with generally accepted accounting principles in the United States consistently
applied. Except as fully reflected in such Financial Statements, there are no
liabilities or obligations with respect to EII, the Shipowner or any other
subsidiary of EII of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) for the period to which
EII’s Financial Statements relate that, either individually or in the
aggregate, would be material to the Shipowner. “EII’s Financial
Statements” shall mean the consolidated year-end financial statements of
EII and its subsidiaries furnished to the Facility Agent prior to the date of
this Agreement. 


        (h) No Taxes.
There is no Tax imposed on or in connection with the execution or delivery of
this Agreement, the Indenture, the Financing Offer, the Floating Rate Note or
the other Transaction Documents or any payment to be made by the Shipowner to
the Facility Agent or any Lender under this Agreement, the Indenture, the
Financing Offer, the Floating Rate Note or the other Transaction Documents, in
each case other than Taxes on or measured by the net income of either Agent or
any Lender; provided that no representation is made as to any withholding of
payments for Taxes as to any Lender organized under the laws of a jurisdiction
other than the United States or any state therein and which does not provide the
forms or certificates contemplated by Section 6.02(c). 


        (i) Defaults. No
Event of Default has occurred and is continuing and no event or circumstance has
occurred and is continuing which with the passage of time, the giving of notice
or both would constitute an Event of Default. 


        8.02 Covenants
of the Shipowner. The Shipowner covenants that until all amounts owing under
this Agreement and the Floating Rate Note have been paid in full, the Shipowner
will, unless the Agents and the Lenders shall have consented in writing: 


        (a) Compliance
with Agreements and Applicable Laws. The Shipowner shall perform each of its
obligations under this Agreement and the other Transaction Documents and comply
with all federal, state and local laws and regulations applicable to it,
including those relating to labor matters and environmental laws, the payment of
taxes and other liabilities and the filing of tax returns with respect thereto. 


        (b) Maintenance
of Existence and Conduct of Business. The Shipowner shall: (i) do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and its rights, licenses, permits, charters, franchises and
registrations and (ii) continue to conduct its business substantially as now
conducted or as otherwise contemplated to be conducted. 


        (c) Use of
Proceeds. The Shipowner shall use the proceeds from each Advance solely to
finance the construction and acquisition of the Vessel and shall use the
proceeds from the issuance of any Bond to repay in full amounts owed under the
Floating Rate Note. No proceeds of any Advance will be used to purchase or carry
any “margin stock” (as such term is defined in applicable regulations
of the Board of Governors of the Federal Reserve System as in effect from time
to time) or to extend credit to others for the purpose of purchasing or carrying
any margin stock. 


        (d) Books and
Records; Access. The Shipowner shall keep proper books of record and account in
which full and correct entries shall be made of all financial transactions and
the assets and business of the Shipowner in accordance with generally accepted
accounting principles, and shall permit the Facility Agent or any Affiliate
thereof to make or cause to be made inspections and audits of any such books,
records and papers and to make extracts therefrom and copies thereof from time
to time as required in order to assure that the Shipowner will be in compliance
with its obligations under this Agreement and the other Transaction Documents. 


        (e) Notice of
Defaults. The Shipowner shall promptly, but in no event later than five (5)
Business Days after a responsible officer obtains actual knowledge of the
occurrence of an Indenture Default or an Event of Default (or event which, with
giving of notice or the passage of time, would constitute an Indenture Default
or Event of Default), notify the Facility Agent and the Indenture Trustee of any
such event and forward to the Facility Agent a copy of any report of such event
required by the Transaction Documents. 


        (f) Financial
Reports. Beginning with the fiscal year in which this Agreement is executed and
continuing until all amounts owing under this Agreement and the Floating Rate
Note have been paid in full, the Shipowner shall cause EII to, concurrently with
delivery to the Secretary, furnish to the Facility Agent a copy of all financial
reports furnished to the Secretary pursuant to the Title XI Reserve Fund and
Financial Agreement. 


        (g) Litigation;
Material Events. The Shipowner shall promptly, but in no event later than five
(5) Business Days after a responsible officer obtains actual knowledge thereof,
notify the Facility Agent of the occurrence of any legal proceedings of the sort
described in Section 8.01(e) and of any other legal proceedings or other event
which might be reasonably likely to have a material adverse effect on the
Shipowner’s condition (financial or otherwise), business or operations or
its ability to perform its obligations under Transaction Documents to which the
Shipowner is a party; provided, however, that such duty to notify the Facility
Agent shall not apply to legal proceedings already disclosed by EII in a 10-Q or
10-K, a copy of which has been delivered to the Facility Agent. 


        (h) Other Acts.
From time to time, the Shipowner shall do and perform any and all acts and
execute any and all documents as may be necessary or as reasonably requested by
the Facility Agent or the Indenture Trustee in order to effect the purposes of
this Agreement and to protect the interests of the Lenders in the Floating Rate
Note and the interests of the Lenders in the Guarantee. 


        (i) Successors.
The Shipowner shall require that any successor to all or substantially all of
its business as a result of any merger or consolidation with any other entity;
dissolution or termination of legal existence; sale, lease, transfer or other
disposal of any substantial part of its properties or any of its properties
essential to the conduct of its business or operations, as now or hereafter
conducted; any change in control; any agreement to do any of, or any combination
of, the foregoing, to assume all of the Shipowner’s indebtedness,
liabilities and obligations under this Agreement and the Floating Rate Note
pursuant to documentation in form and substance satisfactory to the Agents, the
Lenders, and the Secretary. 


        (j) Mandatory
Redemption. In the event that the Floating Rate Note is required to be redeemed
pursuant to paragraph (a)(2) of Article Third of the Indenture (without giving
effect to any amendments after the date hereof), then the Shipowner shall, at
its expense, unless the Secretary has waived in writing the requirement that the
Floating Rate Note be redeemed on such Mandatory Note Redemption Date, undertake
all actions required on its part on or prior to the Mandatory Note Redemption
Date to cause Bonds to be issued the proceeds of which will be used to redeem
the Outstanding Principal (and, if applicable, the Guaranteed Interest) of the
Floating Rate Note in full or otherwise redeem the Floating Rate Note in full.
Without limiting the foregoing, the Shipowner shall (i) cooperate with the
Agents, the Alternate Lender and Salomon Smith Barney Inc. (or any Affiliate
thereof which agree to underwrite the Bonds) in the preparation of a prospectus
or placement memorandum relating to such Bonds, (ii) provide Salomon Smith
Barney Inc. (or any such other Affiliate thereof which agree to underwrite the
Bonds) with access to its officers and agents in connection with the issuance of
such Bonds, (iii) provide such information and shall undertake such other
actions as may be reasonably requested by the Agents, the Alternate Lender
and/or Salomon Smith Barney Inc. (and/or any such other Affiliate thereof which
agree to underwrite the Bonds) in order to ensure a timely issuance of Bonds and
(iv) unless the Secretary has waived the requirement that the Floating Rate Note
be redeemed on such Mandatory Note Redemption Date, execute a Bond Purchase
Agreement providing for the issuance and sale of Bonds in an aggregate principal
amount equal to the Outstanding Principal amount of the Floating Rate Note and
providing for the application of proceeds to prepay the Floating Rate Note or
otherwise redeem such Floating Rate Note in full. 


        SECTION 9. EVENTS OF DEFAULT


        9.01 Events of Default.  Upon the occurrence of any of the following events
or conditions (each, an
"Event of Default"):


        (a) any failure
by the Shipowner to pay any principal under the Floating Rate Note when due and
payable and any failure by the Shipowner to pay any interest or other amounts
owed under the Floating Rate Note or under this Agreement which is not paid
within three (3) Business Days of the date such interest or other amounts became
due and payable hereunder or under the Floating Rate Note; or 


        (b) any
representation or warranty made or deemed made by the Shipowner in this
Agreement or in connection herewith, shall have proven to have been false or
misleading in any material respect as of the date when made or deemed made; 


        (c) any failure
by the Shipowner to comply with its obligations under Section 8.02(c), 8.02(e),
or 8.02(j), any failure of EII to comply with its obligations under Section
3(iii), 3(v), or 3(viii) of the EII Guaranty, or any failure by the Shipowner or
EII to perform or comply with any of their respective obligations set forth in
this Agreement or the EII Guaranty, as applicable, (exclusive of any events
specified as an Event of Default in any other subsection of this Section 9.01),
which failure, if capable of being cured, remains uncured for a period of thirty
(30) days after written notice thereof has been given to the Shipowner by the
Facility Agent; or 


        (d) any judgment
against the Shipowner shall have been entered on a claim not covered by
insurance in an amount which, if the Shipowner were required to pay such
judgment, would be reasonably likely to materially and adversely affect the
ability of the Shipowner to pay its indebtedness under this Agreement or any
Note, which judgment shall have remained unpaid, unvacated, unbonded or unstayed
by appeal or otherwise for a period of thirty (30) days from the date of its
entry; 


        (e) the
Shipowner shall be unable to pay its debts when and as they fall due or shall
admit in writing its inability to pay its debts as they fall due or shall become
insolvent; or the Shipowner shall apply for or consent to the appointment of any
liquidator, receiver, trustee or administrator for all or a substantial part of
its business, properties, assets or revenues; or a liquidator, receiver, trustee
or administrator shall be appointed for the Shipowner and such appointment shall
continue undismissed, undischarged or unstayed for a period of sixty (60) days,
or the Shipowner shall institute (by petition, application, answer, consent or
otherwise) any bankruptcy, arrangement, readjustment of debt, dissolution,
liquidation or similar executory or judicial proceeding; or a bankruptcy,
arrangement, readjustment of debt, dissolution, liquidation or similar executory
or judicial proceeding shall be instituted against the Shipowner shall remain
undismissed, undischarged or unstayed for a period of sixty (60) days; or 


        (f) an Indenture
Default has occurred and is continuing and, if such Indenture Default arises
under Section 6.01(a)(2) of the Indenture, the Secretary’s Notice given
with respect thereto remains in full force and effect; or 


        (g) this Agreement  shall cease to constitute the legal,  valid and binding
obligations of the Shipowner;


        then, and in any
such event, and at any time thereafter, if such event is continuing, and if
there is no Indenture Default (or if there is an Indenture Default, only after
the Secretary has received all payments due under the Secretary’s Note and
the Mortgage), the Facility Agent, by written notice to the Shipowner and the
Secretary, shall have the right to institute any judicial or other proceedings
under this Agreement to recover all amounts then owing under this Agreement,
except that, for so long as the Guarantee is in effect, Lender’s sole
recourse to the recovery of principal and Guaranteed Interest owed under the
Floating Rate Note shall be to exercise its rights under the Indenture and the
Guarantee to demand payment from the Secretary under the Guarantee. Without
limiting the foregoing, the Agents and the Lenders agree that (i) the existence
of an Event of Default shall not terminate their funding obligations under this
Agreement unless the Secretary otherwise consents in writing and (ii) so long as
an Indenture Default exists, all amounts received during such period from, or on
behalf of, the Shipowner shall be applied in the manner set forth in Section
7.02. Except as expressly provided above in this Section 9.01, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
Notwithstanding any other provision of this Agreement, if Section 9.01(e) is
applicable, the Agents and/or any Lender may file appropriate claims in
connection therewith, but shall apply any funds collected as a consequence of
said filings in accordance with the provisions of Section 7.02 of this
Agreement. 


        SECTION 10. GOVERNING LAW AND JURISDICTION


        10.01 Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF
LAW OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 


        10.02 Submission
to Jurisdiction. The Shipowner hereby irrevocably agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement, the
Indenture, the Financing Offer, the Floating Rate Note or any of the
transactions contemplated hereby, may be instituted by the other parties hereto
in the Federal Courts (or, if such court refuses to take jurisdiction, any New
York State Court) sitting in the Borough of Manhattan, City of New York, State
of New York and hereby irrevocably waives, to the fullest extent permitted by
law, any objection which it may have now or hereafter to the laying of the venue
or any objection based on forum non conveniens, or based on the grounds of
jurisdiction with respect to any such legal suit, action or proceeding and
irrevocably submits generally and unconditionally to the jurisdiction of any
such court in any such suit, action or proceeding. The Shipowner agrees that a
judgment, after exhaustion of all available appeals, in any such action or
proceeding shall be conclusive and binding upon it and may be enforced in any
other jurisdiction by suit upon such judgment, a certified copy of which shall
be conclusive evidence of the judgment. The Shipowner waives personal service of
any summons, complaint, or other process, which service may be made by such or
any other means permitted by New York law. 


        10.03 Service of
Process. (a) In the case of the courts of the State of New York or of the
Federal courts sitting in the State of New York, the Shipowner hereby
designates, appoints and empowers CT Corporation System, 111 EighthAvenue, New
York, NY 10011, as its authorized agent to accept, receive and acknowledge, for
and on behalf of such party, its properties and revenues, service of any and all
process which may be served in any action, suit or proceeding of the nature
referred to above in the State of New York, which appointment shall be
irrevocable until the appointment and acceptance of a successor authorized agent
pursuant to the provisions of Section 10.03(d). 


        (b) The
Shipowner further agrees that such service of process may be made personally or
by mailing or delivering a copy of the summons and complaint or other legal
process in any such legal suit, action or proceeding to the Shipowner in care of
its agent designated above at the aforesaid address, and such agent is hereby
authorized to accept, receive and acknowledge the same for and on behalf of the
Shipowner and to admit service with respect thereto. Service upon such agent
shall be deemed to be personal service on the Shipowner and shall be legal and
binding upon the Shipowner for all purposes notwithstanding any failure to mail
copies of such legal process to the Shipowner or any failure on the part of the
Shipowner to receive the same, and shall be deemed completed upon the delivery
thereof to such agent whether or not such agent shall give notice thereof to the
Shipowner or upon the earliest other date permitted by applicable law
(including, without limitation, the United States Foreign Sovereign Immunities
Act of 1976, as amended). 


        (c) To the
extent permitted by applicable law, the Shipowner further irrevocably agrees to
the service of process of any of the aforementioned courts in any suit, action
or proceeding by the mailing of copies thereof by certified mail, postage
prepaid, return receipt requested, to the Shipowner at the address referenced in
Section 11.02, such service to be effective upon the date indicated on the
postal receipt returned from the Shipowner. 


        (d) The
Shipowner agrees that it will at all times continuously maintain an agent to
receive service of process in the State of New York on behalf of itself and its
properties and revenues, and, in the event that for any reason its agent
designated above shall not serve as its agent to receive service of process in
the State of New York on its behalf, the Shipowner shall promptly appoint a
successor satisfactory to the Facility Agent so to serve, advise the Facility
Agent of such appointment, and deliver to the Facility Agent evidence in writing
of the successor agent’s acceptance of such appointment. The foregoing
provisions constitute, among other things, a special arrangement for service
between the parties to this Agreement for the purposes of 28 U.S.C. 1608. 


        10.04 Waiver of
Security Requirements. To the extent the Shipowner may, in any action or
proceeding arising out of or relating to this Agreement be entitled under
applicable law to require or claim that the Facility Agent, the Primary Lender
Agent or the Lenders post security for costs or take similar action, the
Shipowner hereby irrevocably waives and agrees not to claim the benefit of such
entitlement. 


        10.05 No
Limitation. Nothing in this Section 10 shall affect the right of either Agent or
the Lenders to serve process in any manner permitted by law or to commence legal
proceedings or otherwise proceed against the Shipowner in any jurisdiction;
provided, however, that except as provided in Section 9.01, in the event of an
Indenture Default, neither any Agent nor any Lender may proceed against the
Shipowner without the Secretary’s consent unless the Secretary has received
full payment under the Secretary’s Note. 


        SECTION 11. MISCELLANEOUS


        11.01
Computations. Each determination of an interest rate, fee or other amounts by
the Lender or any other Person pursuant to any provision of this Agreement, the
Financing Offer or the Floating Rate Note, in the absence of manifest error,
shall be conclusive and binding on the Shipowner. All computations of interest
and fees hereunder and under the Floating Rate Note and the Financing Offer
shall be made on the basis of a year of 360 days and actual days elapsed. 


        11.02 Notices.
Except as otherwise specified, all notices given hereunder shall be in writing,
and shall be given by mail, telecopier, telex or personal delivery and shall be
deemed to be given for the purposes of this Agreement on the day that such
notice is received by the intended recipient thereof. Unless otherwise specified
in a notice delivered in accordance with this Section 11.02, all notices shall
be delivered to the parties hereto and to the Indenture Trustee and the
Secretary at their respective addresses indicated below: 







	To the Facility Agent and the Lenders:
	     Address  CITIBANK INTERNATIONAL PLC, as Facility Agent
	     P.O. Box 242
	     336 Strand
	     London, England WC2R 1HB
	     Attention: Loans Agency
	     Fax:  44-171-500-4482/4484
	     Telephone:  41171-500-4242/1415
	To the Primary Lender Agent:
	     Address:  CITICORP NORTH AMERICA, INC.
	     399 Park Avenue
	     New York, New York 10043
	     Attention:  Structured Trade Finance
	 Facsimile:  (212) 793-2330
	 Telephone:  212) 559-6787
	 
	To the Shipowner:
	     Address:
	     ENSCO OFFSHORE COMPANY
	     2700 Fountain Place
	     1445 Ross Avenue
	     Dallas, Texas  75202-2792
	     Attention: Chief Financial Officer
	     Telephone: (214) 922-1500
	     Facsimile: (214) 855-0300
	 
	To the Secretary:
	     Address:
	     SECRETARY OF TRANSPORTATION
	     c/o Maritime Administrator
	     400 Seventh Street, S.W.
	     Washington, D.C. 20590
	     Attention: Office of Ship Financing
	     Telephone: (202) 366-5744
	     Facsimile: (202) 366-7901
	 
	To the Indenture Trustee:
	 
	     Address:
	     Bankers Trust Company
	     Four Albany Street
	     New York, New York 10006
	     Attention:
	     Corporate Trust and Agency Services
	     Project Finance Group
	     Telephone: (212) 250-8869
	     Facsimile: (212) 250-6725



	
        11.03
Disposition of Indebtedness. Any Lender, as provided in the Indenture, may sell,
assign, transfer, negotiate, or otherwise dispose of all or any part of its
interest in, or all or any part of the Shipowner’s indebtedness under, this
Agreement and the Floating Rate Note to any party (collectively, a
“Disposition of Indebtedness”), and any such party shall enjoy all the
rights and privileges of a Lender under this Agreement and the Floating Rate
Note to the extent of the interest assigned thereby; provided, however, that (i)
no Lender may assign any commitment to fund any Advance hereunder without the
prior written consent of the Facility Agent, the Shipowner and the Secretary
(which consent shall not be unreasonably withheld or delayed); (ii) each
Disposition of Indebtedness to any Person shall require the prior written
consent of the Facility Agent (which consent shall not be unreasonably withheld
or delayed); (iii) each Disposition of Indebtedness to any Person (other than to
Citibank, N.A., any Affiliate of Citibank, N.A., any other Alternate Lender
previously approved under this clause (iii), or any substitute Primary Lender
which is managed by the Primary Lender Agent and whose short-term commercial
paper rating is greater than or equivalent to that of the Primary Lender at the
time of such assignment) shall require the prior written consent of the
Shipowner and the Secretary (which consent shall not be unreasonably withheld or
delayed); (iv) if such assignee Lender is organized under the laws of a
jurisdiction other than the United States, then such assignee must deliver to
the Facility Agent and the Shipowner the documents contemplated by Section
6.02(c); (v) (except for a disposition from the Primary Lender to the Alternate
Lender) the Shipowner shall not, as a result of such disposition, be required to
pay to or for the benefit of such party any amount under any yield protection or
withholding tax indemnity provision hereunder that is greater than the amount
that the Shipowner would have been required to pay to the Primary Lender or the
Alternate Lender, as applicable, had no such disposition occurred, as determined
at the time such Disposition of Indebtedness occurred; and (vi) in the event of
any assignment by any Alternate Lender to any other Alternate Lender, no such
assignment shall become effective unless and until the assigning Alternate
Lender shall have paid (or shall have caused its assignee to have paid) to the
Facility Agent a processing and recordation fee of $3,000, which fee shall
compensate the Facility Agent for the costs and expenses of documenting such
assignment and payment of which fee shall relieve the Shipowner of any
obligation to pay such costs and expenses; provided further, however, that any
Lender may pledge or grant participations in all or any part of its interest in
all or any part of the Shipowner’s indebtedness under this Agreement and
the Floating Rate Note, without the consent of the Facility Agent or the
Shipowner (w) to any federal reserve bank as security for its obligations to
such federal reserve bank, (x) so long as prior written notice of such
assignment is given to the Facility Agent, the Shipowner and the Secretary, to
any Affiliate of the Lender or to any substitute Primary Lender described in
clause (iii) of this sentence, (y) no such pledge or grant of a participation
described in the foregoing proviso shall relieve the Alternate Lender of its
commitment to fund any Advance hereunder, and (z) each Lender shall retain the
sole right to approve, without the consent of any participant, any amendment,
modification or waiver of any provision of this Agreement and the Floating Rate
Note other than any amendment, modification or waiver which forgives principal,
interest or fees or reduces the interest rate or fees payable pursuant to the
terms of this Agreement with respect to any such Advance or commitment in which
such participant has an interest, postpones any date fixed for any
regularly-scheduled payment of principal of, or interest or fees on, any such
Advance or commitment. The Shipowner shall, at the request of the Facility
Agent, execute and deliver to the Facility Agent for the benefit of the
assigning Lender or to any party that such Lender may designate, any such
further instruments as may be necessary or desirable to give full force and
effect to a Disposition of Indebtedness by such Lender. 


        11.04
Disclaimer. Neither any Agent nor any Lender shall be responsible in any way for
the performance of the Shipyard with respect to the Vessel, and no claim against
the Shipyard or any other Person will affect the obligations of the Shipowner
under this Agreement or the Floating Rate Note. 


        11.05 No Waiver;
Remedies Cumulative. No failure or delay on the part of any Agent or any Lender
in exercising any right, power or privilege under this Agreement, the Floating
Rate Note or the Indenture or any other Transaction Document and no course of
dealing between or among the Shipowner, the Agents and the Lenders shall operate
as a waiver of the rights of any Agent and/or the Lenders as against the
Shipowner under this Agreement; nor shall any single or partial exercise of any
right, power or privilege hereunder or under the Floating Rate Note or the
Indenture preclude the Agents and the Lenders from exercising against each other
any other right, power or privilege hereunder or thereunder. The rights and
remedies expressly provided herein are cumulative and not exclusive of any
rights or remedies which the Agents and the Lenders would otherwise have. No
notice to or demand on the Shipowner in any case shall entitle the Shipowner to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of any Agent or any Lender under this
Agreement to any other or further action in any circumstances without notice or
demand. Notwithstanding any other provision to the contrary herein, no provision
in this Agreement or any other related agreement preserves any rights in favor
of the parties against the Secretary in the event that either party fails or
delays to exercise any rights, powers, or privileges under this Agreement, the
Floating Rate Note or the Indenture or engages in any particular course of
dealing. 


        11.06 Currency.
All payments of principal, interest, fees or other amounts due hereunder and
under the Floating Rate Note shall be made in Dollars, regardless of any law,
rule, regulation or statute, whether now or hereafter in existence or in effect
in any jurisdiction, which affects or purports to affect such obligations. 


        11.07
Severability. To the extent permitted by applicable law, the illegality or
unenforceability of any provision of this Agreement shall not in any way affect
or impair the legality or enforceability of the remaining provisions of this
Agreement. 


        11.08 Amendment
or Waiver. This Agreement may not be changed, discharged or terminated without
the written consent of the parties hereto, and no provision hereof may be waived
without the written consent of the party to be bound thereby. There may be no
change, discharge, termination or claim of waiver of the terms of this Agreement
without the prior written consent of the Secretary, who is entitled to enforce
his rights under this Agreement as an intended third party beneficiary to this
Agreement. The parties hereto acknowledge, however, that nothing in this
Agreement creates in either the Shipowner or any Agent or any Lender any right
whatsoever against the Secretary. 


        11.09
Indemnification. Without limiting any other rights that the Agents and the
Lenders may have hereunder or under applicable law, the Shipowner hereby agrees
to indemnify each Agent and each Lender from and against any and all damages,
losses, claims, liabilities and related costs and expenses, including reasonable
attorneys’ fees and Advances (all the foregoing being collectively referred
to as “Indemnified Amounts”) awarded against or incurred by such Agent
or such Lender arising out of or as a result of this Agreement or the Floating
Rate Note excluding, however, Indemnified Amounts to the extent determined by a
court of competent jurisdiction in a final, non-appealable order, to have
resulted from gross negligence or willful misconduct on the part of the Facility
Agent, the Primary Lender Agent, the Primary Lender or the Alternate Lender, as
the case may be. In the event of an Indenture Default, all amounts received by
the Lender pursuant to such indemnification after an Indenture Default shall be
held and paid in the manner required by Section 7.02. 


        11.10 No
Proceedings. Each of the Shipowner, the Alternate Lender and the Agents hereby
agrees that it will not institute against, or join any other person in
instituting against, the Primary Lender, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or any other proceeding under
any federal or state bankruptcy or similar law, so long as any commercial paper
issued by the Primary Lender shall be outstanding or there shall not have
elapsed one year plus one day since the last day on which any such commercial
paper shall have been outstanding. 


        11.11 Setoff. In
addition to, and without limitation of, any rights of the Lenders under
applicable law, but subject to Section 7.02, if any Unpaid Amounts are
outstanding at any time, any Agent and/or any Lender may offset any indebtedness
owing from such Agent, such Lender or any Affiliate thereof to the Shipowner
(including all account balances, whether provisional or final and whether or not
collected or available) and may apply such offset amount toward the payment of
such Unpaid Amounts; provided, however, that if an Indenture Default has
occurred and is continuing, any such amounts so received shall be held and paid
in the manner required by Section 7.02. 


        11.12 Benefit of
Agreement. This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto;
provided, however, that the Shipowner may not assign any of its rights or
obligations hereunder without the prior written consent of the Agents, the
Secretary and the Lenders and the Lenders may not assign any of their rights and
obligations hereunder except as provided in Section 11.03. 


        11.13 Waiver of
Jury Trial. Each of the Shipowner, the Agents and the Lenders hereby waives its
respective rights to a trial by jury of any claim or cause of action based upon
or arising out of or related to this Agreement, any assignment or the
transactions contemplated hereby, in any action, proceeding or other litigation
of any type brought by any party against the other parties, whether with respect
to contract claims, tort claims, or otherwise. Each of the Shipowner, the Agents
and the Lenders agrees that any such claim or cause of action shall be tried by
a court trial without a jury. Without limiting the foregoing, the parties
further agree that their respective right to a trial by jury is waived by
operation of this section as to any action, counterclaim or other proceeding
which seeks, in whole or in part, to challenge the validity or enforceability of
this Agreement, any assignment or any provision hereof or thereof. This waiver
shall apply to any subsequent amendments, renewals, supplements or modifications
to this Agreement or any assignment. 


        11.14 Execution
in Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement. Delivery
of an executed counterpart of a signature page to this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this
Agreement. 


        11.15 Conflicts
with Indenture. Notwithstanding the provisions of this Agreement, in any
conflict between this Agreement and the provisions of the Indenture or the
Shipowner Documents, the Indenture and/or the Shipowner Documents shall govern
the agreement between the parties hereto, but only with respect to the subject
matter thereof. Notwithstanding the previous sentence, any provision in the
Indenture (or any other agreement the Shipowner has entered into with any other
Person) purporting to release the Shipowner of any indebtedness, liability or
obligation shall not apply to any indebtedness, liability or obligation of the
Shipowner hereunder and no termination of the Indenture (or any other agreement
the Shipowner has entered into with any other Person) shall affect the continued
effectiveness of this Agreement, which shall continue in full force and effect
until the Credit Facility has been terminated and all indebtedness, liabilities
and obligations of the Shipowner hereunder have been fully discharged and
satisfied, the Floating Rate Note has been paid, satisfied and discharged in
full, and there has elapsed a year and a day from the last payment received
from, or on behalf of, the Shipowner. The parties hereto acknowledge and agree
that the Lenders and the Agents are not beneficiaries of the Shipowner Documents
and certain other documents relating to the Indenture, and nothing in this
Section 11.15 purports to confer any such rights upon the Lenders or the Agents. 


        11.16. Notices
Under Indenture. The Facility Agent hereby agrees to give all notices
contemplated to be given by it under the Indenture (as in effect on the date
hereof or as hereafter amended with the consent of the Facility Agent) for the
purpose of calculating the Applicable Interest Rate, Breakage Fees, LIBOR,
Liquidation Fees and Liquidation Period as defined therein, all such notices to
be given at the times and in the manner contemplated by the Indenture. The
Facility Agent hereby further agrees that the Secretary and the Indenture
Trustee shall be entitled to rely on such calculations for the purposes set
forth in the Indenture and shall be third-party beneficiaries of the Facility
Agent’s covenants and agreements contained in this Section 11.16. 


        11.17  Entire  Agreement.  This  Agreement,  the  Financing  Offer  and the
Floating  Rate Note  contain  the  entire  agreement  among the  parties  hereto
regarding the Credit Facility.


        IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and
delivered as of the date first above written.




	 	
	ENSCO OFFSHORE COMPANY,
as Shipowner
 	CITIBANK, N.A., as Alternate Lender
 
 
	By:        
               
                 
        
              (Signature)	By:        
               
                 
        
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	GOVCO INCORPORATED, as Primary Lender
BY:  CITICORP NORTH AMERICA,
Inc.,
its attorney-in-fact	CITICORP NORTH AMERICA, INC.,
as Primary Lender Agent
 
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	CITIBANK INTERNATIONAL PLC,
as Facility Agent	 
 
 
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