EX-10.12


	
Appendix II to Guarantee Commitment Document 
5.01


Contract MA-13550

TRUST INDENTURE


SPECIAL PROVISIONS


        THIS TRUST
INDENTURE, dated December __, 1999 (the “Indenture” or the
“Agreement”), between (i) ENSCO OFFSHORE COMPANY, a Delaware
corporation (the “Shipowner”), and (ii) BANKERS TRUST COMPANY, a New
York banking corporation (the “Indenture Trustee”). 


RECITALS:


WHEREAS, pursuant to the understandings set forth in the
Security Agreement, the Shipowner has authorized the issuance of certain
Obligations pursuant to this Indenture in an aggregate principal amount not to
exceed $194,855,000 to finance the cost of construction of the Vessel; and 


WHEREAS, The Secretary, on behalf of the United States, has
agreed to Guarantee the payment of the unpaid interest to the date of such
payment on, and the unpaid balance of the principal of, such Obligations under
the provisions of Title XI of the Act, and has authorized the Indenture Trustee
to cause the Guarantees to be imprinted on the Obligations pursuant to the
Authorization Agreement. 


A. To aid in financing the construction of the Vessel, the
Shipowner has duly executed this Indenture, has duly authorized the issuance
hereunder of the Obligations and has entered, or will enter, into (i) on the
date hereof, a floating interest rate term loan facility agreement (the
“Credit Agreement”) providing for a loan of up to the aggregate
principal amount of One Hundred Ninety Four Million Eight Hundred Fifty-Five
Thousand United States Dollars (US$194,855,000) with Govco Incorporated (the
“Primary Lender”) and Citibank, N.A. (the “Alternate
Lender”) (the Primary Lender and the Alternate Lender, collectively the
“Lenders”) to be evidenced by one or more promissory notes (the
“Note”) duly issued by the Shipowner pursuant to Section 2.03 of
Exhibit 1 of this Indenture, designated “United States Government Ship
Financing Note, 1999 Series,” having the maturity date and interest rate
set forth therein, and, (ii) on or before the Bond Closing Date, one or more
bond purchase agreements (each a “Bond Purchase Agreement”) with the
purchasers named therein, providing for the sale and delivery of up to the
aggregate principal amount of One Hundred Ninety Four Million Eight Hundred
Fifty-Five Thousand United States Dollars (US$194,855,000) bonds (the
“Bonds”) duly issued by the Shipowner pursuant to Section 2.03 of
Exhibit 1 of this Indenture, designated “United States Government
Guaranteed Ship Financing Bonds, 7500 Series”, having the maturity date and
interest rate set forth therein; if a Note has been issued by the Shipowner, on
or before the Mandatory Note Redemption Date, the Shipowner shall redeem the
Note with proceeds of Bonds to be issued on such Redemption Date. The Note and
the Bonds issued (as the case may be) shall be known as the
“Obligations”. In no event shall the aggregate outstanding principal
amount of the Obligations exceed 87 1/2% of the Actual Cost as of the Delivery
Date of the Vessel or the Depreciated Actual Cost after the Delivery Date of the
Vessel; 


        NOW THEREFORE,
in consideration of the premises, of the mutual covenants herein contained, of
the purchase of the Obligations by the Holders thereof, and of other good and
valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, and for the equal and proportionate benefit of all the present and
future Holders of the Obligations, the parties hereto agree as follows: 


ARTICLE FIRST


        Incorporation of General Provisions.  This Indenture shall  consist  of
two parts:  the Special Provisions and the General Provisions attached hereto as
Exhibit  1, and they  shall be  treated  as one  instrument.  In the  event of a
conflict, the terms of the Special Provisions shall prevail.


ARTICLE SECOND


        The Obligations. 


        (a)(1) The Note
or Bonds issued hereunder from time to time shall be designated “United
States Government Guaranteed Ship Financing Note, 1999 Series,” or
“United States Government Guaranteed Ship Financing Bonds, 7500
Series” and shall be in the forms of Exhibits 2-A and 2-B to this
Indenture; and the aggregate principal amount of Obligations which may be issued
and outstanding under this Indenture shall not exceed One Hundred Ninety Four
Million Eight Hundred Fifty-Five Thousand United States Dollars
(US$194,855,000); and each shall mature and bear interest and have such other
terms and provisions as set forth therein. 


        (2) The
denominations of the Obligations shall be in integral multiples
of $1,000.


        (b) Limits on
Guarantees. The Guarantees extend only to principal and interest owed under the
Note and Bonds and only to the extent specified therein. The United States does
not guarantee the payment of any other indebtedness of the Shipowner to the
Holders or any other Person no matter how the indebtedness arises or whether it
is in any way related to the borrowings of the principal amount which is the
subject of any Note or Bond, including, but not limited to fees and expenses
arising under the Credit Agreement, “Indemnified Amounts” as defined
therein, Liquidation Fees, Breakage Fees, Make Whole Premium, “Taxes”
or “Other Taxes” as defined in the Credit Agreement or in this Trust
Indenture, default interest under Section 4.02(b) of the Credit Agreement,
interest for any “Post-Maturity Period” in excess of the
“Guaranteed Interest” (as such terms are defined in the Credit
Agreement), or any other charges, costs or expenses owed to any Person by the
Shipowner and not constituting principal or interest owed under the Note or
Bonds. 


        (c) The
Shipowner shall at all times cause to be maintained in the City of Dallas, State
of Texas an office or agency for the purposes specified in Section 5.03 of this
Indenture. 


        (d) The Indenture
Trustee shall at all times have its Corporate  Trust
Office in the City of New York, State of New York.


ARTICLE THIRD


CERTAIN REDEMPTIONS


        (a) If any Note
has been issued hereunder, on or before the Stated Maturity of such Note, the
Shipowner may redeem any or all of such Note by issuing on the Redemption Date
of such Note, Bonds in a principal amount equal to the outstanding principal
amount of and interest accrued on the Note to be so redeemed. All proceeds of
Bonds issued pursuant to this paragraph (a), shall be applied by the Shipowner
to pay in full the outstanding principal and interest of the outstanding Note to
be redeemed on the Redemption Date. Notwithstanding any contrary provision of
Section 3.09 and 3.10 of Exhibit 1 hereto, proceeds of Bonds issued pursuant to
this paragraph (a) may be paid on the Redemption Date to any such account as the
Holder may designate in writing to the Indenture Trustee and the Shipowner,
whether or not such account is maintained with the Indenture Trustee, and
delivery to such Holder by the Shipowner of an amount sufficient to repay such
Holder’s Note in full shall constitute conclusive evidence of such payment
for all purposes under this Indenture. 


        (b) Mandatory
Redemption of Obligations. (1) The Obligations are subject to repayment, upon
the terms and conditions provided in this Indenture, through the operation of a
mandatory repayment schedule providing for the repayment in consecutive
semi-annual installments of a principal amount as indicated in each such
Obligation, commencing on the date which is the earlier of (A) six (6) months
after delivery of the Vessel and (B) December 31, 2001 (the “Initial
Payment Date”), and semi-annually thereafter commencing with the date that
is six months following the Initial Payment Date (each a “Payment
Date”) to and including, for the Note, the Stated Maturity, and for the
Bonds, the date that is no later than fifteen (15) years following the Delivery
Date, at one hundred percent (100%) of the principal amount thereof plus
interest accrued thereon to such date; provided, however, that notwithstanding
the foregoing provisions of this paragraph, in case the principal amount of the
Note shall be reduced by reason of any prepayment or redemption described in
paragraph (c) of this Article Third, the principal amount of the Obligations to
be repaid through the operation of the mandatory repayment schedule on each
subsequent scheduled mandatory redemption date shall be subject to reduction as
provided in this Indenture. In the event the Note has been issued hereunder
which is being redeemed through the issuance of Bonds, (i) the first regularly
scheduled principal installment under the Bonds shall be due on the first
Payment Date which falls after the first date of issue of the Bonds; (ii) the
remaining principal payments shall be payable according to the schedule
incorporated into the Bonds and (iii) the last Payment Date for each Bond shall
be no later than 15 years from the Delivery Date of the Vessel. 


        (2) The Note
issued hereunder is also subject to mandatory redemption at a redemption price
equal to one hundred percent (100%) of the principal amount thereof, together
with interest accrued thereon to the date of redemption, on the Stated Maturity
of such Note or, if earlier, the applicable “Mandatory Note Redemption
Date” which shall be the tenth (10th) Business Day after receipt by the
Shipowner from the Indenture Trustee of the notice specified in the paragraph
(b)(3) below of this Article Third, provided that the Secretary may, in his or
her discretion, waive in writing the requirement to make such payment on such
Mandatory Note Redemption Date. Redemption of the Note on the Mandatory Note
Redemption Date shall be subject also to the payment of any Liquidation Fees or
Breakage Fees. On the Mandatory Note Redemption Date, the Shipowner may redeem
the Note using the proceeds of Bonds issued on such Mandatory Note Redemption
Date in accordance with the provisions of paragraph (b) of Article Third hereof. 


        (3) So long as
any Note shall be outstanding, the Indenture Trustee shall determine the
Benchmark Rate on each Business Day and shall notify the Shipowner, the
Secretary and each Holder in writing if the applicable Benchmark Rate equals or
exceeds the Trigger Rate. 


        (c) Optional
Obligation Redemptions. (1) At its option, the Shipowner may redeem the Note
from time to time, in whole or in part, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof, together with interest
thereon to such redemption date, and any Liquidation Fees and Breakage Fees in
such amounts as set forth in a written notice by the Agent to the Secretary, the
Shipowner and the Indenture Trustee. Any partial redemption of the Note pursuant
to Section 8.01 of Exhibit 1 to this Indenture shall be subject to payment of
any Liquidation Fees or Breakage Fees. 


        (2) At its
option, the Shipowner may redeem the Bonds, in whole or in part, on any Payment
Date, at a redemption price equal to one hundred percent (100%) of the principal
amount being redeemed, together with interest accrued thereon to such date,
together with the Make Whole Premium specified in such Bonds. No Make Whole
Premium shall be owed in connection with any mandatory redemptions of the Bonds,
any redemptions of the Bonds at the option of the Secretary, or any other
redemption of the Bonds pursuant to any provisions of this Indenture not set
forth in this paragraph. 


        (3) The right to
make any such optional redemption of Obligations shall not be cumulative. If the
Shipowner shall elect to make any such optional redemption, the Shipowner shall,
at least five (5) Business Days in the case of the Note, and fifteen (15) days
in the case of the Bonds, but not more than sixty (60) days, prior to such
Redemption Date, deliver to the Indenture Trustee a Request stating that the
Shipowner intends to exercise its right as set forth in this paragraph (c)(3) to
make such optional redemption and specifying the principal amount of Obligations
which the Shipowner intends to redeem on such Redemption Date. 


ARTICLE FOURTH


                ADDITIONS, DELETIONS AND AMENDMENTS TO EXHIBIT 1


        (a) Concerning
Payment of the Obligations. Notwithstanding anything to the contrary in Exhibit
1 hereto, the Obligations to be issued hereunder shall be payable as to
principal, premium (if any), and interest, at an office or agency maintained by
the Shipowner for such purpose at the Corporate Trust Office of the Indenture
Trustee, or at the option of the Shipowner, as to payments of principal, premium
(if any), or interest by check mailed by such Corporate Trust Office to the
addresses of the Obligees as such addresses shall appear in the Obligation
Register, subject in any event to the provisions hereof concerning home office
payment. The Indenture Trustee agrees that within 30 days from the date of any
payment of principal or interest when the same shall become due and payable by
reason of maturity or redemption, a Responsible Officer in the Corporate Trust
Office of the Indenture Trustee shall ascertain to his satisfaction that checks
in payment of such amounts have been mailed by such Corporate Trust Office to
the addresses of the Obligees as provided above, if payment is to be made by
check, or if payment is to be made by wire transfer, or by credit to an account
maintained by the Obligee with the Indenture Trustee, that such funds have been
wired or credited, or if payment is to be made at the Corporate Trust Office,
that funds were held by the Indenture Trustee for such payment on the date the
payment was due. The Indenture Trustee shall have no obligation to determine
whether such checks or payments were received by the Obligees. 


        (b) Concerning
Selection of Bonds to be Redeemed. Notwithstanding the provisions of Section
3.07 of Exhibit 1 to this Indenture, (i) if less than all the Obligations are to
be optionally redeemed under any of the provisions contained or referred to in
Article Third hereof or Article III of said Exhibit 1, the Indenture Trustee
shall select, pursuant to written instructions of the Shipowner, the portions
($1,000 or any integral multiple thereof) of the Obligations to be redeemed on
the Redemption Date by allocating the principal amount to be redeemed among the
Holders of the Obligations in proportion to the respective principal amount of
the Obligations registered in their respective names. 


        (c) Concerning
Home Office Payment. Notwithstanding any terms of this Indenture or the
Obligations to the contrary, the Shipowner may enter into an agreement with any
Holder of an Obligation providing for payment to such Holder by check, or at the
request of such Holder, by credit to an account maintained by the Holder with
the Indenture Trustee, or by wire transfer of the principal of and the premium
(if any), and interest on such Obligation or any part thereof at a place other
than the place or places specified in such Obligation as the place for such
payment, and for the making of notation (if any), of such payment on such
Obligation by such Holder, or by an agent of the Shipowner or of the Indenture
Trustee without presentation of such Obligation. The Shipowner will furnish to
the Indenture Trustee a copy of each such agreement. 


        (d) Concerning
Section 7.02. The amount “$25,000,000” in Section 7.02 of Exhibit 1
hereto is hereby deleted, and there is substituted therefor the amount
“$100,000,000.” 


        (e) Concerning
 Section 7.03.  A new Section  7.03(r) is hereby  added to
Exhibit 1 and reads as follows:





	 	

“The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any
duties hereunder either directly or by or through agents, attorneys,
custodians
or nominees appointed with due care.”
	 



	
        (f) Concerning
Section 7.04. The words starting with “(2) indemnify” in the first
sentence of Section 7.04 of Exhibit 1 are hereby deleted and replaced with the
following: 



	 


	 	
“indemnify
the Indenture Trustee and its agents, attorneys, custodians or nominees for,

and hold each of them harmless against, any loss, liability or expense which any of
them

may incur or suffer without negligence or bad faith in acting under this
Indenture

or the Authorization Agreement.”



	 
	
ARTICLE FIFTH


MISCELLANEOUS


        (a) Concerning
Notices. Subject to the provisions of Section 13.01 of Exhibit 1 to this
Indenture, any notice, request, demand, direction, consent, waiver, approval or
other communication to be given to a party hereto or the Secretary, shall be
deemed to have been sufficiently given or made when addressed to: 


	The Indenture Trustee as:
	      Bankers Trust Company

      Corporate Trust and Agency Services

      Four Albany Street

      New York, New York 10006

      Attention: Project Finance Group
	The Agent:
	      Citicorp North America, Inc.

      Attn: Structured Trade Finance

      399 Park Avenue

      New York, New York 10043
	The Shipowner as:
	      ENSCO Offshore Company

      2700 Fountain Place

      1445 Ross Avenue

      Dallas, Texas, 75202

      Attention: Corporate Secretary
	The Secretary as:
	      SECRETARY OF TRANSPORTATION

      c/o Maritime Administrator

      U.S. Department of Transportation

      400 Seventh Street, SW

      Washington, D.C. 20590
	
        (b) Governing
Law. This Indenture and each Obligation shall be construed, enforced, and
governed by the federal laws of the United States of America, but to the extent
they are inapplicable, then by the laws of the State of New York of the United
States of America without regard to its conflict of laws provisions (other than
Section 5-1401 of the New York General Obligations Law). 


        (c) Jurisdiction
and Consent to Suit. Any proceeding to enforce this Indenture may be brought in
the United States Federal district court for the Southern District of New York.
Each of the Shipowner and the Indenture Trustee hereby irrevocably waives any
present or future objection to such venue, and for each of itself and in respect
of any of its property hereby irrevocably consents and submits unconditionally
to the non-exclusive jurisdiction of such court. Each of the Shipowner and the
Indenture Trustee further irrevocably waives any claim that any such court is
not a convenient forum for any such proceeding. The Shipowner agrees that any
service of process, writ, judgment or other notice of legal process by a party
in connection with this Indenture shall be deemed and held in every respect to
be effectively served upon it in connection with such proceedings in such court,
if delivered to CT Corporation, presently located at 111 Eighth Avenue, New
York, New York 10011, United States of America, which it irrevocably designates
and appoints as its authorized agent for the service of process by a party in
connection with this Agreement in the United States Federal district court for
the Southern District of New York. The Shipowner further agrees that final
judgment against it in any such action or proceeding arising out of or relating
to this Indenture shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States of America by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence
of that fact and of the judgment. 


        (d) Execution of Counterparts.  This Indenture may be  executed  in any
number of counterparts. All such counterparts shall  be deemed  t  be originals,
and shall constitute but one and the same instrument.


        IN WITNESS
WHEREOF, this Trust Indenture has been duly executed by the parties hereto as of
the day and year first above written. 





			ENSCO OFSHORE COMPANY, Shipowner
	 	
     	 	
     	 	
	Attest:

          
               	  	BY:             
               
         

      Name:
      Title:

      BANKERS TRUST COMPANY, solely in its

      capacity as Indenture Trustee
	 	
     	 	
     	 	



	Attest:

          
               	  	BY:             
               
         

      Name:
      Title:





	


	




	

Schedule A to the Indenture

Document 5.03


                  Schedule of Definitions


"Act" means the Merchant Marine Act, 1936, as amended
and in effect on the Closing Date.


"Advance"  shall  mean  the funding under the Credit Agreement of any portion of
the Note.


"Advance Date" means, in relation to any Advance, the
Business Day on which the applicable Lender shall have initially funded the
outstanding principal amount thereof.


"Act of Obligees" means any request, demand,
authorization, direction, notice, consent, waiver or other action to be given or
taken by the Obligees and embodied in one or more documents as required by the
Indenture.


"Agent" means Citicorp North America, Inc., a Delaware corporation, as Agent for
the Primary Lender under the Credit Agreement,  and any successor Primary Lender Agent
under the Credit Agreement.


"Alternate Lender" means Citibank, N.A., a national
banking association, as Alternate Lender under the Credit Agreement, and any
successor Alternate Lender.


"Applicable Interest Rate" (i) with respect to the
Bonds, means the fixed rate of interest per annum as provided in such Bonds and
(ii) with respect to the Note, has the following meaning:


	 



	
	 	(a) with respect to any portion of the Note 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 sum of (i) the Primary Lender's weighted
         average cost (defined below) related to the issuance of commercial
         paper notes and other short-term borrowings or the sale of
         participation interests (collectively, "Commercial Paper"),
         which in each case have been allocated by the Primary Lender to the
         Note, which rate includes related issuance costs incurred by the
         Primary Lender plus (ii) 0.15% per annum, as calculated by the
         Indenture Trustee for each Interest Period based on the weighted
         average cost of Commercial Paper specified in a written notice sent by
         the Agent to the Indenture Trustee, the Shipowner and the Secretary at
         least five (5) Business Days prior to each Interest Payment Date on
         which the interest so calculated is payable. The Applicable Interest
         Rate shall, based on such notice, be specified in a written notice sent
         by the Indenture Trustee to the Shipowner, the Agent and the Secretary
         at least four (4) Business Days prior to each Interest Payment Date on
         which the interest so calculated is payable. For purposes of the
         foregoing, the Primary Lender's "weighted average cost" of
         Commercial Paper shall consist of (i) the actual interest or discount
         paid to purchasers of Commercial Paper, (ii) the costs associated with
         the issuance of the Commercial Paper and (iii) other borrowings the
         Primary Lender may incur, including the amount to fund small or odd
         dollar amounts that are not easily accommodated in the commercial paper
         market; and
	 
	 	(b) with respect to any portion of the Note that is funded by
         the Alternate Lender or to the extent that a portion of the Note 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 LIBOR plus 0.15%; provided, however, that, if the Indenture
         Trustee shall have received notice from the Alternate Lender or
         assignee that such Alternate Lender or assignee shall have determined,
         prior to the commencement of any Interest Period that: (A) Dollar
         deposits of sufficient amount and maturity for funding an Advance are
         not available to such Lender in the London interbank market in the
         ordinary course of business; or (B) by reason of circumstances
         affecting the relevant market, adequate and fair means do not exist for
         ascertaining the rate of interest to be applicable to the Note; or (C)
         the relevant rate of interest referred to in the definition of LIBOR
         which is to be used to determine the rate of interest for the Note does
         not cover the funding cost to such Lender of funding or maintaining the
         Note; or (D) the Lender is unable to establish LIBOR for the relevant
         Interest Period; then, in any such event, the Indenture Trustee shall
         give notice to the Shipowner and the Secretary of such condition and
         interest shall, effective as of the date of such notice and so long as
         such condition shall exist, accrue during each applicable Interest
         Period at the Federal Funds Rate plus 0.15%; provided, further, however
         that if, in the applicable Lender's reasonable judgment, it becomes
         unlawful at any time for such Lender to make or maintain fundings under
         the Note based upon LIBOR, the Lender shall so notify the Indenture
         Trustee and the Secretary, who shall give notice to the Shipowner of
         such determination and, effective, as of the date of such notice and so
         long as such condition shall exist, interest shall thereafter accrue
         during each applicable Interest Period at the Federal Funds Rate plus
         0.15%.
	 



	
"Authorization Agreement" means the Authorization
Agreement, Contract No. MA-13551, between the Secretary and the Indenture
Trustee, whereby the Secretary authorizes the Guarantee of the United States to
be endorsed on each of the Obligations, as the same is originally executed, or
as modified, amended or supplemented therein.


"Authorized Newspapers" means The Wall Street Journal
and The Journal of Commerce or if they cease to exist, then in such other
newspapers as the Secretary may designate.


"Benchmark Rate" means, as of any date of determination:


     (i) either (a) if and so long as the
Note is funded by the Primary Lender through its issuance of commercial paper
notes, then the Fed AA Composite Rate calculated by the Federal Reserve Bank for
commercial paper with a designated maturity of thirty (30) days as reported on
Telerate Access Service (page 120 or the relevant page at the date of
determination) or, if such data cease to be available, any publicly available
sources of similar market data representing an average rate of AA-rated
commercial paper with comparable maturities, as selected by the Indenture
Trustee at approximately 10:00 a.m. (New York City time) on the date of
determination, or (b) if the Note has been funded by the Alternate Lender, then
the higher of (i) the Applicable Interest Rate most recently quoted by the Agent
or (ii) the rate of interest per annum determined by the Indenture Trustee to be
equal to the arithmetic mean of the offered rates, if any, for deposits in
Dollars having a maturity of six months commencing on the second succeeding
Business Day and appearing on Telerate Page 3750 or any equivalent successor to
the relevant page as of approximately 10:00 a.m. (New York City time) on the
date of determination, or, if no such offered rates appear on such Telerate Page
3750, then the rate per annum determined by the Indenture Trustee to be equal to
the arithmetic mean of the rates notified to the Indenture Trustee as the rates
which five selected money center banks were offering to prime banks in the
London Interbank Market at or about 11:00 a.m. (London time) on the date of such
determination for deposits in Dollars for a six-month period to commence on the
second succeeding Business Day; and


     (ii) an interest rate per annum
determined by the Indenture Trustee as equivalent to the yield of most recently
issued United States Treasury securities having maturities of ten (10) years,
respectively, as determined by reference to the yields as indicated by Telerate
Access Service (page 8003 or the relevant page at the date of determination
indicating such yields) or, if such data cease to be available, any publicly
available sources of similar market data selected by the Indenture Trustee at
approximately 10:00 a.m. (New York City time) on the date of determination.


"Bond" means any Bond issued pursuant to the applicable
Bond Purchase Agreement in the form attached as an exhibit to the Indenture.


"Bond Closing Date" means any date on which the
purchaser to be named in the Bond Purchase Agreement shall acquire Bonds in
accordance with the terms thereof.


"Bond Purchase Agreement" means the agreement for the
purchase of the Bonds, executed by the Shipowner and the purchasers named
therein, as originally executed, modified or supplemented.


Breakage Fees" means, with respect to any prepayment of the
Note to the extent that (i) the Note (or the portion so prepaid) is being
"Breakage Fees" means, with respect to any prepayment of the Note to
the extent that (i) the 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, such amounts as such Alternate Lender has specified by written notice to
the Indenture Trustee and the Shipowner as the amount necessary (in the
reasonable judgment of the Alternate Lender) to compensate such Alternate 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 maintain
any funding under the Note) which such Alternate Lender reasonably determines is
attributable to such prepayment.


"Business Day" means a day which is not a Saturday,
Sunday or a bank holiday under the laws of the United States or the State of New
York; provided, that with respect to any determination of LIBOR or matters
relating thereto a Business Day means any such day described above on which
dealings in Dollar deposits are carried on in the London interbank market and on
which commercial banks in London are open for domestic and foreign exchange
business.


"Commercial Paper" shall have the meaning set forth in
the definition of Applicable Interest Rate.


"Corporate Trust Office" means the principal office of
the Indenture Trustee at which, at any time, its corporate trust business is
administered, which office is currently located at Four Albany Street, New York,
New York 10006.


"CP Fixed Period" means, for any Advance or portion
thereof funded through the Primary Lender's issuance of Commercial Paper, (i) a
period of days commencing on the Advance Date for such Advance or portion
thereof and ending any number of days thereafter not exceeding one hundred
eighty (180) days as shall be selected by the Agent, and (ii) thereafter a
period of days commencing on the last day of the prior CP Fixed Period and
ending any number of days thereafter not exceeding one hundred eighty (180) days
as shall be selected by the Agent; provided that:


     (i) any CP Fixed Period which would
otherwise end on a date which is not a Business Day shall end on the next
succeeding Business Day;


     (ii) any CP Fixed Period which
commences before an Interest Payment Date and would otherwise end on a date
later than such Interest Payment Date must end no later than such Interest
Payment Date;


     (iii) in the event the Primary
Lender assigns its interest in an Advance or any portion thereof to the
Alternate Lender during the CP Fixed Period relating thereto, then the Agent
shall immediately notify the Indenture Trustee and the Secretary of such fact
and such CP Fixed Period shall end on the date on which the Primary Lender shall
so assign such Advance or portion thereof; and


     (iv) if the Indenture Trustee has
notified the Shipowner, the Secretary and the Agent pursuant to the Indenture
that the applicable Benchmark Rate is equal to or greater than the Trigger Rate,
all outstanding CP Fixed Periods shall immediately terminate on the next
succeeding Business Day and all CP Fixed Periods thereafter occurring shall be a
period of one (1) Business Day.


"Credit Agreement" means that certain agreement
providing for a floating rate term loan facility to be executed by the
Shipowner, as Borrower, Govco Incorporated, as Primary Lender, Citibank, N.A.,
as Alternate Lender, the Facility Agent and the Agent, as originally executed or
as modified or supplemented in accordance with the applicable provisions
thereof.


"Eurodollar Reserve Percentage" means with respect to
any Interest 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, and as the same has
been specified by written notice given from the Agent to the Shipowner, the
Indenture Trustee and the Secretary.


"Facility Agent" means Citibank International plc, as
Facility Agent under the Credit Agreement, and any successor Facility Agent
under the Credit Agreement.


"Federal Funds Rate" means, for any period, a
fluctuating interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for such day for such transactions received by Citibank, N.A. from
three Federal funds brokers of recognized standing selected by it as specified
by written notice from the Agent to the Shipowner, the Indenture Trustee and the
Secretary delivered on each Monday (or if such day is not a Business Day, on the
next succeeding Business Day) for the preceding calendar week.


"Guarantee" means each, and the "Guarantees"
means every, guarantee of an Obligation by the United States pursuant to Title
XI of the Act, as provided in the Authorization Agreement.


"Holder" means each, and "Holders" means every, registered holder of an Obligation.


Indenture" means the Trust Indenture dated as of the Closing
Date between the Shipowner and the Indenture Trustee, as originally
"Indenture" means the Trust Indenture dated as of the Closing Date
between the Shipowner and the Indenture Trustee, as originally executed, or as
modified, amended or supplemented.


"Indenture Default" has the meaning specified in Article VI of the Indenture.


"Indenture Trustee" means Bankers Trust Company, a New
York banking corporation, and any successor trustee under the Indenture.


"Interest Payment Date" means with respect to any
Obligation, the date when any installment of interest on such Obligation is due
and payable.


"Interest Period" means, with respect to any Advance or portion
thereof, (i) the period commencing on the Advance Date relating thereto and
extending up to, but not including, the next Interest Payment Date; and (ii)
thereafter, the period commencing on each Interest Payment Date and extending up
to, but not including, the next Interest Payment Date; provided, that, in the
event the Primary Lender assigns its interest to the Alternate Lender in an
Advance or any portion thereof on a date other than an Interest Payment Date,
then, upon written notice from the Agent to the Indenture Trustee of such event,
(i) such Interest Period shall end on the date on which the Primary Lender shall
so assign such Advance or such portion thereof and (ii) a new Interest Period
with respect to such Advance or such shall commence on such date and shall end
on the next Interest Payment Date.


"LIBOR" means, in relation to any
Interest Period, an interest rate per annum equal to (i) the rate of interest
per annum (rounded upward, if necessary, to the nearest 1/16 of 1%) quoted by
the principal London office of Citibank, N. A., at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for the offering to leading banks in the London interbank market of U.S. Dollar
deposits for a period and in an amount comparable to such Interest Period and
the principal amount upon which interest is to be paid during such Interest
Period; divided by (ii) one hundred percent (100%) minus the Eurodollar Reserve
Percentage, as specified by the Agent in a written notice to the Shipowner, the
Indenture Trustee and the Secretary given not later than one Business Day prior
to such Interest Period (or, if such Interest Period commences as a result of an
assignment from the Primary Lender to the Alternate Lender, given not later than
the second Business Day of such Interest Period).


"Liquidation Fee" means an amount determined by the
Agent and notified to the Indenture Trustee in writing as the amount owed under
the Credit Agreement in connection with any prepayment of an Advance or portion
thereof funded by the Primary Lender on any date other than the last day of a CP
Fixed Period or in connection with any termination of a CP Fixed Period prior to
its originally scheduled duration pursuant to clause (iv) or (v) of the proviso
contained in the definition thereof, which amount shall be equal to (x) the
amount of yield that the Primary Lender is required to pay to holders of its
Commercial Paper during the Liquidation Period on an amount of commercial paper
having an aggregate issue price equal to the amount of the Shipowner's
prepayment or the outstanding principal amount of the Note previously allocated
to the CP Fixed Period whose duration has been shortened less (y) the amount of
the estimated investment earnings, as determined by the Agent and specified by
written notice to the Indenture Trustee, on such prepayment amount or such
outstanding principal amount during the Liquidation Period.


"Liquidation Period" means the period (i) commencing on
the date on which a prepayment is made or a CP Fixed Period has been terminated
prior to its scheduled duration pursuant to clause (iii) or (iv) of the proviso
contained in the definition thereof and (ii) continuing to the earliest date on
which the Primary Lender's total amount of Commercial Paper related to the
funding of the related Note can be reduced (without prepayment thereof) by an
amount equal to the amount of the Shipowner's prepayment or to the outstanding
principal amount of the Note previously allocated to the CP Fixed Period whose
duration has been shortened, as applicable.


"Make Whole Premium" means, with respect to Bonds of the
same series, the amount which the Indenture Trustee determines as of the second
Business Day prior to such Redemption Date is equal to the excess, if any, of
the sum of the respective Payment Values (as defined below) of each Prospective
Payment (as defined below). "Redemption" means, with respect to the
redemption of Bonds, the repayment or prepayment of Bonds, as applicable.


"Mandatory Note Redemption Date" shall have the meaning
set forth in Article Third, paragraph (b)(2) of the Indenture.


"Maturity" when used with respect to any Obligation,
means the date on which the principal of such Obligation becomes due and payable
as therein provided, whether at the Stated Maturity or by redemption or
declaration of acceleration or otherwise.


"Mortgage" means the first preferred ship mortgage on
the Vessel, Contract No. MA-13554, by the Shipowner to the Secretary, as
originally executed, modified, amended or supplemented.


"Note" means the Note issued by the Shipowner pursuant
to the Credit Agreement in the form attached as an exhibit to the Indenture..


"Obligation" means each and every obligation of the
Shipowner bearing a Guarantee, including any Note or Bond, and authenticated and
delivered pursuant to the Indenture and the Authorization Agreement.


"Obligation Register" has  the  meaning  specified  in  Section  2.07   of   the
Indenture.


"Obligee" means each, and "Obligees" means every, Holder of an Obligation.


"Officer's Certificate" means  a  certificate  conforming to Section 1.02 of the
Indenture.


"Original Issue Date" means a date on which an
Obligation was initially authenticated by the Indenture Trustee even if the
Obligation is subsequently given a later date by reason of transfer, exchange or
substitution.


"Outstanding" when used with reference to the
Obligations, shall mean all Obligations theretofore issued under the Indenture,
except: (1) Obligations Retired or Paid; and (2) Obligations in lieu of which
other Obligations have been issued under the Indenture. Obligations which are
not Outstanding shall not be entitled to any rights or benefits provided in the
Indenture. For the purposes of Articles VI and X of the Indenture, and also in
determining whether the Holders of a stated percentage of the principal amount
of Outstanding Obligations have made an Act of Obligees required or permitted by
the Indenture, Obligations owned by the Shipowner or by any Affiliate of the
Shipowner shall be disregarded and deemed not to be Outstanding; provided that,
for the purpose of determining whether the Indenture Trustee shall be protected
in relying on any such Act of Obligees, only Obligations which the Indenture
Trustee has actual knowledge are so owned shall be so disregarded and deemed not
to be Outstanding.


"Paying Agent" means any bank or trust company meeting
the qualifications in Sections 7.02(a) of the Indenture and appointed by the
Shipowner under Section 4.02 of the Indenture to pay the principal of (and
premium if any) or interest on the Obligations on behalf of the Shipowner.


"Payment Default" has the meaning specified in Section 6.01 of the Indenture.


"Payment Value" of each Prospective Payment (as defined
below) shall be determined by discounting such Prospective Payment at the
Reinvestment Rate for the period from the Payment Date on which such Prospective
Payment was scheduled to be paid to the applicable Redemption Date.
"Prospective Payment" means, with respect to any Bonds: (i) each
scheduled interest payment on each scheduled principal amount to be prepaid; and
(ii) the scheduled principal amount to be prepaid.


"Person" or "Persons" means any individual,
corporation, partnership, joint venture, association, limited liability company,
joint-stock company, trust, unincorporated organization, government, or any
agency or political subdivision thereof.


"Primary  Lender" means Govco  Incorporated, a Delaware corporation,  as Primary
Lender under the Credit  Agreement,  and any successor Primary Lender.


"Redemption Date" means a date fixed for the redemption of an Obligation by  the
Indenture.


"Redemption Price" means the price at which an Obligation is redeemed under  the
Indenture.


"Reinvestment Rate" means the yield determined by the
Indenture Trustee to be the yield of the issue of actively traded United States
Treasury securities having a maturity equal to the Weighted Average Life to
Final Maturity (as defined below); provided, however, that if such Weighted
Average Life to Final Maturity is not equal to the maturity of an actively
traded United States Treasury security (rounded to the nearest one-twelfth of a
year), such yield shall be obtained by linear interpolation from the yields of
actively traded Untied States Treasury securities having the greater maturity
closest to and the lesser maturity closest to such Weighted Average Life to
Final Maturity. The yields shall be determined by reference to the yields as
indicated by Telerate Access Service (page 8003 or the relevant page at the date
of determination indicating such yields) or, if such data cease to be available,
any publicly available sources of similar market data selected by the Indenture
Trustee at approximately 11:00 a.m. (New York City time) on the second Business
Day prior to such Redemption Date.


"Remaining Dollar Years" means the sum of the amounts
obtained by multiplying: (i) the amount of each remaining scheduled payment of
principal of the Bonds and without giving effect to such Redemption (as defined
above) by (ii) the number of years (rounded to the nearest one-twelfth) which
will elapse between the Redemption Date and the Payment Date for such scheduled
principal amount.


"Request" means a written request to a Person for the
action therein specified, signed by a Responsible Officer of the Person making
such request.


"Responsible Officer" means (1) in the case of any
business entity, the chairman of the board of directors, the president, any
executive or senior vice president, the secretary, the treasurer, member or
partner, (2) in the case of any commercial bank, the chairman or vice-chairman
of the executive committee of the board of directors or trustees, the president,
any executive or senior vice president, the secretary, the treasurer, any trust
officer, and (3) with respect to the Indenture Trustee, any Vice President, any
Assistant Vice President, any Managing Director, any Assistant Secretary, any
Assistant Treasurer, any Senior Trust Officer, any Assistant Trust Officer, any
Trust Officer or any other officer associated with the corporate trust
department of the Indenture Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.


" Retired or Paid," as applied to Obligations and the
indebtedness evidenced thereby, means that such Obligations shall be deemed to
have been so retired or paid and shall no longer be entitled to any rights or
benefits provided in the Indenture if: (1) such Obligations shall have been paid
in full; (2) such Obligations shall have been canceled by the Indenture Trustee
and shall have been delivered to the Indenture Trustee for cancellation; or (3)
such Obligations shall have become due and payable at Maturity and funds
sufficient for the payment of such Obligations (including interest to the date
of Maturity, or in the case of a payment after Maturity, to the date of payment,
together with any premium thereon) and available for such payment (whether as a
result of payment pursuant to the Guarantees or otherwise) shall be held by the
Indenture Trustee or any Paying Agent in trust for the purpose, or with
irrevocable directions, to apply the same; provided that, the foregoing
definition is subject to Section 6.08 of the Indenture.


"Secretary" means the Secretary of Transportation.


"Secretary's Notice" means a notice from the Secretary
to the Indenture Trustee that a Default, within the meaning of Section 6.01(b)
of the Security Agreement has occurred.


"Secretary's Supplemental Indenture" means a
Supplemental Indenture, pursuant to Section 6.09 of the Indenture, evidencing
the succession of the Secretary to the Shipowner, and the Secretary's assumption
of the Shipowner's obligations under the Indenture.


"Security Agreement" means the security agreement,
Contract No. MA-13552, dated as of the Closing Date, consisting of the special
provisions, the general provisions and Schedule X thereto, executed by the
Shipowner as security for the Secretary, as originally executed or as modified,
amended or supplemented.


"Shipowner" means ENSCO Offshore Company, a Delaware
corporation, and shall include its successors and assigns.


"Stated Maturity" means the date determinable as set
forth in any Obligation as the final date on which the principal of such
Obligation is due and payable.


"Title XI" means Title XI of the Act.


"Trigger Rate" means, with respect to the Benchmark Rate
referred to in clause (i) of the definition thereof, 10.25% and, with respect to
the Benchmark Rate referred to in clause (ii) of the definition thereof, 9.5%.


"Weighted Average Life to Final Maturity" means the
number of years (rounded up to the nearest one-twelfth of a year) obtained by
dividing: (i) the then Remaining Dollar Years (as defined above) by (ii) the
total amount of the then remaining aggregate unpaid principal amount of such
Bonds (including Bonds issued subsequent to the Closing Date) (without giving
effect to such Redemption).


"Vessel" means  the  vessel,  to  be  named  ENSCO  7500,
and financed with the Obligations.








	


	




	Exhibit 1 to Indenture

Document 5.02

GENERAL PROVISIONS
	TABLE OF CONTENTS
 
	ARTICLE I

DEFINITIONS; OFFICER'S CERTIFICATE AND OPINIONS OF COUNSEL



			Page
	SECTION 1.01	 	Definitions	 	1	 
	SECTION 1.02	 	Officer's Certificate and Opinions of Counsel	 	1	 



	ARTICLE II

THE OBLIGATIONS



			 
	SECTION 2.01	 	Issuance of Obligations of Initial Series	 	1	 
	SECTION 2.02	 	Additional Obligations; Obligations of Additional Series	 	2	 
	SECTION 2.03	 	Legends on Obligations	 	2	 
	SECTION 2.04	 	Dates of Obligations	 	2	 
	SECTION 2.05	 	Execution of Obligations	 	2	 
	SECTION 2.06	 	Authentication of Obligations and Guarantees	 	3	 
	SECTION 2.07	 	Registration, Transfer and Exchange	 	3	 
	SECTION 2.08	 	Who Treated as Owners	 	3	 
	SECTION 2.09	 	Lost, Stolen, Destroyed or Mutilated Obligations	 	4	 
	SECTION 2.10	 	Reacquired Obligations;
Cancellation and Disposition of Obligations	 	2	 





	ARTICLE III

REDEMPTION OF OBLIGATIONS



			 
	SECTION 3.01	 	Redemptions Suspended During Default	 	5	 
	SECTION 3.02	 	Redemptions Without Premium	 	 	 
	 	 	(a)  Mandatory Sinking Fund Redemptions	 	5	 
	 	 	(b)  Credit Against Mandatory
Sinking Fund Redemptions	 	5	 
	 	 	(c)  Optional Sinking Fund Redemptions	 	5	 
	 	 	(d)  Mandatory Redemptions Without Premium	 	6	 
	 	 	(e)  Adjustment of Redemptions of Obligations at Premium	 	6	 
	SECTION 3.03	 	Optional Redempitons of Obligations at Premium	 	6	 
	SECTION 3.04	 	Redemptions to Comply with Section
1104A(b)(2) of the Act	 	7	 
	SECTION 3.05	 	Redemption After Total Loss, Requisition of Title, Seizure or

      Forfeiture of Vessel or Termination of Certain Contracts	 	7	 
	SECTION 3.06	 	Redemption After Assumption by the Secretary	 	7	 
	SECTION 3.07	 	Determination of Obligations to be Redeemed	 	7	 
	SECTION 3.08	 	Notices of Redemption	 	7	 
	SECTION 3.09	 	Deposit of Redemption Moneys	 	8	 
	SECTION 3.10	 	Payment of Redemption Price	 	8	 



	ARTICLE IV

CASH HELD BY THE INDENTURE TRUSTEE OR PAYING AGENTS



			 
	SECTION 4.01	 	Generally	 	8	 
	SECTION 4.02	 	Paying Agents	 	9	 
	SECTION 4.03	 	Unclaimed Amounts	 	9	 
	SECTION 4.04	 	Application of Funds	 	10	 



	ARTICLE V

SHIPOWNER'S REPRESENATIONS AND AGREEMENTS



			 
	SECTION 5.01	 	Authorization, Execution and Delivery of Indenture	 	10	 
	SECTION 5.02	 	Payment	 	10	 
	SECTION 5.03	 	Offices or Agencies of Shipowner	 	10	 



	ARTICLE VI

INDENTURE DEFAULTS AND REMEDIES



			 
	SECTION 6.01	 	What Constitutes "Indenture Defaults"	 	10	 
	SECTION 6.02	 	Demand for Payment of Guarantees	 	11	 
	SECTION 6.03	 	Appointment of Indenture Trustee and Holders of Outstanding

      Obligations as Attorneys-in-Fact
	 	11	 
	SECTION 6.04	 	Termination and Payment of the Guarantees	 	11	 
	SECTION 6.05	 	Rights of Indenture Trustee After
Indenture Default	 	13	 
	SECTION 6.06	 	Obligees' Right to Direct Indenture Default	 	13	 
	SECTION 6.07	 	Attorney's Fees and Costs	 	13	 
	SECTION 6.08	 	Recision of Payments	 	14	 
	SECTION 6.09	 	Assumption of Obligations by Secretary	 	14	 



	ARTICLE VII

THE INDENTURE TRUSTEE



			 
	SECTION 7.01	 	Acceptance of Trusts	 	15	 
	SECTION 7.02	 	Eligibility of Indenture Trustee	 	15	 
	SECTION 7.03	 	Compensation, Expenses and Indemnification of
Indenture Trustee	 	15	 
	SECTION 7.04	 	Compensation, Expenses and Indemnification
of Indenture Trustee	 	17	 
	SECTION 7.05	 	Resignation and Removal of Indenture Trustee	 	17	 
	SECTION 7.06	 	Appointment of Successor Indenture Trustee	 	18	 
	SECTION 7.07	 	Effect of Appointment of Successor Indenture Trustee	 	18	 
	SECTION 7.08	 	Merger, Consolidation or Sale of Indenture Trustees	 	19	 





	ARTICLE VIII

CONSOLIDATION OR MERGER OF SHIPOWNER OR SALE OF VESSEL



			 
	SECTION 8.01	 	Consolidation or Merger of Shipowner or Sale of Vessel	 	19	 




	ARTICLE IX

ACTS OF OBLIGEES



			 
	SECTION 9.01	 	Acts of Obligees	 	20	 






	ARTICLE X

SUPPLEMENTAL INDENTURES



			 
	SECTION 10.01	 	Permissable Without Action by Obligees	 	20	 
	SECTION 10.02	 	Protection of Indenture Trustee	 	21	 
	SECTION 10.03	 	Reference in Obligations to Supplemental Indentures	 	21	 
	SECTION 10.04	 	Waivers and Supplemental Indentures with Consent of Obligees
	 	21	 
	SECTION 10.05	 	Consent of Secretary	 	22	 
	SECTION 10.06	 	Continued Validity of the Guarantees	 	22	 



	ARTICLE XI

PERFORMANCE OF OBLIGATIONS TO SECRETARY



			 
	SECTION 11.01	 	Performance of Obligations to Secretary	 	22	 



	ARTICLE XII

SATISFACTION AND DISCHARGE OF INDENTURE



			 
	SECTION 12.01	 	Satisfaction and Discharge of Indenture	 	22	 



	ARTICLE XIII

MISCELLANEOUS



			 
	SECTION 13.01	 	Notices and Demands	 	23	 
	SECTION 13.02	 	Waivers of Notice	 	23	 
	SECTION 13.03	 	Benefit of Indenture	 	23	 
	SECTION 13.04	 	Execution of Counterparts	 	23	 
	SECTION 13.05	 	Table of Contents; Titles and Headings	 	23	 
	SECTION 13.06	 	Immunity of Incorporators, Stockholders.
Limited Partners, Members,
      Officers and Directors	 	23	 



	 
	

                         ARTICLE I


            DEFINITIONS; OFFICER'S CERTIFICATES


                  AND OPINIONS OF COUNSEL


     SECTION  1.01.  Definitions.  For   the   purposes  of this  Indenture,
capitalized  terms  shall  have  the  meanings  specified  in  Schedule A to the
Indenture unless otherwise expressly provided.


     SECTION 1.02. Officer's Certificate
and Opinions of Counsel. The Responsible Officer of the Person executing an
Officer's Certificate with respect to a covenant or condition provided for in
this Indenture shall certify that the officer (a) has read such covenant or
condition; (b) has made or caused to be made such independent examination or
investigation as is necessary to enable him to express an informed opinion with
respect to such covenant or condition; and (c) believes to the best of his
knowledge that such condition or covenant has been met. A lawyer issuing an
Opinion of Counsel shall include the same representations, except that insofar
as it relates to factual matters, if it is in the lawyer's professional opinion
that reliance upon a certificate or an Opinion of Counsel is appropriate, the
lawyer may so rely upon such certificate or opinion. Each Officer's Certificate
and Opinion of Counsel shall set forth the pertinent supporting information and
shall be subject to the Secretary's review of its adequacy and accuracy.


ARTICLE II

THE OBLIGATIONS


     SECTION 2.01. Issuance of
Obligations of Initial Series. (a) At any time and from time to time after the
execution and delivery of this Indenture, the Shipowner may deliver to the
Indenture Trustee Obligations of the initial series issuable under this
Indenture duly executed by the Shipowner, accompanied by a Request of the
Shipowner, and thereupon the Indenture Trustee shall authenticate such
Obligations, after endorsing thereon and authenticating the Guarantees of the
United States in accordance with the Authorization Agreement, and shall deliver
such Obligations and Guarantees in accordance with such Request. Each such
Request shall specify the principal amounts, interest rates and Stated
Maturities of the Obligations to be authenticated and the names and addresses of
the Persons in whose name the Obligations are to be registered.


     (b) The initial series of
Obligations shall set forth their respective principal amounts (in the
denominations provided in the Special Provisions), interest rates per annum, and
Stated Maturities, and shall be payable as to principal and interest and
premium, if any, in any legal coin or currency of the United States and shall be
subject to redemption as provided in Article III.


     (c) The principal and interest and
any premium due on the Obligations shall be paid by (i) the Corporate Trust
Office or (ii) a Paying Agent by (x) certified or official bank check mailed by
first class postage prepaid to the addresses of the Obligees appearing on the
Obligation Register or (y) at the request of an Obligee, received by the
Indenture Trustee at least three Business Days prior to the date of payment, by
wire transfer to a commercial bank in the United States or by credit to an
account maintained by the Obligee with the Indenture Trustee without presentment
of the Obligation. Prior to any sale, assignment or transfer of such Obligation,
the Holder is required to present the Obligation to the Indenture Trustee so
that a proper notation of all principal payments under (y) are made on the
Obligation.


     (d) The Indenture Trustee agrees
that within 30 days from the date of any payment of principal or interest when
the same shall become due and payable by reason of Maturity or redemption, a
Responsible Officer in the Corporate Trust Office of the Indenture Trustee shall
ascertain to his satisfaction that checks in payment of such amounts have been
mailed to the addresses of the Obligees as provided above, if payment is to be
made by check, or if payment is to be made by wire transfer, or by credit to an
account maintained by the Obligee with the Indenture Trustee, that such funds
have been wired or credited, or if payment is to be made at the Corporate Trust
Office, that funds were held by the Indenture Trustee for such payment on the
date the payment was due. The Indenture Trustee shall have no obligation to
determine whether such checks or payments were received by the Obligees.


     (e) If the Maturity of any
Obligation or an Interest Payment Date for any Obligation shall be a day other
than a Business Day, then such payment may be made on the next succeeding
Business Day, with the same force and effect as if made on the nominal date for
such payment, and no interest shall accrue thereon for the period after said
nominal date.


     SECTION 2.02. Additional
Obligations; Obligations of Additional Series. At any time, the Shipowner may,
with the approval of the Secretary, issue additional Obligations of any series
and Stated Maturity theretofore issued or of one or more additional series,
which shall be for the purpose of aiding in financing or refinancing the
construction, reconstruction or reconditioning of one or more of the Vessels and
shall be (i) in such principal amount, and mature on such dates, bear interest
at such rate or rates, be in such form or forms and have such other terms and
provisions, as shall be set forth in a Supplemental Indenture providing for the
issue thereof and (ii) guaranteed by the United States under the Act pursuant to
a supplement to the Authorization Agreement.


     SECTION 2.03. Legends on
Obligations. Any Obligation may have imprinted or stamped thereon any legend,
consistent herewith, which is prescribed by the Shipowner and approved by the
Indenture Trustee, and approved by the Secretary.


     SECTION  2.04.  Dates of  Obligations.
Each  Obligation  of any  series shall be dated the date of its  authentication
by the Indenture Trustee.


     SECTION 2.05. Execution of
Obligations. The Obligations shall from time to time be executed on behalf of
the Shipowner by a Responsible Officer thereof (whose signature may be a
facsimile), and its corporate seal (which may be a facsimile), if any, shall be
imprinted thereon and attested by its secretary, assistant secretary or
assistant trust officer (whose signature may be a facsimile). If a Shipowner's
officer, whose signature appears on any Obligation, shall cease to be such an
officer before such Obligation shall have been authenticated by the Indenture
Trustee, the Obligation nevertheless may be delivered with the same force and
effect as though the person had not ceased to be a Shipowner's officer.


     SECTION 2.06. Authentication of
Obligations and Guarantees. No Obligation or the Guarantee of the United States
thereon shall be valid unless such Obligation shall bear thereon an
authentication certificate, executed by the Indenture Trustee in accordance with
the terms and conditions of the Authorization Agreement. A duly executed
authentication certificate shall be conclusive evidence, and the only competent
evidence, that such Obligation and such Guarantee have been duly executed,
authenticated and delivered hereunder.


     SECTION  2.07.  Registration, Transfer and Exchange. (a) The  Indenture
Trustee shall keep an Obligation  Register at the Corporate Trust Office for the
registration of ownership, transfers and exchanges of Obligations.


     (b) A registered Obligee may
transfer an Obligation, at the Corporate Trust Office, by surrender of such
Obligation for cancellation, accompanied by an instrument of transfer in form
satisfactory to the Shipowner and the Indenture Trustee, duly executed by the
Obligee or its duly authorized attorney, and thereupon the Shipowner shall
execute, and the Indenture Trustee shall authenticate and deliver in the name of
the transferee, a new Obligation, and the Guarantee of the United States
thereon, in authorized denominations of like series, tenor, interest accrual
date and Stated Maturity and for the same aggregate principal amount.


     (c) The Shipowner shall not be
required to register transfers or make exchanges of (1) Obligations for a period
of 15 days immediately prior to (A) an Interest Payment Date or (B) any
selection of Obligations to be redeemed, (2) Obligations after demand for
payment of the Guarantees and prior to the payment thereof or rescission of such
demand pursuant to Section 6.02(a), or (3) any Obligation which has been
selected for redemption in whole or in part. If any Obligation surrendered for
transfer or exchange has been selected for redemption in whole or in part, there
may be endorsed on any Obligation issued therefor an appropriate notation of
such fact.


     (d) Any Obligation may be exchanged
for a like principal amount of Obligations of the same series, tenor, interest
accrual date and Stated Maturity but of different authorized denominations.
Obligations to be exchanged shall be surrendered at the Corporate Trust Office,
and the Shipowner shall execute, and the Indenture Trustee shall authenticate
and deliver in exchange therefor, the Obligation or Obligations, and the
Guarantee or Guarantees of the United States thereon, requested by the Obligee
in accordance with this paragraph.


     (e) As a condition precedent to any
transfer or exchange of Obligations, the Shipowner may require the payment of a
sum sufficient to reimburse it for any taxes or other governmental charges that
may be imposed with respect thereto and a sum not exceeding $2.00 for each
Obligation delivered upon any such transfer or exchange.


     SECTION 2.08. Who Treated as Owners.
The Shipowner, the Indenture Trustee, the Secretary, and any Paying Agent for
the payment of principal of (and premium, if any) or interest on the Obligations
may deem the Person in whose name any Obligation is registered in the Obligation
Register as the absolute owner of such Obligation for all purposes, and neither
the Shipowner, the Indenture Trustee, the Secretary, nor any such Paying Agent
shall be affected by any notice to the contrary, whether such Obligation shall
be past due or not. All payments of or on account of principal (and premium, if
any) or interest, or pursuant to the Guarantee, to such registered Obligee shall
be valid and effectual to satisfy and discharge the liability of the Shipowner
and the Secretary to the extent of the sum or sums so paid, except as otherwise
provided in Section 6.08.


     SECTION 2.09. Lost, Stolen,
Destroyed or Mutilated Obligations. Upon receipt by the Shipowner and the
Indenture Trustee of evidence satisfactory to them of the loss, theft,
destruction or mutilation of any Outstanding Obligation (ALost Obligation@), the
Shipowner may execute, and upon request of the Shipowner, the Indenture Trustee
shall authenticate and deliver, a new replacement Obligation, with the Guarantee
of the United States thereon, of like series, tenor, interest accrual date,
principal amount and Stated Maturity (which may bear such notation as may be
required by the Indenture Trustee and which shall bear a serial number different
from that of the Lost Obligation) and in the event such Lost Obligation has or
is about to become due and payable, the Indenture Trustee may deem the applicant
with respect thereto to be the owner of said Obligation for the purpose of
receiving any payments due on account thereof; provided that (1) the Shipowner,
the Indenture Trustee and the Secretary shall receive an indemnity satisfactory
to the Shipowner, the Indenture Trustee and the Secretary, (2) the Shipowner
shall be reimbursed for all reasonable expenses (including any fees or expenses
of the Indenture Trustee) incident thereto, and (3) a mutilated Obligation shall
be surrendered. Once the Indenture Trustee has issued a replacement Obligation,
the Lost Obligation shall not be enforceable. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of Lost Obligations.


     SECTION 2.10. Reacquired
Obligations; Cancellation and Disposition of Obligations. In the event the
Shipowner shall reacquire any Obligations (whether by purchase or otherwise),
such Obligations shall forthwith be delivered to the Indenture Trustee for
cancellation. Except as provided in Section 3.10(b), all Obligations surrendered
for the purpose of payment, redemption, transfer, exchange, or substitution, or
in discharge in whole or in part of any sinking fund payment shall, if
surrendered to the Shipowner or any Paying Agent, be delivered to the Indenture
Trustee and shall be cancelled by it. No Obligation shall be authenticated in
lieu of or in exchange for any Obligation cancelled as provided in this Section,
except as may be expressly permitted by this Indenture. Obligations cancelled by
the Indenture Trustee shall be delivered or disposed of as directed by a Request
of the Shipowner.


ARTICLE III

REDEMPTION OF OBLIGATIONS


     SECTION 3.01. Redemptions Suspended
During Default. Notwithstanding the following provisions of this Article III,
neither the Shipowner nor the Indenture Trustee shall redeem any Obligations,
except pursuant to Sections 3.04 or 3.05, during the continuance of any
Indenture Default, except that, where the mailing of notice of redemption of any
Obligations shall have theretofore been made, the Indenture Trustee shall redeem
or cause to be redeemed such Obligations if it shall have received a sum
sufficient for such redemption. Except as aforesaid, any moneys received by the
Indenture Trustee for the redemption of Obligations which may not be applied to
the redemption thereof shall be held in trust by the Indenture Trustee and
applied in the following manner: (1) in case such Indenture Default or such
event shall no longer be continuing, such moneys shall thereafter be applied to
the redemption of Obligations in accordance with the applicable provisions of
the Obligations and of this Article III, (2) in the event the Secretary shall
have assumed the Obligations pursuant to Section 6.09 or shall have been
required to pay the Guarantees, such moneys shall be paid over by the Indenture
Trustee to the Secretary or (3) if no Obligation shall be Outstanding, and the
Secretary shall not have been required to pay the Guarantees, such moneys shall
be paid to the Shipowner.


     SECTION 3.02.  Redemptions  Without  Premium.  (a)  Mandatory  Sinking Fund
Redemptions.  The  Obligations  are subject to redemption at a Redemption  Price
equal to 100% of the principal  amount thereof,  together with interest  accrued
thereon to the  Redemption  Date,  through the operation of a mandatory  sinking
fund providing for semi-annual redemption commencing and continuing on the dates
and in the principal amounts specified in the Obligations, plus interest accrued
thereon to the applicable sinking fund Redemption Date; provided,  however, that
in the event of any special  redemption  pursuant to Sections 3.04, 3.05 or 3.06
below,  the principal  amount of Obligations  to be redeemed on each  subsequent
mandatory  sinking fund  Redemption  Date shall be reduced by an amount equal to
the  principal  amount of the  Obligations  retired  by  reason of such  special
redemption  divided by the number of  mandatory  sinking fund  Redemption  Dates
(including the Stated Maturity of the Obligations) scheduled thereafter.


     (b) Credit Against Mandatory Sinking
Fund Redemptions. In lieu of making all or any part of any such mandatory
sinking fund redemption of the Obligations, the Shipowner may, at its option,
receive 100% credit for Obligations that have been (1) redeemed by the Shipowner
pursuant to the optional redemption provision provided in subsection (c) below,
or (2) purchased or acquired by the Shipowner (other than by redemption) and
delivered to the Indenture Trustee for cancellation pursuant to Section 2.10
above. These Obligations shall be credited by the Indenture Trustee only under
the following conditions: at least 40 days but not more than 60 days prior to
the due date for such mandatory sinking fund redemption, the Shipowner delivers
a Request to the Indenture Trustee, (i) specifying the principal amount of
Obligations to be credited, (ii) certifying that none of the Obligations have
previously been made the basis of any credit and that the Shipowner is not
restricted by contract from seeking the requested credit, and (iii) presenting
the uncancelled Obligations to be credited


     (c) Optional Sinking Fund
Redemptions. At its option, the Shipowner may redeem on any mandatory sinking
fund Redemption Date, at a redemption price equal to 100% of the principal
amount thereof, an additional principal amount of Obligations up to the
principal amount of the Obligations required to be redeemed under subsection (a)
above on such date, and before any reduction pursuant to the proviso of that
subsection. The right to make any such optional sinking fund redemption shall
not be cumulative. If the Shipowner shall elect to make any such optional
sinking fund redemption, the Shipowner shall, at least 40 days but not more than
60 days prior to such mandatory sinking fund Redemption Date, deliver to the
Indenture Trustee a Request stating that the Shipowner intends to exercise its
right as set forth in this subsection to make such optional sinking fund
redemption and specifying the additional principal amount of Obligations which
the Shipowner intends to redeem on such mandatory sinking fund Redemption Date.


     (d) Mandatory Redemptions Without
Premium. The Obligations of each series shall be subject to redemption without
premium when redemption is required by the conditions specified in Sections
3.02, 3.04, 3.05 and 3.06.


     (e) Adjustments of Redemption
Payments. If there is an adjustment in mandatory redemption payments as a result
of redemptions under this Section or any other provision of the Indenture, the
Shipowner shall recompute the remaining mandatory redemption payments pursuant
to such provisions and shall, at least 60 days prior to the next Interest
Payment Date, submit to the Secretary for his review of such recomputation to
ascertain compliance with the provisions of this Indenture, a table of revised
mandatory redemption payments on the Obligations of such series reflecting the
adjustments made pursuant to such provisions as a result of such redemption.
Upon advice by the Secretary that he finds such recomputation to comply with
such provisions, the Shipowner shall submit said table to the Indenture Trustee
and the Indenture Trustee shall promptly submit a copy thereof to each Holder of
an Obligation of such series.


     SECTION 3.03. Optional Redemptions
of Obligations at Premium. At its option, the Shipowner may redeem the
Obligations, in whole or in part, at any time, at the redemption prices
specified in the Obligations, together with the interest accrued thereon;
provided that, no such redemption shall be made prior to the date specified in
the Special Provisions, directly or indirectly with the proceeds of, or in
anticipation of, borrowing by or for the account of the Shipowner if such
borrowing has an effective interest cost (calculated in accordance with
generally accepted financial practice) of less than the rate of interest borne
by the Obligations. The Shipowner may redeem such Obligations on a date at least
40 days but not more than 60 days from the Indenture Trustee's receipt of the
Request to make such an optional redemption and specifying the Redemption Date
and the principal amount of Obligations which the Shipowner intends to redeem.
If this Request proposes a redemption prior to the date specified in the Special
Provisions, the Shipowner shall include with the Request an Officer's
Certificate stating that the redemption complies with the proviso relating to
early redemptions.


     SECTION 3.04. Redemptions to Comply
with Section 1104A(b)(2) of the Act. The Shipowner and the Secretary may Request
a Redemption Date, at least 40 days but not more than 60 days from the Indenture
Trustee's receipt of the Request, for the redemption of certain Obligations
because the principal amount of the Outstanding Obligations are in excess of the
amount eligible for guarantee by the United States under Section 1104A(b)(2) of
the Act. Upon receipt, the Indenture Trustee shall promptly give notice to the
Holders of the Redemption Date as provided in Section 3.08 and on that date
shall redeem the principal amount of Obligations specified in the instruction
together with the interest accrued thereon.


     SECTION 3.05. Redemption after Total
Loss, Requisition of Title, Seizure or Forfeiture of a Vessel or Termination of
Certain Contracts. The Shipowner and the Secretary may Request a Redemption
Date, at least 40 days but not more than 60 days from the Indenture Trustee's
receipt of the Request, for the redemption of certain Obligations because of (1)
an actual, constructive, agreed or compromised total loss of a Vessel, (2)
requisition of title to, or seizure or forfeiture of a Vessel or (3) termination
of a primary Construction Contract. Upon receipt, the Indenture Trustee shall
promptly give notice to the Holders of the Redemption Date as provided in
Section 3.08 and on that date shall redeem such principal amount of Obligations
together with the interest accrued thereon.


     SECTION 3.06. Redemption After
Assumption by the Secretary. At any time after the Secretary has assumed the
Obligations under Section 6.09 of the Indenture, the Secretary may Request a
Redemption Date, at least 40 days but not more than 60 days from the Indenture
Trustee's receipt of the Request, for the redemption of all or part of the
Obligations. Upon receipt, the Indenture Trustee shall promptly give notice to
the Holders of the Redemption Date as provided in Section 3.08 and on that date
shall redeem such principal amount of Obligations together with the interest
accrued thereon.


     SECTION 3.07. Determination of
Obligations to be Redeemed. If less than all the Obligations are to be redeemed
pursuant to Sections 3.03, 3.04 or 3.05, the Indenture Trustee shall select the
particular Obligations to be redeemed by multiplying the total principal amount
to be redeemed by a fraction, the numerator of which is the amount each Holder
of an Outstanding Obligation is owed and the denominator is the total principal
amount of the Outstanding Obligations, making adjustment so that the principal
amount of any Obligation to be redeemed shall be $1,000 or an integral multiple
thereof.


     SECTION 3.08. Notices of Redemption.
(a) In case of any redemption of Obligations, whether mandatory or optional, the
Indenture Trustee shall send a notice of redemption indicating (1) the
Redemption Date, (2) the Redemption Price, (3) if only a part of such
Obligations is to be redeemed, the numbers or other identification of the
Obligations and the principal amount thereof to be redeemed, (4) the place of
payment upon redemption and (5) that interest shall cease to accrue after the
Redemption Date if the Indenture Trustee or any Paying Agent shall have in fact
received the required moneys. A copy of the notice shall be mailed by first
class mail, postage prepaid, at least 30 days prior to the Redemption Date, to
each Holder of an Outstanding Obligation that is to be redeemed in whole or in
part, at the last address appearing upon the Obligation Register.


     SECTION 3.09. Deposit of Redemption
Moneys. Prior to the opening of business on any Redemption Date, the Shipowner
shall cause to be deposited with the Indenture Trustee or with any Paying Agent
an amount sufficient for such redemption with irrevocable directions to it to so
apply the same. Failure to so deposit the amounts with the Indenture Trustee or
the Paying Agent shall render any notice to redeem of no effect.


     SECTION 3.10. Payment of Redemption
Price. (a) If notice of redemption shall have been given as provided above, the
Obligations or portions thereof specified in such notice shall become due and
payable on the Redemption Date and at the place of payment and the Redemption
Price stated in such notice, and on and after said Redemption Date (unless the
Shipowner shall default in payment of the Redemption price or shall decide to
cancel the notice of optional redemption) interest on the Obligations or
portions thereof so called for redemption shall cease to accrue. Upon
presentation and surrender of such Obligations in accordance with such notice,
such Obligations or the specified portions thereof shall be paid and redeemed at
the applicable Redemption Price.


     (b) Upon presentation of any
Obligation redeemed in part only, the Shipowner shall execute and the Indenture
Trustee shall authenticate and deliver to the order of the Holder thereof, at
the expense of the Shipowner, a new Obligation or Obligations of like series and
Stated Maturity, of authorized denominations, having endorsed thereon a
Guarantee executed by the Secretary, in principal amount equal to the unredeemed
portion of the Obligation so presented, or, at the option of such Holder, there
may be noted thereon by the Indenture Trustee or, at its direction, by any
Paying Agent the payment of the portion of the principal amount of such
Obligation so called for redemption.


ARTICLE IV

CASH HELD BY INDENTURE TRUSTEE OR PAYING AGENTS


     SECTION 4.01. Generally. (a) To the
extent required by the Obligations, cash received by the Indenture Trustee or a
Paying Agent shall be promptly paid to the Holders of the Outstanding
Obligations and all other cash shall be held by the Indenture Trustee or a
Paying Agent as a special deposit in trust for application in accordance with
this Indenture.


     (b) Cash held by the Indenture
Trustee or any Paying Agent (other than the Shipowner) under this Indenture: (1)
need not be segregated; (2) shall not be invested; and (3) shall not bear
interest except to the extent the Shipowner and the Indenture Trustee or Paying
Agent may agree.


     SECTION 4.02.  Paying  Agents. (a) A Paying Agent  appointed in writing
by  the  Shipowner  shall  enter  into  a  contract  with the Indenture Trustee,

agreeing that the Paying Agent will:


     (1) hold in trust all sums held by
it for the payment of the principal of (and premium, if any) or interest on
Obligations for the benefit of the Holders of such Obligations, and for the
benefit of the Indenture Trustee;


     (2) forthwith give written notice to
a Responsible Officer in the Corporate Trust Office signed by a Responsible
Officer of the Paying Agent of (A) any payment by the Shipowner of the principal
of (and premium, if any) or interest on Obligations, specifying the amount paid,
segregated as to principal (premium, if any) and interest, and identifying each
Obligation on which any payment was made by number, date, series, Stated
Maturity and the name of the Obligee, and (B) any failure of the Shipowner to
make any such payment when the same shall be due and payable; and


     (3) promptly, and in no event later
than ten days after any payment made by it hereunder, give written notice to a
Responsible Officer in the Corporate Trust Office of all payments of Obligations
made by it, including and identifying all endorsements of payment made on
Obligations by it, signed and containing the specified information as provided
in subparagraph (2) above, and deliver for cancellation to the Indenture Trustee
all Obligations surrendered to the Paying Agent.


     (b) The Shipowner may at any time
cause to be paid to the Indenture Trustee all sums held in trust by any Paying
Agent pursuant to this Section, such sums to be held by the Indenture Trustee
upon the same trusts.


     SECTION 4.03. Unclaimed Amounts.
Subject to applicable law, including State escheat laws, any moneys received by
the Indenture Trustee or a Paying Agent, for the payment of Obligations or
Guarantees and remaining unclaimed by the Holders thereof for 6 years after the
date of the Maturity of said Obligations shall be paid to the Shipowner upon its
delivery of a Request to the Indenture Trustee, unless the Secretary has
previously paid the Guarantees, in which case it shall be paid only upon a
request of the Secretary. In such event, such Holders shall thereafter be
entitled to look only to the Person that received the unclaimed amounts for the
payment thereof, and the Indenture Trustee or such Paying Agent, as the case may
be, shall thereupon be relieved from all responsibility to such Holders. No such
Request or payment shall be construed to extend any statutory period of
limitations which would have been applicable in the absence of such Request or
payment.


     SECTION 4.04. Application of Funds.
If at any time the Indenture Trustee shall hold funds under Section 4.03, the
application, distribution or payment of which is not governed by a Request of
the Shipowner or the Secretary delivered pursuant to any provision of the
Indenture, the Indenture Trustee shall give written notice, in the absence of an
Indenture Default, thereof to the Shipowner or to the Secretary if the an
Indenture Default exists or the Secretary has paid the Guarantees. The Shipowner
or the Secretary, as applicable, shall promptly thereafter deliver to the
Indenture Trustee a Request.


ARTICLE V

SHIPOWNER'S REPRESENTATIONS AND AGREEMENTS


     The Shipowner hereby represents and
agrees, so long as Obligations are Outstanding, as follows:


     SECTION 5.01.
  Authorization,  Execution and Delivery of Indenture. The
Shipowner has duly authorized the execution and delivery of this Indenture.


     SECTION 5.02.  Payment.  The Shipowner will duly and punctually pay the
principal of (and premium,  if any) and interest on the Obligations according to

the terms thereof and of this Indenture.


     SECTION 5.03. Offices or Agencies of
Shipowner. The Shipowner shall at all times maintain an office in the location
within the United States specified in Article Second of the Special Provisions.
Obligations and demands to or upon the Shipowner may be presented for payment,
registration of transfer and exchange at this office. The Corporate Trust Office
and a Paying Agent shall also be deemed offices for such purpose.


ARTICLE VI

INDENTURE DEFAULTS AND REMEDIES


     SECTION 6.01. What Constitutes
"Indenture Defaults." (a) Each of the following events shall
constitute an "Indenture Default": (1) Default in the payment of the
whole or any part of the principal or interest on any of the Outstanding
Obligations when the same shall become due and payable, whether by reason of
Maturity, redemption, acceleration or otherwise, or any default referred to in
Section 6.08, and continuation of any such default for a period of 30 days
(herein called a "Payment Default"); and (2) The giving of a
Secretary's Notice to the Indenture Trustee.


     (b) The Indenture Trustee shall give
to the Obligees, the Secretary and the Shipowner prompt notice in writing of any
Indenture Default (unless such default shall have been remedied prior to the
giving of such notice); provided that, the Indenture Trustee shall have no duty
to give any such notice until a Responsible Officer of the Corporate Trust
Office, has actual knowledge of such Indenture Default. The notice of an
Indenture Default to the Obligees shall (1) specify the nature of such Indenture
Default, (2) state that, by reason thereof, the Indenture Trustee is entitled
under the Indenture to demand payment by the Secretary of the Guarantees, (3)
set forth the provisions of Section 6.04(b)(3) and (5), and (4) advise the
Obligees of the provisions of Section 6.02.


     SECTION 6.02. Demand for Payment of
Guarantees. (a) If an Indenture Default shall have occurred and be continuing,
the Indenture Trustee shall, no later than 60 days from the date of such
Indenture Default, demand payment by the Secretary of the unpaid interest to the
date of such payment on, and the unpaid balance of the principal of, all
Outstanding Obligations, whereupon the entire unpaid principal amount of the
Outstanding Obligations and all unpaid interest thereon shall become due and
payable no later than 30 days from the date of such demand; provided that, in
the case of a demand made as a result of a Payment Default, if, prior to the
expiration of 30 days from the date of such demand and prior to any payment of
the Guarantees by the Secretary, the Secretary shall find, and give written
notice to the Shipowner and the Indenture Trustee to the effect that, there was
no Payment Default or that such Payment Default was remedied prior to such
demand, such demand and the Indenture Default shall be of no legal effect or
consequence. In each such case, the Guarantees shall remain in full force and
effect. The Indenture Trustee shall give to each Obligee and to the Shipowner
prompt written notice of any demand made by the Indenture Trustee pursuant to
this paragraph (a), any such notice to Obligees to be given as provided in
Section 13.01.


     (b) If the Indenture Trustee shall
not have made the demand referred to in paragraph (a) of this Section on or
before the 30th day following an Indenture Default which shall have occurred and
be continuing and if the Holders of all Outstanding Obligations shall not have
theretofore elected to terminate the Guarantees as provided in Section
6.04(a)(2), any Holder of an Outstanding Obligation, by an Act of Obligees
delivered to the Secretary (with copies thereof to the Indenture Trustee and the
Shipowner), may, in place of the Indenture Trustee and on behalf of all Holders
of Outstanding Obligations, make such demand, subject to all the provisions of,
and with the effect provided in, paragraph (a) of this Section.


     SECTION 6.03. Appointment of
Indenture Trustee and Holders of Outstanding Obligations as Attorneys-in-Fact.
Each Holder of an Outstanding Obligation by the purchase and acceptance of its
Obligation, irrevocably appoints the Indenture Trustee and each other Holder of
an Outstanding Obligation its agent and attorney-in-fact for the purpose of
making the demand provided for in Section 6.02 and (in the case of the Indenture
Trustee) of receiving and distributing any payment or payments by the Secretary
made pursuant to any such demand.


     SECTION 6.04. Termination and
Payment of the Guarantees. (a) Except as otherwise provided in Section 6.08, the
Guarantee with respect to any Obligation shall only terminate in case of the
occurrence of one or more of the following events:


(1) Such Obligation shall have been Retired or Paid;


     (2) The Holders of all Outstanding
Obligations shall have elected, by Act of Obligees delivered to the Secretary,
to terminate the Guarantees;


     (3) Such Guarantee shall have been
paid in full in cash by the Secretary; or


     (4) The Indenture Trustee and each
Obligee shall have failed to demand payment of such Guarantee as provided herein
or in such Guarantee or in the Act.


     (b) Subject to the provisions of
Section 6.08, when the Secretary shall pay the Guarantees in full in cash to the
Indenture Trustee:


     (1) The Indenture Trustee shall hold
the entire amount thereof in trust for the sole purpose of providing for the
payments specified in subparagraph (5) below;


     (2) No Obligation or Obligations
shall thereafter be issued;


     (3) The Obligations (A) shall
represent only the right to receive the payments from the Indenture Trustee
specified in subparagraph (5) below, (B) shall otherwise no longer constitute or
represent an obligation of the Shipowner, and (C) shall not be entitled to any
other rights or benefits under this Indenture;


     (4) The Indenture Trustee shall
forthwith give written notice to the Shipowner and to each of the Obligees,
stating that it has received payment of the Guarantees in full in cash from the
Secretary and that the same is available for distribution to the Obligees in the
manner specified in subparagraph (5) below (and the Indenture Trustee shall give
like notice to the Holders of the Obligations at least annually thereafter for a
period of 6 years or until all Obligations shall have been cancelled, whichever
is earlier); and


     (5) Upon the surrender for
cancellation of any Obligation, the Indenture Trustee shall forthwith pay to the
Holder of such Obligation in cash an amount (less the amount, if any, required
to be withheld in respect of transfer or other taxes on payment to such Holder)
equal to the unpaid principal amount of such Obligation and the unpaid interest
accrued thereon to the date on which the Secretary shall have paid the
Guarantees in full in cash to the Indenture Trustee.


     (c) If the Secretary shall not have
paid the Guarantees in full in cash to the Indenture Trustee within 30 days
after any demand therefor pursuant to Section 6.02 (whether or not because the
Secretary makes any of the findings or takes the action referred to in the
proviso of Section 6.02(a)), the Indenture Trustee shall give prompt written
notice of such nonpayment to each Obligee and the Shipowner. If the Indenture
Trustee shall have received notice of any of these findings or actions, such
notice to each Obligee shall so state.


     SECTION 6.05. Rights of Indenture
Trustee After Indenture Default. Unless the Guarantees have terminated as
provided herein, the Indenture Trustee's sole right shall be to demand and
receive payment of the Guarantees from the Secretary and to take all action, on
behalf of itself and each Holder, to enforce its rights against the Secretary
under the Guarantees, including but not limited to the institution and
prosecution of all judicial and other proceedings. If the Guarantees have
terminated under Section 6.04(a)(4) without payment by the Secretary, the
Indenture Trustee shall have the right on behalf of itself and each Holder to
take all action to enforce its rights directly against the Shipowner (but not
the Secretary), including but not limited to the institution and prosecution of
all judicial and other proceedings.


     SECTION 6.06. Obligees' Right to
Direct Indenture Trustee After Indenture Default. (a) During the continuance of
any Indenture Default, the Holders of a majority in principal amount of the
Outstanding Obligations shall have the right, by an Act of Obligees, to direct
the Indenture Trustee: (1) to exercise or to refrain from exercising any right
or to enforce any remedy granted to it by this Indenture; and (2) to direct the
time, method and place of the exercise of any such right or the enforcement of
any such remedy; provided that, subject to Section 7.03, the Indenture Trustee
shall have the right not to take any such action if it shall determine in good
faith that the action would involve it in personal liability, would subject it
to expenses against which it has not been offered adequate security and
indemnity, or would be unjustly prejudicial to the Obligees not parties to such
direction; and provided further that, notwithstanding any other provision of
this Indenture to the contrary, the Indenture Trustee shall be obligated to
demand payment of the Guarantees as provided in Section 6.02(a) unless the
Holders of all the Outstanding Obligations shall have directed him not to make
demand.


     (b) Nothing in paragraph (a) shall
affect the right of any Obligee to institute any judicial or other proceeding,
if the Indenture Trustee declines to do so, against the Secretary while the
Guarantees are in effect or against the Shipowner or the Indenture Trustee if
the guarantees have terminated under Section 6.04(a)(4); provided, however, that
such action does not seek to obtain priority or preference over any other
Obligees or to enforce any right under this Indenture, except for the equal and
ratable benefit of all the Obligees.


     SECTION 6.07. Attorneys' Fees and
Costs. In any proceeding for the enforcement of any right or remedy under this
Indenture, or in any proceeding against the Indenture Trustee for any action
taken or omitted by it as Indenture Trustee, the court may in its discretion
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant, having due regard to the merits and good faith of the claims or
defense made by such party litigant. The provisions of this Section shall not
apply to any proceeding instituted by the Indenture Trustee or any proceeding
instituted by any Obligee against the Secretary or the Shipowner for the payment
of the principal of (and premium, if any) and interest on the Obligations.


     SECTION 6.08. Rescission of
Payments. Notwithstanding any other provision of this Indenture, or of the
Obligations, in the event that any payment to or on behalf of an Obligee of the
principal of or interest due under any Obligation, or any portion of any such
payment, shall at any time be repaid by such Obligee in compliance with a final
order of a court of competent jurisdiction pursuant to any provision of the
Bankruptcy Code or any Federal Law replacing or superseding such Code, or
applicable state law, and regardless of whether there has been any previous
Indenture Default and any payment pursuant thereto, or whether such Obligation
shall theretofore have been acquired by the Shipowner or cancelled, or whether
an instrument satisfying and discharging this Indenture shall have been executed
and delivered, (1) such Obligation shall not be deemed to have been Retired or
Paid and shall be deemed to be Outstanding, (2) the return of such payment in
whole or in part in compliance with the order of such court shall constitute a
default in payment of such Obligation within the meaning of Section 6.01(a),
which default shall be deemed to have occurred on the date of such repayment and
which default, if continued for 30 days, will constitute a Payment Default, (3)
the Guarantee of such Obligation and (to the extent necessary to enforce such
Obligation and Guarantee) this Indenture shall be in full force and effect, and
(4) the Person required to return such payment or portion thereof shall be
deemed for all purposes to be a Holder of such Obligation and entitled to
enforce such Obligation and Guarantee to the extent of such repayment and, if
there shall not be any Indenture Trustee hereunder then in office, such Person
shall also be entitled to exercise on his own behalf all the rights of the
Indenture Trustee hereunder necessary for such enforcement; provided that, in
the event the Guarantee of any Obligation shall have terminated for reasons set
forth in Section 6.04(a)(2) or (4) of this Indenture prior to the aforesaid date
of repayment the provisions of this Section shall not apply to such Obligation.


     SECTION 6.09. Assumption of
Obligations by Secretary. (a) Notwithstanding anything to the contrary contained
herein, in the absence of a demand under Section 6.02 hereof and upon the
occurrence of a default in the payment of any principal or interest due under
the Obligations which has continued for 25 days or more or upon the Secretary's
giving a Secretary's notice under this Indenture, the Secretary may, in its sole
discretion, prior to receipt by the Secretary of demand for payment of the
Guarantees in accordance with this Indenture, assume the rights and obligations
of the Shipowner under this Indenture and the Obligations by (i) giving to the
Shipowner and Indenture Trustee a signed notice stating that it has assumed the
Obligations and the Indenture and (ii) making any payment of principal or
interest which is due under the Obligations.


     (b) The Indenture Trustee and the
Shipowner hereby agree that, upon the Indenture Trustee's receipt of the notice
and payments referred to in paragraph (a)(i) and (ii) of this section, the
Secretary's assumption shall, as of the date of the Secretary's execution of the
notice, be effective and binding upon the Indenture Trustee and the Shipowner
and their respective successors or assigns without further act or deed. Upon an
assumption by the Secretary, the Secretary shall succeed to and be substituted
for and may exercise every right and power of the Shipowner under this Indenture
and the Obligation with the same force and effect as if the Secretary has been
named as the Shipowner herein and therein. The Secretary may exercise its rights
under this section as often as it deems appropriate in its sole discretion.


ARTICLE VII

THE INDENTURE TRUSTEE


     SECTION 7.01.  Acceptance of Trusts.
The   Indenture   Trustee   hereby accepts the trusts of this Indenture.


     SECTION 7.02. Eligibility of
Indenture Trustee. (a) The Indenture Trustee shall at all times be a bank with
corporate trust powers or trust company which (1) is organized and doing
business under the laws of the United States, any state or territory thereof,
(2) has a combined capital and surplus (as set forth in its most recent
published report of condition) of at least $25,000,000, and (3) shall not have
become incapable of acting or have been adjudged a bankrupt or an insolvent nor
have had a receiver appointed for itself or for any of its property, nor have
had a public officer take charge or control of it or its property or affairs for
the purpose of rehabilitation, conservation or liquidation.


     (b) Should the Indenture Trustee at
any time cease to be eligible, pursuant to this Section, to act as trustee, it
shall promptly notify the Obligees, the Shipowner and the Secretary of such
fact; and should the Shipowner obtain knowledge of such ineligibility, it shall
promptly advise the Indenture Trustee, the Secretary, and the Obligees of all
the relevant facts.


     SECTION 7.03. Rights and Duties of
Indenture Trustee. (a) The Indenture Trustee shall not be responsible for the
correctness of the Recitals in the Special Provisions hereof or in the
Obligations (except the Indenture Trustee's authentication certificate thereon),
all of which Recitals are statements made solely by the Shipowner.


     (b) The Indenture Trustee shall not
be responsible for the validity, execution by other parties thereto, or
sufficiency of this Indenture, the Authorization Agreement, the Obligations or
the Guarantees.


     (c) The Indenture Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


     (d) Except during the continuance of
any Indenture Default, the Indenture Trustee shall perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee.


     (e) No provision of this Indenture
shall relieve the Indenture Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct; provided that:


     (1) Except during the continuance of
an Indenture Default, in the absence of bad faith on the part of the Indenture
Trustee, the Indenture Trustee may conclusively rely upon certificates or
opinions conforming to the requirements of this Indenture as to the truth of the
statements and the correctness of the opinions expressed therein; and


     (2) The Indenture Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with an Act of Obligees relating to the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee.


     (f) Subject to paragraph (i) of this
Section, the Indenture Trustee shall be under a duty to examine certificates and
opinions required by this Indenture to be furnished to it to determine whether
or not they conform to the requirements hereof.


     (g) Subject to paragraph (c) of this
Section, the Indenture Trustee may rely and shall be protected in acting upon
any resolution, certificate, opinion, notice, request, consent, order,
appraisal, report, bond, or other paper or document believed by it to be
genuine, to have been signed by the proper party or parties and to be in
conformity with the provisions of this Indenture.


     (h) Subject to paragraph (c) of this
Section, in all cases where this Indenture does not make express provision as to
the evidence on which the Indenture Trustee may act or refrain from acting, the
Indenture Trustee shall be protected in acting or refraining from acting
hereunder in reliance upon an Officer's Certificate as to the existence or
nonexistence of any fact.


     (i) Subject to paragraph (c) of this
Section, the Indenture Trustee may consult with counsel satisfactory to the
Indenture Trustee, and an Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with such Opinion of Counsel.


     (j) Whenever it is provided that the
Indenture Trustee shall take any action, including the giving of any notice or
the making of any demand, or refrain from taking any action upon the happening
or continuation of a specified event (including an Indenture Default) or upon
the fulfillment of any condition or upon the Request of the Shipowner or of
Obligees or upon receipt of any notice, including a Secretary's Notice, the
Indenture Trustee shall, subject to paragraph (c) of this Section, have no
liability for failure to take such action or for failure to refrain from taking
such action until a Responsible Officer in the Corporate Trust Office, has
actual knowledge of such event or continuation thereof or the fulfillment of
such conditions or shall have received such Request.


     (k) Subject to paragraph (c) of this
Section, the Indenture Trustee shall not be under any obligation to exercise any
of the trusts or powers hereof at the request, order or direction of any
Obligees or the Secretary, unless such Obligees or the Secretary shall have
offered to the Indenture Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred thereby.


     (l) The Indenture Trustee, in its
individual or any other capacity, may become the owner or pledgee of Obligations
with the same rights it would have if it were not Indenture Trustee.


     (m) Notwithstanding any other
provision of this Indenture, the Indenture Trustee shall not take any action
contrary to the terms of the Authorization Agreement, and any such purported
action or any attempt to take such action shall be void and of no effect.


     (n) No provision of this Indenture
shall require the Indenture Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


     (o) Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section.


     (p) Upon the execution and delivery
of an instrument satisfying and discharging this Indenture as provided in
Section 12.01 hereof, all duties and obligations of the Indenture Trustee
hereunder (except with respect to the application of funds for the payment of
Obligations then held by the Indenture Trustee) shall cease and shall not
thereafter be revived, whether or not the Indenture shall thereafter be in full
force and effect as provided in Section 6.08.


     (q) Notwithstanding any other
provision of this Indenture or the Authorization Agreement, the Indenture
Trustee shall have no duty to exercise any of its rights or powers hereunder
with respect to a Payment Default by reason of a repayment referred to in
Section 6.08 unless and until it shall have received notice of such default and
information concerning (1) the date thereof, (2) the Obligation to which such
repayment relates, (3) the Person making such repayment, (4) the amounts of such
repayment attributable to principal, premium and interest on such Obligation,
and (5) the Interest Payment Date or other date on which the Obligee received
the moneys to which the court order mentioned in Section 6.08 relates.


     SECTION 7.04. Compensation, Expenses
and Indemnification of Indenture Trustee. The Shipowner shall (1) pay reasonable
compensation to the Indenture Trustee and reimburse it for its reasonable
expenses and disbursements (including counsel fees and expenses) and (2)
indemnify the Indenture Trustee for, and hold it harmless against, any loss,
liability or expense which it may incur or suffer without negligence or bad
faith in acting under this Indenture or the Authorization Agreement. The
compensation of the Indenture Trustee shall not be limited to the compensation
provided by law for a trustee acting under an express trust.


     SECTION 7.05. Resignation and
Removal of Indenture Trustee. (a) The Indenture Trustee may resign at any time
by giving written notice to the Shipowner. Within 10 days thereafter, the
resigning Indenture Trustee shall give notice of such resignation to the
Obligees in the manner provided in Section 13.01. If the resigning Indenture
Trustee fails to do so within such 10-day period, within the next succeeding 10
days the Shipowner shall give such notice in the same manner.


     (b) The Indenture Trustee may at any
time be removed by (1) written notice to the Indenture Trustee and the Shipowner
by the Holders of a majority in principal amount of the Outstanding Obligations;
or (2) written notice to the Indenture Trustee by the Shipowner or the Secretary
that the Indenture Trustee has ceased to be eligible under Section 7.02(a).


     (c) Any resignation or removal of
the Indenture Trustee shall be effective only upon appointment of a successor
Indenture Trustee approved by the Secretary


     SECTION 7.06. Appointment of
Successor Indenture Trustee. (a) If any notice of resignation or of removal
shall have been given pursuant to Section 7.05, then a successor Indenture
Trustee may be appointed by the Shipowner; provided that, if such successor
Indenture Trustee is not so appointed (or has not accepted such appointment)
within 15 calendar days after the giving of any such notice, such appointment
may be made (1) by the Secretary or (2) by a court of competent jurisdiction
upon the application of the Secretary, the Shipowner, the retiring Indenture
Trustee or any Person who then is, and has been, the Holder of an Outstanding
Obligation for at least 6 months.


     (b) No successor Indenture Trustee
shall be appointed without the prior written consent of the Secretary and until
such successor Indenture Trustee shall enter into an amendment to the
Authorization Agreement as provided therein.


     (c) If a successor Indenture Trustee
is appointed, approved by the Secretary and accepts such appointment, the
Shipowner shall give notice to the Obligees of such appointment in the manner
provided in Section 13.01. The failure of the Shipowner to give such notice
shall not affect the validity of any such appointment.


     SECTION 7.07. Effect of Appointment
of Successor Indenture Trustee. Each successor Indenture Trustee shall
forthwith, without further act or deed, succeed to all the rights and duties of
its predecessor in trust under this Indenture and the Authorization Agreement.
Upon the written request of the successor Indenture Trustee or the Shipowner and
upon payment by the Shipowner of all amounts due to such predecessor under this
Indenture, such predecessor shall promptly deliver to such successor Indenture
Trustee all sums held hereunder, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the
successor Indenture Trustee under this Indenture and shall transfer, assign and
confirm to the successor Indenture Trustee all its rights under this Indenture
in such manner as deemed by such successor Indenture Trustee or the Shipowner to
be necessary or appropriate in connection therewith.


     SECTION 7.08. Merger, Consolidation
or Sale of Indenture Trustee. In the event of any merger (including for the
purposes of this Section, the conversion of a state bank into a national banking
association or vice versa) or consolidation of the Indenture Trustee into any
other Person or in the event of the sale of all or substantially all the
Indenture Trustee's corporate trust business, the Person resulting from such
merger or consolidation, or the transferee in the case of any such sale, shall
forthwith notify the Shipowner and, subject to Section 7.02(a) and 7.06(b),
shall be the Indenture Trustee under this Indenture and the Authorization
Agreement without further act or deed.


                        ARTICLE VIII


CONSOLIDATION OR MERGER OF SHIPOWNER OR SALE OF VESSEL


     SECTION 8.01. Consolidation or
Merger of Shipowner or Sale of Vessel. (a) Nothing in this Indenture shall
prevent any lawful consolidation or merger of the Shipowner with or into any
other Person, or any sale of a Vessel by the Shipowner, the Secretary or a court
of law to any other Person lawfully entitled to acquire and operate such Vessel
or any sale by the Shipowner, the Secretary, or a court of law of all or
substantially all of its assets to any other Person; provided that, except where
the Shipowner shall be the Person surviving a merger or consolidation, either
(1) the Person formed by or surviving such consolidation or merger, or the
Person to which the sale of such Vessel shall be made, shall expressly assume,
by Supplemental Indenture, the payment of the principal of and interest (and
premium, if any) on the Proportionate Part of the Outstanding Obligations, as
determined by the Secretary, relating to such Vessel and expressly assume the
Shipowner's duties under the Indenture, or (2) to the extent that the Secretary
determines that the Outstanding Obligations and the duties under the Indenture
are not so assumed, the Shipowner shall redeem the principal amount of those
unassumed Obligations in accordance with the terms of the Obligations and of the
Indenture.


     (b) When a Person so assumes this
Indenture and such Proportionate Part of the Outstanding Obligations, the
Supplemental Indenture shall discharge and release the Shipowner from any and
all obligations thereunder relating to such Proportionate Part of the
Outstanding Obligations. In the event of such an assumption by a Person to whom
a Vessel has been sold (1) such Person shall succeed to, and be substituted for,
and may exercise every right and power of the original Shipowner with the same
effect as if such successor Shipowner had been named as the Shipowner herein and
(2) such Proportionate Part of the Outstanding Obligations shall be surrendered
to the Indenture Trustee for appropriate notation or for the issuance of new
Obligations in exchange for such Proportionate Part of the Outstanding
Obligations in the name of the successor Shipowner, as required by the
Secretary. The principal amount of the Proportionate Part of the Outstanding
Obligations shall be determined by the Secretary.


ARTICLE IX

ACTS OF OBLIGEES


     SECTION 9.01. Acts of Obligees. (a)
Except as herein otherwise expressly provided, an Act of Obligees shall become
effective when it is delivered to the Indenture Trustee and, where it is
expressly required, to the Shipowner and the Secretary. Proof of execution of
any instrument appointing an agent or attorney to execute an Act of Obligees
made in the manner of subsection (b) below shall be sufficient for any purpose
of this Indenture.


     (b) The fact and date of the
execution by any Person of any instrument referred to in paragraph (a) of this
Section may be proved by the affidavit of a witness of such execution or by the
certificate or acknowledgment of any notary public, stating that the individual
signing such instrument acknowledged to him the execution thereof. The fact and
date of the execution of any such instrument, or the authority of the Person
executing the same, may also be proved in any other manner which the Indenture
Trustee (or, if such instrument is addressed to the Secretary, the Secretary)
deems sufficient.


     (c) Any Act of Obligees taken by the
Holder of any Obligation shall bind every future Holder of any of the
Obligations in respect of anything done or suffered to be done by the Indenture
Trustee, any Paying Agent or the Shipowner in reliance thereon, whether or not
notation of such action is made upon such Obligation.


ARTICLE X

SUPPLEMENTAL INDENTURES


     SECTION 10.01. Permissible Without
Action by Obligees. The Shipowner, the Indenture Trustee, or, where applicable,
the Secretary, may at any time, without the consent of or notice to any of the
Obligees, subject to Sections 10.02 and 10.05, enter into an indenture or other
instrument supplemental hereto and which thereafter shall form a part hereof,
for any one or more of the following purposes:


(1) to add to the covenants of the Shipowner;


     (2) to evidence, pursuant to Article
VIII, the succession of another corporation or entity to the Shipowner or any
assumption of all or part of the Obligations;


     (3) to eliminate any right reserved
to or conferred upon the Shipowner;


     (4) to make such provisions for the
purpose of curing any ambiguity or correcting or supplementing any provisions in
this Indenture as the Shipowner or the Secretary may deem necessary or
desirable, provided such provisions are not inconsistent with this Indenture and
shall not adversely affect the interests of the Obligees;


     (5) to provide for the issuance of
additional Obligations of any series and Stated Maturity theretofore issued
under this Indenture or to set forth the terms and provisions of any one or more
additional series of Obligations in accordance with Section 2.04; or


     (6) to evidence the assumption
pursuant to Section 6.09 by the Secretary of the Shipowner's obligations under
this Indenture and the Outstanding Obligations.


     SECTION 10.02. Protection of
Indenture Trustee. Upon receipt of a Request of the Shipowner that the Indenture
Trustee execute any Supplemental Indenture and upon receipt of any Act of
Obligees required pursuant to Section 10.04 and the consent of the Secretary
required pursuant to Section 10.05, the Indenture Trustee shall enter into such
Supplemental Indenture; provided that, the Indenture Trustee shall not be
obligated to enter into any Supplemental Indenture which the Indenture Trustee
believes adversely affects the Indenture Trustee's own rights, duties or
immunities under this Indenture.


     SECTION 10.03. Reference in
Obligations to Supplemental Indentures. Obligations authenticated and delivered
after the execution and delivery of any Supplemental Indenture may, with the
consent and approval of the Shipowner and the Indenture Trustee, contain a text
modified to conform to such Supplemental Indenture or have imprinted or stamped
thereon a legend with respect to such Supplemental Indenture, but no such
modification or legend shall be necessary to make such Supplemental Indenture
effective.


     SECTION 10.04. Waivers and
Supplemental Indentures with Consent of Obligees. With the consent of the
Holders of not less than 60% in principal amount of the Outstanding Obligations
of each series affected thereby, by Act of Obligees delivered to the Shipowner
and the Indenture Trustee, (x) compliance by the Shipowner with any of the terms
of the Indenture may be waived or (y) the Shipowner and the Indenture Trustee
may enter into any Supplemental Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of the
Obligations issued under this Indenture; provided that, no such waiver or
Supplemental Indenture shall:


     (a) Without the consent of all
Obligees affected thereby (1) change the Stated Maturity or reduce the principal
of any Obligation, (2) extend the time of payment of, or reduce the rate of,
interest thereon, (3) change the due date of or reduce the amount of any
mandatory sinking fund payment, (4) reduce any premium payable upon the
redemption of any Obligation, or (5) change the coin or currency in which any
Obligation or the interest thereon is payable; or


     (b) Without the consent of all
Obligees (l) terminate or modify any of the Guarantees or the obligations of the
Secretary thereunder, (2) reduce the amount of any of the Guarantees, (3)
eliminate, modify or condition the duties of the Indenture Trustee to demand
payment of the Guarantees or otherwise to comply with the provisions of Sections
6.02 and 6.04, (4) eliminate or reduce any of the eligibility requirements for
the Indenture Trustee stated in Section 7.02, or (5) reduce the percentage in
principal amount of the Outstanding Obligations of any series, the consent of
whose Holders is required for any such Supplemental Indenture, or required for
any waiver provided herein or to modify any of the provisions of this Section.


     It shall not be necessary for any
Act of Obligees under this Section to approve the particular form of any
proposed Supplemental Indenture, but it shall be sufficient if such Act shall
approve the substance thereof. Promptly after the execution of any Supplemental
Indenture pursuant to this Section, the Shipowner shall give notice thereof to
the Obligees in the manner provided in Section 13.01. Any failure of the
Shipowner to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such Supplemental Indenture.


     SECTION 10.05. Consent of Secretary.
Subject to the provisions of Section 11.01, no waiver pursuant to Section 10.04
shall be effective, and neither the Shipowner nor the Indenture Trustee shall
enter into any Supplemental Indenture, without the prior written consent of the
Secretary, and any purported action or attempt to take such action forbidden to
be taken by this Section shall be null and void ab initio and of no legal
effect.


     SECTION 10.06. Continued Validity of
the Guarantees. Notwithstanding anything herein to the contrary, this Indenture,
the Guarantees and the Authorization Agreement shall each remain in full force
and effect notwithstanding the assumption by the Secretary of the Obligations
pursuant to Section 6.09, and pursuant to Section 1103(e) of the Act, the
validity of the Guarantee of any Obligation shall be unaffected.


                         ARTICLE XI


          PERFORMANCE OF OBLIGATIONS TO SECRETARY


     SECTION 11.01. Performance of
Obligations to Secretary. Notwithstanding any provisions of this Indenture to
the contrary, upon termination of the Guarantees pursuant to Section 6.04(a),
each of the provisions of the Indenture which refers to the rights and duties of
the Secretary shall not be effective and the Sections containing such provisions
shall be read as though there were no such rights or duties.


                        ARTICLE XII


          SATISFACTION AND DISCHARGE OF INDENTURE


     SECTION 12.01. Satisfaction and
Discharge of Indenture. Whenever all Outstanding Obligations authenticated and
delivered hereunder shall have been Retired or Paid the Indenture Trustee shall
forthwith deliver to the Shipowner and the Secretary a duly executed instrument,
in form submitted to it by the Shipowner and reasonably satisfactory to the
Secretary, satisfying and discharging this Indenture and, at the time such form
of instrument is submitted to the Indenture Trustee the Shipowner shall deliver
to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each
stating that all conditions precedent herein provided relating to the
satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
Obligations of the Shipowner to the Indenture Trustee under Section 7.04 shall
survive.


ARTICLE XIII


MISCELLANEOUS


     SECTION 13.01. Notices and Demands.
Any communication to, the Indenture Trustee, the Shipowner or the Secretary
shall be deemed to have been sufficiently given or made by being mailed,
registered or certified mail, postage prepaid, addressed to the Indenture
Trustee, the Shipowner or the Secretary at their respective addresses appearing
in the Special Provisions of this Indenture or at such other address as any of
them may advise the others in writing from time to time. Any communication to,
the Obligees shall be deemed to have been sufficiently given or made by being
mailed, in the same manner, to the address of each Obligee last appearing on the
Obligation Register.


     SECTION 13.02. Waivers of Notice. In
any case where notice by mail or otherwise is provided herein, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event. Waivers of notice shall be filed with the Indenture
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken thereon in reliance upon any such waiver.


     SECTION 13.03. Benefit of Indenture.
This Indenture is for the sole benefit of the Shipowner, the Indenture Trustee,
the Holders and (until the obligations to the Secretary shall have terminated as
provided in Article XI) the Secretary.


     SECTION  13.04.  Execution  of
Counterparts.  This  Indenture  may  be executed in  any  number of counterparts.  All
such counterparts shall be deemed to be original and shall together constitute but
one and the same instrument.


     SECTION 13.05. Table of Contents;
Titles and Headings. Any table of contents, the titles of the Articles and the
headings of the Sections are not a part of this Indenture and shall not be
deemed to affect the meaning or construction of any of its provisions.


     SECTION 13.06. Immunity of
Incorporators, Stockholders, Limited Partners, Members, Officers and Directors.
No recourse shall be had for any payment regarding any Obligation, or upon any
provision of this Indenture, against any past, present or future incorporator,
stockholder, limited partner, member, officer or director of the Shipowner or of
any successor company, either directly or indirectly. It is expressly agreed
that this Indenture and the Obligations are solely the obligations of the
Shipowner.









	
EXHIBIT 2


Forms of Floating Rate Note, Guarantee and Trustee's


Authentication Certificate


S P E C I M E N   N O T E


$194,855,000.00


No. 8



UNITED STATES GOVERNMENT GUARANTEED


SHIP FINANCING NOTE, 1999 SERIES


Floating Rate Note


Issued by


ENSCO OFFSHORE COMPANY


        Principal and
interest guaranteed under Title XI of the Merchant Marine Act, 1936, as amended. 


        ENSCO OFFSHORE
COMPANY, a Delaware corporation (herein called the “Shipowner”), FOR
VALUE RECEIVED, promises to pay to Citibank International plc, as Facility Agent
for the Lenders under the Credit Agreement referred to below at the corporate
offices of Bankers Trust Company, a New York banking corporation, in its
capacity as Indenture Trustee, at Four Albany Street, New York, New York 10006,
or at such other address of the Indenture Trustee or any Paying Agent as the
Indenture Trustee may direct from time to time in writing, the principal sum of
One Hundred Ninety-Four Million Eight Hundred Fifty-Five Thousand
Dollars($194,855,000) on the earlier of (i) June 30, 2002 or (ii) the first
Payment Date which occurs eighteen months or more after the Delivery Date, and
to pay interest, semiannually on _______ and ________ of each year, commencing
on _______, 2000, on the unpaid principal amount of this Note at the Applicable
Interest Rate as defined in the Indenture, until payment of said principal sum
has been made, and at the same rate per annum on any overdue principal. 


        The principal of
and the interest on this Note are payable in immediately available funds to the
registered Holder hereof at the address specified above in any coin or currency
of the United States of America which at the time of payment is legal tender for
the payment of public and private debts therein provided the Shipowner and the
registered owner may enter into other arrangements as to payment in accordance
with the Special Provisions of the Indenture. 


        Any repayment of
principal hereon and the interest rate and Interest Period applicable thereto
shall be recorded on the books and records of the Indenture Trustee, and the
Indenture Trustee shall send in writing such information on each payment to the
Holder, who shall endorse such information on Exhibit A to this Note prior to
any negotiation hereof. The Shipowner agrees that, in any demand for payment
pursuant to the provisions of the Indenture, the entries endorsed on Exhibit A
to this Note and recorded on the books and records of the Indenture Trustee
shall be prima facie evidence of the unpaid principal balance of this Note. 


        This Note is
designated as the “United States Government Guaranteed Ship Financing Note,
1999 Series”, issued under a Trust Indenture dated as of this date (said
Trust Indenture, as the same may be amended, modified or supplemented from time
to time as permitted thereunder, herein called the “Indenture”), among
the Shipowner and Bankers Trust Company, a New York banking corporation, as
Indenture Trustee (said Indenture Trustee, and its successor as defined in the
Indenture, herein called the “Indenture Trustee”) to aid in financing
the cost of the Vessel (as defined in the Indenture). Reference is hereby made
to the Indenture for a definition of all capitalized terms used herein and not
otherwise defined herein and a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Shipowner and the Indenture
Trustee and the rights and limitations of rights of the Holder of this Note. 


        In accordance
with the terms of an Authorization Agreement dated as of this date (herein as in
effect, the “Authorization Agreement”), between the United States of
America, represented by the Secretary of Transportation, acting by and through
the Maritime Administrator (herein called the “Secretary”) and the
Indenture Trustee and by endorsement of the guarantee of the United States of
America (herein called the “Guarantee”) on this Note and the
authentication and delivery of the Guarantee by the Indenture Trustee, all
pursuant to Title XI of the Merchant Marine Act, 1936, as amended and in effect
on this date (herein called the “Act”), this Note is guaranteed by the
United States of America as provided in the Authorization Agreement and in the
Guarantee endorsed hereon. Reference is hereby made to the Authorization
Agreement for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Secretary and the Indenture Trustee and
the rights and limitations of rights of the Holder of this Note. 


        Section 1103(d)
of Title XI of the Act provides that: 


        “The full
faith and credit of the United States is pledged to the payment of all
guarantees made under this title with respect to both principal and interest,
including interest, as may be provided for in the guarantee, accruing between
the date of default under a guaranteed obligation and the payment in full of the
guarantee.” 


        If an Indenture
Default (defined in Section 6.01 of Exhibit 1 to the Indenture as a Payment
Default or the giving of a Secretary’s Notice) shall have occurred and be
continuing, the Indenture Trustee, as provided in the Indenture, shall promptly,
but not later than sixty (60) days from the date of such Indenture Default,
demand payment by the Secretary of the Guarantee, whereupon the entire unpaid
principal amount of this Note then Outstanding and all unpaid interest thereon
shall become due and payable in United States currency on the first to occur of
the date which is thirty (30) days from the date of such demand or the date on
which the Secretary pays the Guarantee. If no demand for payment of the
Guarantee shall have been made by the Indenture Trustee on or before the
thirtieth (30th) day following an Indenture Default, the Holder of this Note
may, in the manner provided in the Indenture, make such demand in place of the
Indenture Trustee. In the event of an Indenture Default of which the Secretary
has actual knowledge, the Secretary, as provided in the Authorization Agreement,
will publish notice in the Authorized Newspapers, which shall include “The
Wall Street Journal” (all editions) and “The Journal of
Commerce”, of the occurrence of such Indenture Default within thirty (30)
days from the date of such Indenture Default unless demand for payment under the
Guarantee shall previously have been made by the Indenture Trustee, but any
failure to publish such notice or any defect therein shall not affect in any way
any rights of the Indenture Trustee or any Holder of this Note in respect of
such Indenture Default. 


        Within thirty
(30) days from the date of any demand for payment of the Guarantee, the
Secretary shall pay to the Indenture Trustee, as agent and attorney-in-fact for
the Holder of this Note, all of the unpaid interest to the date of such payment
on, and the unpaid balance of the principal of, this Note in full, in United
States currency in cash; provided that, in the case of a demand made as a result
of a Payment Default, the Secretary shall not be required to make any such
payment if within such thirty (30) day period (and prior to any payment of the
Guarantee by the Secretary) the Secretary finds either that there was no Payment
Default or that such Payment Default was remedied prior to the demand for
payment of the Guarantee, in which event the Guarantee shall continue in full
force and effect. 


        The Holder of
this Note by the purchase and acceptance hereof, hereby irrevocably appoints the
Indenture Trustee as agent and attorney-in-fact for the purpose of making any
demand for payment of the Guarantee and (in the case of the Indenture Trustee)
of receiving and distributing such payment; provided that no action or failure
to act by the Indenture Trustee shall affect the right of the Holder of this
Note to take any action whatsoever permitted by law and not in violation of the
terms of this Note or of the Indenture. 


        In the event of
(a) a default, continuing for twenty-five (25) days, in the payment of the
principal of or interest on this Note when due or (b) any default under the
Security Agreements, the Mortgages or any related agreement between the
Secretary and the Shipowner or between the Secretary and any Shipowner, the
Secretary shall have the right to and may, in its discretion by written notice
given to the Indenture Trustee on or after said twenty-five (25) day period or
after such default but prior to receipt by the Secretary of a demand in
accordance with the Indenture for payment under the Guarantee, assume all of the
rights and obligations of the Shipowner under the Indenture and the Note and, if
such default relates to the payment of the principal of and interest on the
Note, make all payments then in default under the Note. 


        Any amount
payable by the Secretary under the Guarantee shall not be subject to any claim
or defense of the United States of America, the Secretary, or others, whether by
way of counter-claim, set-off, reduction or otherwise. Further, the Holder of
this Note shall have no right, title or interest in any collateral or security
given by the Shipowner or any other person to the Secretary. 


        After payment of
the Guarantee by the Secretary to the Indenture Trustee, this Note (1) if it has
not then been surrendered for cancellation or cancelled, shall represent only
the right to receive payment in cash of an amount (less the amount, if any,
required to be withheld in respect of transfer or other taxes on payments to the
Holder of this Note) equal to the unpaid principal amount hereof and the unpaid
interest accrued hereon to the date on which the Secretary shall have paid the
Guarantee in full in cash to the Indenture Trustee, (2) shall otherwise no
longer constitute or represent an obligation of the Shipowner, and (3) shall not
be entitled to any other rights or benefits provided in the Indenture, subject
to Section 6.08 of the Indenture. 


        This Note may be
prepaid or redeemed upon the terms and conditions provided in the Indenture, in
whole or in part, at the option of the Shipowner, at any time or from time to
time upon at least five (5) Business Days’ and not more than sixty (60)
days’ prior notice given as provided in the Indenture. 


        This Note is
also subject to repayment, upon the terms and conditions provided in the
Indenture and upon like notice, through the operation of a mandatory repayment
schedule providing for the repayment on _____ and _______ of each year (each, a
“Payment Date”), commencing on ________, 20__, and on each Payment
Date thereafter to and including June 30, 2002, at one hundred percent (100%) of
the principal amount thereof plus interest accrued thereon to such date, of a
principal amount equal to the applicable semiannual installments indicated below
and, on the earlier of (i) June 30, 2002 and (ii) the first Payment Date which
occurs eighteen months or more after the Delivery Date, the entire unpaid
principal amount of this Note shall be paid in full, together with all interest
accrued thereon to such date, provided, however, that notwithstanding the
foregoing provisions of this paragraph, that in case the principal amount of
this Note shall be reduced by reason of any prepayment or redemption described
in the second next succeeding paragraph, the principal amount of this Note to be
repaid through the operation of the mandatory repayment schedule on each
subsequent redemption date shall be subject to reduction as provided in the
Indenture. 


        As used in the
foregoing paragraph, the applicable semi-annual principal installment due on any
Payment Date listed below shall be the installment set forth opposite such
Payment Date. 





	Payment Date	Installment Amount Due
	,2000	 	$6,495,167	 
	,2000	 	$6,495,167	 
	,2001	 	$       
        	 
	, 2001	 	$       
        	 


	

        This Note is
also subject to redemption, upon the terms and conditions provided in the
Indenture, in whole or in part, at one hundred percent (100%) of the principal
amount thereof plus interest accrued thereon to the date of redemption, upon at
least thirty (30) and not more than sixty (60) days’ prior notice: (a) in
the event that Note must be redeemed so that the principal amount of all
Obligations Outstanding after such redemption will not exceed eighty-seven and
one-half percent (87.5%) of the depreciated actual cost or actual cost, as the
case may be, of the Vessel financed by this Note, as determined by the
Secretary, (b) in the event of an actual, constructive, agreed or compromised
total loss of, or requisition of title to, or seizure or forfeiture of, such
Vessel, (c) in the event that, after an assumption by the Secretary of this
Note, a purchaser of such Vessel from the Secretary does not assume all the
rights and obligations of the Shipowner under the Indenture relating to such
Vessel or (d) in the event of a termination of a contract relating to the
construction of the Vessel. 


        This Note is
also subject to redemption in full, upon the terms and conditions provided in
the Indenture, at one hundred percent (100%) of the principal amount thereof
plus interest accrued thereon to the date of redemption, in the event and to the
extent that, as required or permitted under the Indenture, the Mandatory Note
Redemption Date has occurred or the Note is paid and satisfied with the proceeds
from the issuance of Bonds. 


        This Note may
also be redeemed upon the terms and conditions provided in the Indenture, in
whole or in part, at the option of the Secretary, on any Interest Payment Date
following an assumption of this Note and the Indenture by the Secretary and
prior to any sale of the Vessel financed by this Note to a purchaser which
assumes the Shipowner’s rights and obligations under this Note and the
Indenture, upon at least thirty (30) and not more than sixty (60) days’
prior notice given as provided in the Indenture, at a Redemption Price equal to
one hundred percent (100%) of the principal amount to be redeemed plus interest
accrued to the date fixed for redemption. 


        Any optional
prepayment or redemption shall be subject to the receipt of the prepayment or
redemption monies by the Indenture Trustee or any Paying Agent in accordance
with the terms of the Indenture. Any amount of this Note called for prepayment
or redemption shall (unless the Shipowner shall default in the payment of such
amount at the applicable prepayment or redemption price plus accrued interest)
cease to bear interest on and after the date fixed for prepayment or redemption. 


        As provided in
the Indenture and to the extent permitted thereby, compliance by the Shipowner
with any of the terms of the Indenture may be waived, and the Indenture and the
rights and obligations of the Shipowner and the rights of the Holder of this
Note thereunder may be modified, at any time with the prior consent of the
Secretary and, except as otherwise expressly provided in the Indenture, the
consent of the Holder of at least sixty percent (60%) in principal amount of
this Note in the manner and subject to the limitations set forth in the
Indenture; provided that no such waiver or modification shall, without the
consent of the Holder of this Note: (a) change the Stated Maturity or reduce the
principal amount of this Note, (b) extend the time of payment of, or reduce the
rate of, interest thereon, (c) change the due date of or reduce the amount of
any scheduled payment, (d) reduce any premium payable upon the redemption
thereof, (e) change the coin or currency in which any Obligation or the interest
thereon is payable, (f) terminate or modify any of the Guarantee or the
obligations of the United States of America thereunder, (g) reduce the amount of
any of the Guarantee, (h) eliminate, modify or condition the duties of the
Indenture Trustee to demand payment of the Guarantee, (i) eliminate or reduce
the eligibility requirements of the Indenture Trustee, or (j) reduce the
percentage of principal amount of Obligations the consent of whose Holder is
required for any such modification or waiver. 


        The Indenture
provides that this Note shall no longer be entitled to any benefit provided
therein if the Note shall have become due and payable at Maturity (whether by
repayment, prepayment, redemption or otherwise) and funds sufficient for the
payment thereof (including interest to the date fixed for such payment, together
with any premium thereon) and available for such payment (1) shall be held by
the Indenture Trustee or any Paying Agent, or (2) shall have been so held and
shall thereafter have been paid to the Shipowner after having been unclaimed for
six (6) years after the date of maturity thereof (whether by redemption or
otherwise) or the date of payment of the Guarantee, except for the right, if
any, of the Holder to receive payment from the Shipowner of any amounts paid to
the Shipowner as provided in (2) above with respect to this Note, all subject,
however, to the provisions of Section 6.08 of Exhibit 1 to the Indenture. 


        This Note is
transferable (to the extent permitted under
Section
11.03 of
the Credit Agreement) by the registered Holder or by his duly authorized
attorney, at the Corporate Trust Office of the Indenture Trustee, upon surrender
or cancellation of this Note, accompanied by an instrument of transfer in form
satisfactory to the Shipowner and the Indenture Trustee, duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon a new, fully registered Note or Notes of like series and maturity for
the same aggregate principal amount will be issued to the transferee in exchange
therefor, each in the principal amount of One Thousand Dollars ($1,000) or any
integral multiple thereof subject to the provisions of the Indenture. The
Indenture provides that the Shipowner shall not be required to make transfers or
exchanges of this Note (1) for a period of fifteen (15) days immediately prior
to an interest payment date or (2) after demand for payment of the Guarantee and
prior to payment thereof or rescission of such demand as provided in Section
6.02(a) of Exhibit 1 to the Indenture or (3) if all or any portion thereof has
been selected for repayment, prepayment or redemption in whole or in part,
except, in the case of a partial repayment, prepayment or redemption, as to the
unredeemed portion being repaid, prepaid or redeemed in part. 


        The Shipowner,
the Secretary, the Indenture Trustee and any office or agency for the payment of
Notes may deem and treat the person in whose name this Note is registered as the
absolute owner thereof for all purposes, and neither the Shipowner, the
Secretary, the Indenture Trustee, nor any such office or agency shall be
affected by any notice to the contrary, whether this Note shall be past due or
not. 


        No recourse
shall be had for the payment of principal of, or the interest or premium (if
any) on, this Note, or for any claim based hereon or on the Indenture, against
any incorporator or any past, present or future subscriber to the capital stock,
stock-holder, officer or director of the Shipowner or of any successor
corporation, as such, either directly or through the Shipowner or any such
successor corporation, under any constitution, statute or rule of law or by the
enforcement of any assessment, or otherwise, all such liability being expressly
waived and released by the acceptance of this Note and by the terms of the
Indenture; provided that nothing in this paragraph shall be deemed a waiver of
any claim against any such incorporator, subscriber, stockholder, officer or
director for fraud, misrepresentation, misappropriation of funds or willful
misconduct on the part of such person. 


        The Guarantee of
the United States extends only to the principal and interest owed under this
Note and only to the extent specified herein. The United States does not
guarantee the payment of any other indebtedness of the Shipowner to the Holder
or any other Person, no matter how the indebtedness arises or whether it is in
any way related to the borrowings of the principal amount which is the subject
of this Note, including, but not limited to, premium, the fees and expenses
arising under that certain Credit Agreement dated as of this date by and among
the Shipowner, Govco Incorporated as Primary Lender, Citibank, N.A., as
Alternate Lender, Citicorp International plc, as Facility Agent and Citicorp
North America, Inc., as Primary Lender Agent, the “Indemnified
Amounts” as defined therein, commissions, Liquidation Fees, Breakage Fees,
compensation under Section 4.04 of the Credit Agreement, “Taxes” or
“Other Taxes” as defined in the Credit Agreement, default interest
under Section 4.02(b) of the Credit Agreement and in the Indenture, interest for
any “Post-Maturity Period” in excess of the “Guaranteed
Interest” (as such terms are defined in the Credit Agreement), or any other
charges, costs or expenses owed to any Person by the Shipowner under the Credit
Agreement and not constituting principal or interest owed under this Note. 


        This Note may
not be amended or modified in any respect without the prior written consent of
the Secretary. 


        Neither this
Note nor the Guarantee endorsed hereon shall be valid or become obligatory for
any purpose until the Indenture Trustee shall have fully signed the
authentication certificate endorsed hereon. 


        IN WITNESS
WHEREOF, the Shipowner has caused this Note to be duly executed by the manual or
facsimile signatures of its duly authorized officers under its corporate seal or
facsimile thereof. 


Dated as of December 15, 1999.







		 
	 	ENSCO OFFSHORE COMPANY
 

 
	 	     
             
              

	 	BY:     
             
              

	 	Title     
             
              

	(SEAL)	     
             
              

	Attest:     
             
              
	 
	 





	GUARANTEE OF THE UNITED STATES OF AMERICA
	
The United States of America,  represented  by the Secretary of  Transportation,
acting by and through the  Maritime  Administrator,  pursuant to Title XI of the
Merchant Marine Act, 1936, as amended,  hereby  guarantees to the Obligee of the
Obligation annexed hereto,  upon demand of the Obligee or his agent,  payment of
the unpaid  interest  on,  and the unpaid  balance  of the  principal  of,  such
Obligation,  including  interest accruing between the date of default under such
Obligation, and the payment in full of this Guarantee. The full faith and credit
of the United States of America is pledged to the payment of this Guarantee. The
validity of this Guarantee is  incontestable in the hands of any Obligee of such
Obligation.  Payment  of this  Guarantee  will be made in  accordance  with  the
provisions of such Obligation.

	 
	            
             
     UNITED STATES OF AMERICA

              
          
      SECRETARY OF TRANSPORTATION
	 
	(SEAL OF THE DEPARTMENT

     OF TRANSPORTATION)
	 
	               
     BY:          
                 
	               
        Maritime Administrator
	 
	 
	TRUSTEE'S AUTHENTICATION CERTIFICATE


	
        This is one of
the Obligations described in the Indenture and the foregoing Guarantee is one of
the Guarantees described in the Authorization Agreement. 


	            
           
              
     
	Indenture Trustee
	 
	 
	        BY:            
              
    
	        Authorized Officer





PAYMENTS ON ACCOUNT OF PRINCIPAL

	 
Interest
Period	Applicable
Interest
    Rate    	 
Payment
    Date    	 
Amount of
Principal Paid	 
Amount of
Interest Owned	 Amount of
Interest Paid	 Balance of
Principal Unpaid