EXHIBIT 99.1
           
                          AMENDED AND RESTATED CREDIT AGREEMENT

                              Dated as of February 12, 1997
                                          among

                                  GLOBAL MARINE INC.,
                             VARIOUS LENDING INSTITUTIONS,
                                  BANKERS TRUST COMPANY,
                                           as
                                  Administrative Agent,
                                    SOCIETE GENERALE,
                                           as
                                     Managing Agent
 
                                         and

                CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH
                           CREDIT LYONNAIS NEW YORK BRANCH
                              and THE BANK OF NOVA SCOTIA
                                          as 
                                       Co-Agents
                                  
                       AMENDED AND RESTATED AS OF JULY 15, 1997




                                  TABLE OF CONTENTS

                     SECTION 1.  Amount and Terms of Credit
                                                            
                                 1.01  Commitment
                                                            
                                 1.02  Minimum Borrowing Amounts, etc.
                                                            
                                 1.03  Notice of Borrowing
                                                            
                                 1.04  Disbursement of Funds
                                                            
                                 1.05  Notes
                                                            
                                 1.06  Conversions
                                                            
                                 1.07  Pro Rata Borrowings
                                                            
                                 1.08  Interest
                                                            
                                 1.09  Interest Periods
                                                            
                                 1.10  Increased Costs, Illegality, etc.
                                                            
                                 1.11  Compensation
                                                            
                                 1.12  Change of Lending Office
                                                            
                                 1.13  Replacement of Banks

                                                            
                     SECTION 2.  Letters of Credit
                                                            
                                 2.01  Letters of Credit
                                                            
                                 2.02  Minimum Stated Amount
                                                            
                                 2.03  Letter of Credit Requests;
                                       Request for Issuance of
                                       Letter of Credit
                                                            
                                 2.04  Agreement to Repay Letter of Credit
                                       Payments
                                                            
                                 2.05  Letter of Credit Participations
                                                            
                                 2.06  Increased Costs
                                                            
                                 2.07  Indemnities
                                                            
                     SECTION 3.  Fees; Commitments
                                                            
                                 3.01  Fees
                                                            
                                 3.02  Voluntary Reduction of Commitments
                                                            
                                 3.03  Mandatory Adjustments of Commitments,
                                       etc.
                                                            
                     SECTION 4.  Payments
                                                            
                                 4.01  Voluntary Prepayments
                                                            
                                 4.02  Mandatory Prepayments
                                                            
                                 4.03  Method and Place of Payment
                                                            
                                 4.04  Net Payments
                                                            
                     SECTION 5.  Conditions Precedent
                                                            
                                 5.01  Consent of Banks; Ratification Agreement
                                                            
                                 5.02  Execution of Notes
                                                            
                                 5.03  No Default; Representations and
                                       Warranties
                                                            
                                 5.04  Officer's Certificate
                                                            
                                 5.05  Opinions of Counsel
                                                            
                                 5.06  Corporate Proceedings
                                                            
                                 5.07  Indebtedness
                                                            
                                 5.08  Adverse Change, etc.
                                                            
                                 5.09  Litigation
                                                            
                                 5.10  Approvals
                                                            
                                 5.11  Fees
                                                            
                                 5.12  Guaranty
                                                            
                                 5.13  Rig Matters
                                                            
                                 5.14  Insurance Report
                                                            
                                 5.15  Projections
                                                            
                                 5.16  Offshore Drilling Contracts
                                                            
                                 5.17  Margin Rules
                                                            
                     SECTION 6. Representations, Warranties and Agreements
                                                          
                                 6.01  Status
                                                            
                                 6.02  Power and Authority
                                                            
                                 6.03  No Violation
                                                            
                                 6.04  Litigation
                                                            
                                 6.05  Use of Proceeds; Margin Regulations
                                                            
                                 6.06  Governmental Approvals
                                                            
                                 6.07  Investment Company Act
                                                            
                                 6.08  Public Utility Holding Company Act
                                                            
                                 6.09  True and Complete Disclosure
                                                            
                                 6.10  Financial Condition; Financial Statements
                                                            
                                 6.11  Tax Returns and Payments
                                                            
                                 6.12  Employee Benefit Plans
                                                            
                                 6.13  Subsidiaries
                                                            
                                 6.14  Patents, etc.
                                                            
                                 6.15  Environmental Matters
                                                            
                                 6.16  Properties
                                                            
                                 6.17  Labor Relations
                                                            
                                 6.18  Existing Indebtedness
                                                            
                                 6.19  Rig Classification
                                                            
                                 6.20  Insurance
                                                            
                     SECTION 7.   Affirmative Covenants
                                                            
                                 7.01  Information Covenants
                                                            
                                 7.02  Books, Records and Inspections
                                                            
                                 7.03  Maintenance of Insurance
                                                            
                                 7.04  Payment of Taxes
                                                            
                                 7.05  Consolidated Corporate Franchises
                                                            
                                 7.06  Compliance with Statutes, etc.
                                                            
                                 7.07  Good Repair
                                                            
                                 7.08  End of Fiscal Years; Fiscal Quarters
                                                            
                                 7.09  Use of Proceeds
                                                            
                                 7.10  Rig Valuations
                                                            
                                 7.11  Additional Guarantors
                                                            
                                 7.12  ERISA
                                                            
                                 7.13  Performance of Obligations
                                                            
                     SECTION 8.   Negative Covenants
                                                            
                                 8.01  Changes in Business
                                                            
                                 8.02  Consolidation, Merger, Sale of Assets,
                                       etc.
                                                            
                                 8.03  Indebtedness
                                                            
                                 8.04  Liens
                                                            
                                 8.05  Restricted Payments; Designation of
                                       Unrestricted Subsidiaries
                                                            
                                 8.06  Restrictions on Subsidiaries
                                                            
                                 8.07  Transactions with Affiliates
                                                            
                                 8.08  Vessel Ownership and Management
                                                            
                                 8.09  Cash Interest Coverage Ratio
                                                            
                                 8.10  Leverage Ratio
                                                            
                                 8.11  Fleet Market Value
                                                            
                                 8.12  Net Worth
                                                            
                                 8.13  Modifications of Certain Documents, Etc.
                                                            
                     SECTION 9.   Events of Default
                                                            
                                 9.01  Payments
                                                            
                                 9.02  Representations, etc.
                                                            
                                 9.03  Covenants
                                                            
                                 9.04  Default Under Other Agreements
                                                            
                                 9.05  Bankruptcy, etc.
                                                            
                                 9.06  Guaranty
                                                            
                                 9.07  Judgments
                                                            
                                 9.08  Change of Control
                                                            
                                 9.09  Employee Benefit Plans
                                                            
                     SECTION 10.  Definitions
                                                            
                     SECTION 11. The Agents
                                                            
                                11.01  Appointment
                                                            
                                11.02  Nature of Duties
                                                            
                                11.03  Lack of Reliance on the Agents
                                                            
                                11.04  Certain Rights of the Administrative
                                       Agent
                                                            
                                11.05  Reliance
                                                            
                                11.06  Indemnification
                                                            
                                11.07  The Agents in Their Individual Capacity
                                                            
                                11.08  Holders
                                                            
                                11.09  Resignation by the Administrative Agent
                                                            
                     SECTION 12. Miscellaneous
                                                            
                                12.01  Payment of Expenses, etc.
                                                            
                                12.02  Right of Setoff
                                                            
                                12.03  Notices
                                                            
                                12.04  Benefit of Agreement
                                                            
                                12.05  No Waiver; Remedies Cumulative
                                                            
                                12.06  Payments Pro Rata
                                                            
                                12.07  Calculations; Computations
                                                            
                                12.08  Governing Law; Submission to
                                       Jurisdiction; Venue; Waiver of Jury
                                       Trial
                                                            
                                12.09  Counterparts
                                                            
                                12.10  Effectiveness
                                                            
                                12.11  Headings Descriptive
                                                            
                                12.12  Amendment or Waiver
                                                            
                                12.13  Survival
                                                            
                                12.14  Domicile of Loans
                                                            
                                12.15  Confidentiality
                                                            
                                12.16  Registry
                                                            
                                12.17  Effect on Original Credit Agreement
                                       and Other Credit Documents
                                                         
                 
                           
                                ANNEX I Commitments
                                ANNEX II Bank Addresses
                                ANNEX III Offshore Drilling Contracts
                                ANNEX IV Subsidiaries
                                ANNEX V [Intentionally Omitted]
                                ANNEX VI Rigs and Vessels
                                ANNEX VII Existing Indebtedness
                                ANNEX VIII Existing Liens
                                ANNEX IX Approved Shipbrokers
                                ANNEX X Unrestricted Subsidiaries as of the
                                  Original Effectiveness Date
                                EXHIBIT A Form of Notice of Borrowing
                                EXHIBIT B Form of Note
                                EXHIBIT C Form of Letter of Credit Request
                                EXHIBIT D Form of Section 4.04(b)(ii)
                                  Certificate
                                EXHIBIT E-1 Form of Opinion of Baker & Botts,
                                  L.L.P.
                                EXHIBIT E-2 Form of Opinion of James L.
                                  McCulloch
                                EXHIBIT E-3 Form of Opinion of Cahill Gordon &
                                  Reindel
                                EXHIBIT F Form of Officers' Certificate
                                EXHIBIT G Form of Guaranty
                                EXHIBIT H Form of Compliance Certificate
                                EXHIBIT I Form of Assignment and Assumption
                                  Agreement
                                EXHIBIT J Form of Ratification Agreement

     THIS AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as
of February 12, 1997, among GLOBAL MARINE INC. ("BORROWER"), a Delaware
corporation, the lending institutions listed on Annex I hereto (each a "BANK"
and, collectively, the "BANKS"), BANKERS TRUST COMPANY, as  Administrative
Agent (the "Administrative Agent"), SOCIETE GENERALE, as  Managing Agent (the
"MANAGING AGENT"), and CHRISTIANIA BANK OG KREDITKASSE  ASA, NEW YORK BRANCH,
CREDIT LYONNAIS NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Co-Agents
(each, a "CO-AGENT", and, together with the Administrative Agent and the
Managing Agent, the "AGENTS") as provided  herein, and is amended and restated
as of July 15, 1997.  Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 10  are used herein as so defined.

       WHEREAS, Borrower, Banks, Administrative Agent and Co-Agent originally
entered into that certain Credit Agreement dated as of February 12, 1997 (the
"Original Credit Agreement") and are entering into this  Amended and Restated
Credit Agreement in order to amend and restate the Original Credit Agreement
to increase the Total Commitmentom $100,000,000 to $250,000,000 prior to the
Upsize Date (or if the Upsize Date does not occur) and $300,000,000 on and after
the Upsize Date and to effect the other amendments set forth herein.

        WHEREAS, Borrower, Banks, Administrative Agent and Co-Agent intend that
(a) all obligations under the Original Credit Agreement of the parties shall
continue to exist under and be evidenced by this Agreement and other Credit
Documents, and (b) except as expressly stated herein or amended hereby, the
Original Credit Agreement and other Credit Documents are ratified and
confirmed as remaining unmodified and in full force and effect with respect
to all Obligations.

        NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree that the Original Credit
Agreement is hereby amended and restated in its entirety as follows:

         SECTION 1.  AMOUNT AND TERMS OF CREDIT

         1.01  COMMITMENT    Subject to and upon the terms and conditions herein
set forth, each Bank severally agrees to make a loan or loans (each a "LOAN" 
and, collectively, the "LOANS") under the Facility to Borrower,  which Loans 
(i) shall be made at any time and from time to time on and  after the Initial
Borrowing Date and prior to the Maturity Date, (ii) except as hereinafter 
provided, may, at the option of Borrower, be incurred and maintained as, 
and/or converted into, Base Rate Loans or Eurodollar Loans; PROVIDED, HOWEVER, 
that all Loans made as part of the same Borrowing shall, unless otherwise 
specifically provided herein, consist of Loans of the same Type, (iii) may be
repaid and reborrowed in accordance with the provisions hereof, (iv) shall not
exceed in the aggregate for all Banks at any time outstanding, the Total 
Commitment and (v) shall not exceed for any Bank at any time outstanding the 
aggregate principal amount which, when combined with the aggregate outstanding 
principal amount of all other Loans of such Bank and with such Bank's Adjusted 
Percentage of the Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence 
of, the respective incurrence of Loans) at such time, equals (1)if such Bank 
is a Non-Defaulting Bank, the Adjusted Commitment of such Bank at such time and
(2)if such Bank is a Defaulting Bank, the Commitment of such Bank at such time.

       1.02  MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal amount of
each Borrowing shall not be less than the Minimum Borrowing Amount for the Loans
constituting such Borrowing.  More than one Borrowing may be incurred on any 
day; provided, however, that at no time shall there be outstanding more than 
ten Borrowings of Eurodollar Loans.

       1.03  NOTICE OF BORROWING    Whenever Borrower desires to incur Loans
under the Facility, it shall give the Administrative Agent at its Notice Office,
prior to 11:00 a.m. (New York time), at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans and at least one Business Day's prior written notice (or 
telephonic notice promptly confirmed in  writing) of each Borrowing of Base Rate
Loans to be made hereunder.  Each such written notice (each a "NOTICE OF 
BORROWING") shall be in the form of  EXHIBIT A hereto and shall be irrevocable 
and shall specify (i) the aggregate principal amount of the Loans to be made 
pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a 
Business Day) and (iii) whether the respective Borrowing shall consist of Base 
Rate Loans or (to the extent permitted) Eurodollar Loans and, if Eurodollar
Loans, the Interest Period to be initially applicable thereto.  The 
Administrative Agent shall promptly give each Bank written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing, of 
such Bank's proportionate share thereof and of the other matters covered by 
the Notice of Borrowing.

      1.04  DISBURSEMENT OF FUNDS (a) No later than 1:00 P.M. (New York time) on
the date specified in each Notice of Borrowing, each Bank will make available 
its pro rata share of each Borrowing requested to be made on such date in the 
manner provided below.  All such amounts shall be made available to the 
Administrative Agent in Dollars and immediately  available funds at the 
Payment Office, and the Administrative Agent promptly will make available to
Borrower by depositing to its account at the Payment Office the aggregate of 
the amounts so made available in  Dollars and immediately available funds.
Unless the Administrative Agent shall have been notified by any Bank prior to 
the date of Borrowing that such Bank does not intend to make available to the 
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Bank has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to Borrower a
corresponding amount.  If such corresponding amount is not in fact made
available to the Administrative Agent by such Bank and the Administrative Agent
has made available same to Borrower, the Administrative Agent shall be entitled
to recover such corresponding amount from such Bank.  If such Bank does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly (and in any event within three
Business Days from the date the Administrative Agent made such funds available
to Borrower) notify Borrower, and Borrower shall (within two Business Days of 
receiving such demand) pay such corresponding amount to the Administrative
Agent.  The Administrative Agent shall also be entitled to recover on demand 
from such Bank or Borrower, as the case may be, interest on such corresponding 
amount in respect of each day from the date such corresponding amount was made 
available by the Administrative Agent to Borrower to the date such 
corresponding amount is recovered by the Administrative Agent, at a rate per 
annum equal to (x) if paid by such Bank, the Federal Funds Effective Rate or
(y) if paid by Borrower, the then applicable rate of interest, calculated in 
accordance with Section 1.08, for the respective Loans.

     (b) Nothing herein shall be deemed to relieve any Bank from its obligation 
to fulfill its commitments hereunder or to prejudice any  rights which Borrower 
may have against any Bank as a result of any default by such Bank hereunder.

     1.05  NOTES  (a) Borrower's obligation to pay the principal of, and 
interest on, the Loans made to it by each Bank shall be evidenced by a 
promissory note substantially in the form of Exhibit B hereto with blanks 
appropriately completed in conformity herewith (each a "Note" and, 
collectively, the "NOTES").

     (b) Each Bank increasing its Commitment in connection with  this amendment 
and restatement of this Agreement, shall surrender its notes  issued in 
connection with the execution and delivery of Original Credit Agreement in 
exchange for a new Note reflecting both its amended Commitment under this 
Agreement as of the Amended and Restated Effectiveness Date prior to the 
Upsize Date (or if the Upsize Date does not occur) and as of the Upsize Date 
(assuming no change in such Bank's Commitment after the Amendment and 
Restatement Effectiveness Date), in accordance with the procedures described 
in clause (c) below.  New Notes will not be issued for those Banks not 
increasing their respective Commitment as of the Amended and Restated
Effectiveness Date in connection with this amendment and restatement of this 
Agreement.

    (c)  The Note issued to each Bank shall (i) be executed by Borrower, (ii) 
be payable to the order of such Bank and be dated the Amended and Restated 
Effectiveness Date, (iii) subject to Section 1.05(b),  be in a stated principal 
amount equal to the Commitment of such Bank on such date (and on the Upsize 
Date) and be payable in the aggregate unpaid principal amount of the Loans 
evidenced thereby, (iv) mature on the  Maturity Date, (v) bear interest as
provided in the appropriate clause of Section 1.08 in respect of the Base Rate
Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be 
subject to mandatory prepayment as provided in Section 4.02 and (vii) be 
entitled to the benefits of this Agreement and the other Credit documents.

    (d) Each Bank will note on its internal records the amount of each Loan made
by it and each payment in respect thereof and will, prior to any transfer of any
of its Notes, endorse on the reverse side thereof the outstanding principal 
amount of Loans evidenced thereby.  Failure to make any such notation shall 
not affect Borrower's obligations in respect of such Loans.

         1.06  CONVERSIONS    Borrower shall have the option to convert on any 
Business Day all or a portion (which portion shall be at least equal to the 
applicable Minimum Borrowing Amount) of the outstanding principal amount of 
the Loans owing pursuant to the Facility into a Borrowing or Borrowings 
pursuant to the Facility of another Type of Loan; PROVIDED, HOWEVER, that (i) 
if any Eurodollar Loan is converted into Base Rate Loans other than on the last
day of an Interest Period applicable thereto Borrower shall pay to the Banks 
all amounts related to such conversion that  are due pursuant to Section 
1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall 
reduce the outstanding principal amount of the Eurodollar Loans made pursuant
to such Borrowing to less than the Minimum Borrowing Amount applicable thereto,
(iii) no Base Rate Loans may be converted into Eurodollar Loans at any time
when a Default or Event of Default is in existence on the date of the
conversion if the Administrative Agent or the Required Banks have reasonably 
determined that such a conversion would be disadvantageous to the Banks and 
(iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be
limited in  number as provided in Section 1.02.  Each such conversion shall be 
effected by Borrower by giving the Administrative Agent at its Notice Office, 
prior to 12:00 Noon (New York time), at least three Business Days' (or one 
Business Day's, in the case of a conversion into Base Rate Loans) prior 
written notice (or telephonic notice promptly confirmed in writing) (each
a "NOTICE OF CONVERSION") specifying the Loans to be so converted, the Type of 
Loans to be converted into and, if to be converted into Borrowing of 
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.
   
     1.07  PRO RATA BORROWINGS  All Loans under this Agreement shall be made
by the Banks pro rata on the basis of their Commitments.  It is understood 
that no Bank shall be responsible for any default by any other Bank in its
obligation to make Loans hereunder and that each Bank shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure
of any other Bank to fulfill its commitments hereunder.

     1.08  INTEREST (a) The unpaid principal amount of each Base Rate Loan 
shall bear interest at a rate PER ANNUM which shall at all times be equal to
the sum of the Base Rate in effect from time to time, PLUS the Applicable 
Base Rate Margin.


     (b) The unpaid principal amount of each Eurodollar Loan shall bear interest
at a rate PER ANNUM which shall at all times be equal to the sum of the relevant
Eurodollar Rate, plus the Applicable Eurodollar Margin.

     (c)  All overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable 
hereunder shall bear interest at a rate PER ANNUM,equal to the greater of (x)
2% PER ANNUM in excess of the rate otherwise applicableto Base Rate Loans from
time to time or (y) the rate which is 2% in excess of the rate (including any
applicable margin) then borne by such Loans, in each case with such interest
payable on demand; PROVIDED, HOWEVER, that no Loan shall bear interest after
maturity (whether by acceleration or otherwise) at a rate PER ANNUM less than 2%
plus the rate of interest applicable thereto at maturity; PROVIDED, FURTHER,
HOWEVER, that in no event shall any amount payable hereunder bear interest in 
excess of the maximum amount permitted by applicable law.

    (d)  Interest shall accrue from and including the date of any Borrowing to
but excluding the date of any repayment thereof (whether by acceleration or 
otherwise) and shall be payable (i) in respect of each Base Rate Loan, 
quarterly in arrears on the first Business Day of each March, June, September
and December, (ii) in respect of each Eurodollar Loan, in arrears on the last 
day of each Interest Period applicable thereto and, in the case of an Interest 
Period of six months, on the date occurring three  months after the first day of
such Interest Period and (iii) in respect of each Loan, on any prepayment or
conversion (other than the prepayment and conversion of Base Rate Loans) (on
the amount prepaid or converted), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

     (e)  All computations of interest hereunder shall be made in accordance 
with Section 12.07(b).

     (f)  The Administrative Agent, upon determining the interest rate for any 
Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify 
Borrower and the Banks thereof.

     1.09  INTEREST PERIODS  (a) At the time Borrower gives a Notice of 
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans, in the case of the initial Interest 
Period applicable thereto, or prior to 12:00 Noon (New York time) on the
third Business Day prior to the expiration of an Interest Period applicable
to a Borrowing of Eurodollar Loans, Borrower shall have the right to elect by
giving the Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of theInterest Period applicable to such Borrowing, which
Interest Period shall, at the option of Borrower, be a one, two, three or six
month period.  Notwithstanding anything to the contrary contained above:

     (i) the initial Interest Period for any Borrowing of Eurodollar Loans
shall commence on the date of such Borrowing (including the date of any
conversion from a Borrowing of Base Rate Loans) and each Interest Period
occurring thereafter in respect of such Borrowing shall commence on the day
on which the next preceding Interest Period expires;

     (ii) if any Interest Period begins on a day for which there is no 
numerically corresponding day in the calendar month in which such Interest
Period ends, such Interest Period shall end on the last Business Day of such
calendar month;

    (iii) if any Interest Period would otherwise expire on a day  which is not a
Business Day, such Interest Period shall expire on the  next succeeding Business
Day; PROVIDED, HOWEVER, that if any Interest Period would otherwise expire on a
day which is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the 
next preceding Business Day;

    (iv) no Interest Period shall extend beyond the Maturity Date; and

    (v) no Interest Period may be elected at any time when a Default or Event of
Default is then in existence if the Administrative Agent or the Required Banks
have reasonably determined that such an election at such time would be
disadvantageous to the Banks.

    (b)  If upon the third Business Day prior to the expiration of any Interest
Period, Borrower has failed to (or may not) elect a new Interest Period to be 
applicable to the respective Borrowing of Eurodollar Loans as provided above, 
Borrower shall be deemed to have elected to convert such Borrowing into a 
Borrowing of Base Rate Loans effective as of the expiration date of such 
current Interest Period.

    1.10  INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that (x) in the 
case of clause (i) below, the Administrative Agent or (y) in the  case of 
clauses (ii) and (iii) below, any Bank shall have reasonably determined 
(which determination shall, absent manifest error, be final and conclusive 
and binding upon all parties hereto):

    (i) on any date for determining the Eurodollar Rate for any Interest Period 
that, by reason of any changes arising after the date of this Agreement 
affecting the interbank Eurodollar market, adequate  and fair means do not 
exist for ascertaining the applicable interest rate on the basis provided 
for in the definition of Eurodollar Rate;  or

   (ii) at any time, that such Bank shall incur increased costs or reductions in
the amounts received or receivable hereunder with respect to any Eurodollar 
Loans (other than any increased cost or reduction in the amount received or 
receivable resulting from the imposition of or a change in the rate or basis of
net income taxes, franchise taxes, or similar charges) because of (x) any 
change since the date of this Agreement in any applicable law, governmental
rule,  regulation, guideline or order (or in the interpretation or
administration thereof and including the adoption of any new law or 
governmental rule, regulation, guideline or order) (such as, for example, 
but not limited to, a change in official reserve  requirements, but, in all 
events, excluding reserves required under Regulation D to the extent included in
the computation of the Eurodollar Rate) and/or (y) other circumstances 
occurring after the date of this Agreement and affecting the interbank 
Eurodollar market;  or

   (iii) at any time, that the making or continuance of any Eurodollar Loan has 
become unlawful by compliance by such Bank in good faith with any law, 
governmental rule, regulation, guideline (or  would conflict with any such 
governmental rule, regulation, guideline or order not having the force of 
law but with which such Bank customarily complies even though the failure to
comply therewith would not be unlawful);

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within ten Business Days
of the date on which such event no longer exists, give notice (by telephone 
confirmed in writing) to Borrower and, in the case of clauses (ii) and (iii) 
above, to the Administrative Agent of such determination which notice the 
Administrative Agent shall promptly transmit to each of the other Banks).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies Borrower 
and the Banks that the circumstances giving rise to such notice by the 
Administrative Agent no longer exist, which notice the Administrative Agent 
agrees to promptly deliver to Borrower as soon as practicable after becoming 
aware of the absence of such circumstances, and any Notice of Borrowing or 
Notice of Conversion given by Borrower with respect to Eurodollar Loans which
have not yet been incurred shall be deemed rescinded by Borrower, (y) in the 
case of clause (ii) above, Borrower shall, subject to Section 1.12(b) (to the
extent applicable), pay to such Bank, upon written demand therefor, such 
additional amounts (in the form of an increased rate of, or a different 
method of calculating, interest or otherwise as such Bank in its reasonable 
discretion shall determine) as shall be required to compensate such Bank
for such increased costs or reductions in amounts receivable hereunder (a 
written notice as to the additional amounts owed to such Bank, showing the 
basis for the calculation thereof, submitted to Borrower by such Bank shall, 
absent manifest error, be final and conclusive and binding upon all parties 
hereto) and (z) in the case of clause (iii) above, Borrower shall take one of 
the actions specified in Section 1.10(b) as promptly as possible and, in any 
event, within the time period required by law.

    (b) At any time that any Eurodollar Loan is affected by the circumstances 
described in Section 1.10(a)(ii) or (iii), Borrower may (and in the case of 
a Eurodollar Loan affected pursuant to Section 1.10(a)(iii),  Borrower shall) 
either (i) if the affected Eurodollar Loan is then being made pursuant to a
Borrowing, cancel said Borrowing by giving the Administrative Agent 
telephonic notice (confirmed promptly in writing) thereof on the same date that
Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii), or 
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three 
Business Days' notice to the Administrative Agent, require the affected Bank 
to convert each such Eurodollar Loan into a Base Rate Loan; provided, 
however, that if more than one Bank is affected at any time, then all affected
Banks must be treated the same pursuant to this Section 1.10(b).

    (c) If any Bank shall have reasonably determined that after the date of
this Agreement, the adoption or effectiveness of any applicable law, rule 
or regulation regarding capital adequacy, or any change therein, or any 
change in the interpretation or administration thereof by any governmental 
authority, central bank or comparable agency charged with the interpretation 
or administration thereof, or compliance by such Bank with any request or 
directive regarding capital adequacy (whether or not having the force of law 
but with which such Bank customarily complies even though the failure to 
comply therewith would not be unlawful) of any such authority, central bank 
or comparable agency, has or would have the effect of reducing the rate of 
return on such Bank's capital or assets as a consequence of its commitments or 
obligations hereunder to a level below that which such Bank could have 
achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Bank's policies with respect to capital adequacy), 
then from time to time, within 15 days after demand by such Bank (with a copy
to the Administrative Agent), Borrower shall, subject to Section 1.12(b) (to 
the extent applicable), pay to such Bank such additional amount or amounts as
will compensate such Bank for such reduction.  Each Bank, upon determining in 
good faith that any additional amounts will be payable pursuant to this 
Section 1.10(c), will give prompt written notice thereof to Borrower, which 
notice shall set forth the basis of the calculation of such additional 
amounts, although, subject to Section 1.12(b), the failure to give any 
such notice shall not release or diminish any of Borrower's obligations 
to pay additional amounts pursuant to this Section 1.10(c) upon the 
subsequent receipt of such notice.

     1.11  COMPENSATION.  Borrower shall compensate each Bank, upon its 
written request (which request shall set forth the basis for requesting such 
compensation), for all reasonable losses, expenses and liabilities 
(including, without limitation, any loss, expense or liability incurred by 
reason of the liquidation or reemployment of deposits or other funds required 
by such Bank to fund its Eurodollar Loans but excluding in any event the loss 
of anticipated profits or other consequential damages) which such Bank may 
sustain:  (i) if for any reason (other than a default by such Bank or the 
Administrative Agent) a Borrowing of Eurodollar Loans does not occur on a 
date specified therefor in a Notice of Borrowing or Notice of Conversion 
(whether or not withdrawn by Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any prepayment, repayment or conversion of any of its 
Eurodollar Loans occurs on a date which is not the last day of an Interest 
Period applicable thereto; (iii) if any prepayment of any of its Eurodollar 
Loans is not made on any date specified in a notice of prepayment given by 
Borrower; or (iv) as a consequence of (x) any other default by Borrower to 
repay its Eurodollar Loans when required by the terms of this Agreement or 
(y) an election made pursuant to Section1.10(b).

     1.12  CHANGE OF LENDING OFFICE  (a) Each Bank agrees that, upon the 
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.06 or 4.04 with respect to such Bank, it will, if requested 
by Borrower, use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Loan, Letters of
Credit or Commitments affected by such event; provided, however, that such 
designation is made on such terms that such Bank and its lending office 
suffer no economic, legal or regulatory disadvantage, with the object of 
avoiding the consequence of the event giving rise to the operation of any 
such Section.  Nothing in this Section 1.12 shall affect or postpone any of
the obligations of Borrower or the  right of any Bank provided in Section
1.10, 2.06 or 4.04.

    (b)  Notwithstanding anything in this Agreement to the contrary, to the
extent any notice required by Section 1.10, 1.11, 2.06 or 4.04 is given by any
Bank more than 180 days after the occurrence of the event giving rise to the
additional costs of the type described in such Section, such Bank shall not
be entitled to compensation under Section 1.10, 1.11, 2.06 or 4.04 for any
amounts incurred or accruing prior to 180 days prior to the giving of such
notice to Borrower.

     1.13 REPLACEMENT OF BANKS  (x) Upon the occurrence of any event giving
rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), 
Section 2.06 or Section 4.04 with respect to any Bank which results in such 
Bank charging to Borrower increased costs in excess of those being generally
charged by the other Banks or becoming incapable of making Eurodollar Loans,
(y) if a Bank becomes a Defaulting Bank and/or (z) as provided in Section 
12.12(b), in the case of a refusal by a Bank to consent to a proposed change,
waiver, discharge or termination with respect to this Agreement which has 
been approved by the Required Banks, Borrower shall have the right, if no 
Default or Event of Default then exists, to replace such Bank (the "REPLACED
BANK") with one or more other Eligible Transferee or Eligible Transferees
reasonably acceptable to the Administrative Agent, none of which Eligible 
Transferees shall constitute a Defaulting Bank at the time of such 
replacement (collectively, the "REPLACEMENT BANK"); PROVIDED, HOWEVER, that
(i) at the time of any replacement pursuant to this Section 1.13, 
the Replacement Bank shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 12.04(b) (and with all fees payable pursuant to
said Section 12.04(b) to be paid by the Replacement Bank) pursuant to which 
the Replacement Bank shall acquire all of the Commitments and outstanding 
Loans of, and in each case participations in Letters of Credit by, the 
Replaced Bank and, in connection therewith, shall pay to (x) the Replaced 
Bank in respect thereof  an amount equal to the sum of (A) an amount equal 
to the principal of, and all accrued interest on, all outstanding Loans of the
Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been funded
by (and not  reimbursed to) such Replaced Bank, together with all then unpaid 
interest with respect thereto at such time and (C) an amount equal to all 
accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant
to Section 3.01, and (y) the Letter of Credit Issuer an amount equal to such 
Replaced Bank's Percentage of any Unpaid Drawing (which at such time remains
an Unpaid Drawing) to the extent such amount was not theretofore funded by
such Replaced Bank, and (ii) all obligations of Borrower owing to the 
Replaced Bank (other than those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Bank concurrently with such
replacement.  Upon the execution of the respective  Assignment and Assumption 
Agreements, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Bank, delivery to the Replacement 
Bank of a Note executed by Borrower, the  Replacement Bank shall become a Bank
hereunder and the Replaced Bank shall cease to constitute a Bank hereunder, 
except with respect to indemnification provisions applicable to the Replaced 
Bank under this Agreement, which shall survive as to such Replaced Bank.

         SECTION 2.  LETTERS OF CREDIT

         2.01  LETTERS OF CREDIT  (a) Subject to and upon the terms and 
conditions herein set forth, Borrower may request a Letter of Credit Issuer to
issue, at any time and from time to time on and after the Initial  Borrowing
Date and prior to the Maturity Date, and subject to and upon the terms and 
conditions herein set forth, such Letter of Credit Issuer agrees to issue from
time to time, (x) for the account of Borrower and for the benefit of any holder
(or any trustee, agent or other similar representative for any such holders)
of L/C Supportable Obligations of Borrower or any Subsidiary, an irrevocable
sight standby letter of credit, in a form customarily used by such Letter of
Credit Issuer or in such other form as has been approved by such Letter of
Credit Issuer (each such standby letter of credit, a "STANDBY LETTER OF 
CREDIT") in support of such L/C Supportable Obligations and/or (y) for the 
account of Borrower and for the benefit of sellers of goods or materials to
Borrower or any Subsidiary,  an irrevocable sight letter of credit in a form
customarily used by such Letter of Credit Issuer or in such other form as has
been approved by such Letter of Credit Issuer (each such letter of credit, a
"TRADE LETTER OF CREDIT , and each such Trade Letter of Credit and each 
Standby Letter of Credit, a "LETTER OF CREDIT") in support of commercial 
transactions of Borrower or any Subsidiary.

         (b)  Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued, the Stated Amount of which, when added to the Letter of Credit 
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of,
and prior to the issuance of, the respective Letter of Credit) at such time,
would exceed either (x) $25,000,000 prior to the Upsize Date (or if the 
Upsize Date does not occur) and $30,000,000 on and after the Upsize  Date or
(y) when added to the aggregate principal amount of all Loans made by Non-
Defaulting Banks then outstanding, the Adjusted Total Commitment at such 
time; (ii) each Standby Letter of Credit shall have an expiry date occurring
not later than one year after such Standby Letter of Credit's date of issuance
although any Standby Letter of Credit may be extendible for successive period
of up to 12 months, but not beyond the Business Day  next preceding the 
Maturity Date, on terms reasonably acceptable to the respective Letter of 
Credit Issuer and in no event shall any Standby Letter of Credit have an 
expiry date occurring later than the Business Day  immediately preceding the
Maturity Date; and (iii) each Letter of Credit shall be denominated in Dollars;
and (iv) each Trade Letter of Credit shall have an expiry date occurring not 
later than the earlier of (x) the 30th day prior to the Maturity Date and 
(y) the date which is 180 days from the date of issuance of such Trade 
Letter of Credit, on terms acceptable to the respective Letter of Credit 
Issuer.

        (c)  To the extent that any provision of any application for any Letter
of Credit is inconsistent with or in addition to the terms of this Agreement,
the terms of this Agreement shall control.

        2.02  MINIMUM STATED AMOUNT  The initial Stated Amount of each Letter
of Credit shall be not less than $10,000 or such lesser amount reasonably 
acceptable to the respective Letter of Credit Issuer.

        2.03  LETTER OF CREDIT REQUESTS; REQUEST FOR ISSUANCE OF LETTER OF 
CREDIT   (a) Whenever it desires that a Letter of Credit be issued, Borrower
shall give the Administrative Agent and the respective Letter of Credit 
Issuer written notice (including by way of telecopier) in the form of 
EXHIBIT C hereto prior to 1:00 P.M. (New York time) at least one Business Day
(or such shorter period as may be acceptable to such Letter of Credit Issuer)
prior to the proposed date of issuance (which shall be a Business Day) (each
a "Letter of Credit Request"), which Letter of Credit Request shall include
any documents that such Letter of Credit Issuer customarily requires in 
connection therewith.

        (b) In the case of Standby Letters of Credit, the Letter of Credit 
Issuer shall, without cost to Borrower, promptly after the issuance of or 
amendment to any such Standby Letter of Credit, give the Administrative 
Agent, each Bank and Borrower written notice of such issuance or amendment 
accompanied by a copy of such issuance or amendment.  In the case of Trade
Letters of Credit, the Letter of Credit Issuer will furnish the Administrative
Agent, by facsimile transmission, promptly on the first Business Day of each
week a report of its daily aggregate Letter of Credit Outstandings with 
respect to Trade Letters of Credit for the previous week.  The Administrative
Agent shall deliver to each Lender upon each calendar month end and upon each
Letter of Credit fee payment a report  setting forth for such period the daily
aggregate Stated Amount available to be drawn under Trade Letters of Credit
issued by all Issuing Lenders during such period.

        2.04  AGREEMENT TO REPAY LETTER OF CREDIT PAYMENTS  (a) Borrower
hereby agrees to reimburse each Letter of Credit Issuer, by making payment to 
the Administrative Agent at the Payment Office, for any payment or 
disbursement made by such Letter of Credit Issuer under any Letter of Credit
(each such amount so paid or disbursed until reimbursed, an "UNPAID DRAWING") 
within one Business Day of the date on which Borrower is notified by such 
Letter of Credit Issuer of such payment or disbursement with interest on the
amount so paid or disbursed by such Letter of Credit Issuer, to the extent not
reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not 
including the date such Letter of Credit Issuer is  reimbursed therefor at a
rate PER ANNUM which shall be equal to the sum of  the Base Rate as in effect
from time to time plus the Applicable Base Rate Margin (plus an additional 2%
PER ANNUM if not reimbursed by the fourth Business Day after the date of suc
notice of payment or disbursement), such interest also to be payable on demand.

        (b) Borrower's obligation under this Section 2.04 to reimburse the 
respective Letter of Credit Issuer with respect to Unpaid Drawings 
(including, in each case, interest thereon) shall be absolute and 
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which Borrower may have or have  had against
such Letter of Credit Issuer, the Administrative Agent or any  Bank, 
including, without limitation, any defense based upon the failure of any 
drawing under a Letter of Credit to conform to the terms of the Letter of 
Credit (other than the failure of the respective Letter of Credit Issuer to 
determine that any documents required to be delivered under such Letter of 
Credit have been delivered and that they substantially comply on their face 
with the requirements of such Letter of Credit) or any non-application or 
misapplication by the beneficiary of the proceeds of such drawing; PROVIDED,
HOWEVER, that Borrower shall not be obligated to reimburse any  Letter of
Credit Issuer for any wrongful payment made by such Letter of Credit Issuer 
under a Letter of Credit as a result of acts or omissions constituting 
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer as determined by a court of competent jurisdiction.

        2.05  LETTER OF CREDIT PARTICIPATIONS  (a) Immediately upon the 
issuance by any Letter of Credit Issuer of any Letter of Credit, such Letter
of Credit Issuer shall be deemed to have sold and transferred to each other 
Bank, and each such Bank (each a "PARTICIPANT") shall be deemed irrevocably 
and unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Bank's Adjusted Percentage, in such Letter of Credit,
each substitute letter of credit, each drawing made thereunder and the 
obligations of Borrower under this Agreement with respect thereto (although
the Letter of Credit Fee shall be payable directly to the Administrative
Agent for the account of the Banks as provided in Section 3.01(b) and the 
Participants shall have no right to receive any portion of any Facing Fees) 
and any security therefor or guaranty pertaining thereto.  Upon any change in
the Commitments or Adjusted Percentages of the Banks pursuant to Section 
12.04(b) or upon a Bank Default, it is hereby agreed that, with respect to all
outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic
adjustment to the participations pursuant to this Section 2.05 to reflect the
new Adjusted Percentages of the assigning and assignee Bank or of all Banks,
as the case may be.

        (b)  In determining whether to pay under any Letter of Credit, the 
respective Letter of Credit Issuer shall not have any obligation relative to
the Participants other than to determine that any documents required to be 
delivered under such Letter of Credit have been delivered and that they 
substantially comply on their face with the requirements of such Letter of 
Credit.  Any action taken or omitted to be taken by any Letter of Credit 
Issuer under or in connection with any Letter of Credit, if taken or omitted
in the absence of gross negligence or willful misconduct as determined by a 
court of competent jurisdiction, shall not create for such Letter of Credit 
Issuer any resulting liability to the Participants.

        (c)  In the event that the respective Letter of Credit Issuer makes 
any payment under any Letter of Credit and Borrower shall not have reimbursed
such amount in full to such Letter of Credit Issuer pursuant to Section 
2.04(a), such Letter of Credit Issuer shall promptly notify the 
Administrative Agent, and the Administrative Agent shall promptly notify each
Participant of such failure, and each Participant shall promptly and 
unconditionally pay to the Administrative Agent for the account of such 
Letter of Credit Issuer, the amount of such Participant's Adjusted
Percentage of such payment in Dollars and in same day funds; PROVIDED,  
HOWEVER, that no Participant shall be obligated to pay to the  Administrative 
Agent its Adjusted Percentage of such unreimbursed amount for any wrongful 
payment made by such Letter of Credit Issuer under a Letter of Credit as a 
result of acts or omissions constituting willful  misconduct or gross
negligence on the part of such Letter of Credit Issuer. If the Administrative
Agent so notifies any Participant required to fund an Unpaid Drawing under a
Letter of Credit prior to 12:00 Noon (New York time) on any Business Day, 
such Participant shall make available to the Administrative Agent for the 
account of the respective Letter of Credit Issuer such Participant's Adjusted
Percentage of the amount of such payment on such Business Day in same day 
funds.  If and to the extent such Participant shall not have so made its 
Adjusted Percentage of the amount of such Unpaid Drawing available to the 
Administrative Agent for the account of such Letter of Credit Issuer, such 
Participant agrees to pay to the Administrative Agent for the account of such
Letter of Credit Issuer, forthwith on demand such amount, together with 
interest thereon, for each day from such date until the date such amount is
paid to the Administrative Agent for the account of such Letter of Credit 
Issuer at the overnight Federal Funds Effective Rate.  The failure of any 
Participant to make available to the Administrative Agent for the account of the
respective Letter of Credit Issuer its Adjusted Percentage of any Unpaid 
Drawing under any Letter of Credit shall not relieve any other Participant of
its obligation hereunder to make available to the Administrative Agent for 
the account of such respective Letter of Credit Issuer its Adjusted
Percentage of any payment under any Letter of Credit on the date required, as
specified above, but no Participant shall be responsible for the failure of
any other Participant to make available to the Administrative Agent for the
account of such Letter of Credit Issuer such other Participant's Adjusted
Percentage of any such payment.

        (d)  Whenever the respective Letter of Credit Issuer receives a payment
of a reimbursement obligation as to which the Administrative Agent has 
received for the account of such Letter of Credit Issuer any payments from
the Participants pursuant to clause (c) above, such Letter of Credit Issuer
shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each Participant which has paid its Adjusted Percentage 
thereof, in Dollars and in same day funds, an amount equal to such 
Participant's Adjusted Percentage of the principal amount thereof and 
interest thereon accruing at the overnight Federal Funds Effective Rate after
the purchase of the respective participations.

        (e)  The obligations of the Participants to make payments to the
Administrative Agent for the account of the respective Letter of Credit 
Issuer with respect to Letters of Credit shall be irrevocable and not 
subject to counterclaim, set-off or other defense or any other qualification or
exception whatsoever (PROVIDED, HOWEVER, that no Participant shall be required
to make payments resulting from such Letter of Credit Issuer's gross 
negligence or willful misconduct) and shall be made in accordance with the 
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

             (i) any lack of validity or enforceability of this Agreement or
any of the other Credit Documents;

             (ii) the existence of any claim, set-off, defense or other right
which Borrower may have at any time against a beneficiary named in a Letter
of Credit, any transferee of any Letter of Credit (or any Person for whom 
any such transferee may be acting), the Administrative Agent, the respective
Letter of Credit Issuer, any  Bank or other Person, whether in connection
with this Agreement, any  Letter of Credit, the transactions contemplated 
herein or any unrelated transactions (including any underlying transaction
between Borrower and the beneficiary named in any such Letter of Credit);

             (iii) any draft, certificate or other document presented under 
the Letter of Credit proving to be forged, fraudulent, or invalid in any 
respect or any statement therein being untrue or inaccurate in any respect;

             (iv) the surrender or impairment of any security for the 
performance or observance of any of the terms of any of the Credit Documents; or

             (v)the occurrence of any Default or Event of Default.

             2.06  INCREASED COSTS  If at any time after the date of the 
Agreement, the adoption or effectiveness of any new applicable law, rule or
regulation, or any change therein, or any change in the interpretation or 
administration thereof or any existing law, rule or regulation by any 
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the respective
Letter of Credit Issuer or any Bank with any request or directive (whether or
not having the force of law but with which such Bank customarily complies
even though the failure to comply therewith would not be unlawful) by any 
such authority, central bank or comparable agency shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by such Letter of Credit Issuer
or such Bank's participation therein, or (ii) shall impose on such Letter of
Credit Issuer or any Bank any other conditions affecting this Agreement, any
Letter of Credit or such Bank's participation therein;  and the result of any
of the foregoing is to increase the cost to such Letter of Credit Issuer or
such Bank of issuing, maintaining or participating in any Letter of Credit,
or to reduce the amount of any sum  received or receivable by such Letter of
Credit Issuer or such Bank  hereunder (other than any increased cost or 
reduction in the amount  received or receivable resulting from the imposition
of or a change in the rate or basis of net income taxes, franchise taxes or
similar charges),  then, upon demand to Borrower by such Letter of Credit
Issuer or such Bank (a copy of which notice shall be sent by such Letter of
Credit Issuer or such Bank to the Administrative Agent), Borrower shall,
subject to Section 1.12(b) (to the extent applicable), pay to such Letter of
Credit Issuer or  such Bank such additional amount or amounts as will 
compensate such Letter of Credit Issuer or such Bank for such increased cost
or reduction.  A certificate submitted to Borrower by the respective Letter of
Credit Issuer or such Bank, as the case may be (a copy of which certificate
shall be sent by such Letter of Credit Issuer or such Bank to the 
Administrative Agent),  setting forth the basis for the determination of 
such additional amount or  amounts necessary to compensate such Letter of
Credit Issuer or such Bank as aforesaid shall be conclusive and binding on
Borrower absent manifest error, although the failure to deliver any such 
certificate shall not,  subject to Section 1.12(b), release or diminish any
of Borrower's obligations to pay additional amounts pursuant to this 
Section 2.06 upon the subsequent receipt thereof.

        2.07  INDEMNITIES  Borrower hereby agrees to reimburse and indemnify
the respective Letter of Credit Issuer for and against any and all 
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses or disbursements of whatsoever kind or
nature which may be imposed on, asserted against or incurred by such Letter of
Credit Issuer in performing its respective duties in any way relating to or
arising out of its issuance of Letters of Credit; PROVIDED, HOWEVER, that
Borrower shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Letter of Credit Issuer's gross
negligence or willful misconduct or the failure of the respective Letter of
Credit Issuer to determine that any documents required to be delivered under
such Letter of Credit have been delivered and that they substantially comply
on their face with the requirements of such Letter of Credit.  To the extent
the respective Letter of Credit Issuer is not indemnified by Borrower, the
Participants will reimburse and indemnify such Letter of Credit Issuer, in
proportion to their respective Percentages, for  and against any and all 
liabilities, obligations, losses, damages,  penalties, claims, actions,
judgments, suits, costs, expenses or disbursements of whatsoever kind or
nature which may be imposed on, asserted against or incurred by such Letter
of Credit Issuer in performing  its respective duties in any way relating to
or arising out of its issuance of Letters of Credit; PROVIDED, HOWEVER, that no
Participants shall be  liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  resulting from such Letter of Credit Issuer's gross negligence
or willful misconduct.

           SECTION 3.  FEES; COMMITMENTS

           3.01  FEES  (a) Borrower agrees to pay to the Administrative 
Agent a commitment commission ("COMMITMENT COMMISSION") PRO RATA for the
account of each Non-Defaulting Bank for the period from and including with 
respect to the Commitments in effect prior to the Amended and Restated 
Effectiveness Date, February 12, 1997, and with respect to the Commitments
in effect on and as of the Amended and Restated Effectiveness Date, the
Amended and Restated Effectiveness Date to, but not including, the date the
Total Commitment has been terminated, which Commitment Commission shall be
equal to the Applicable Commitment Commission Percentage, computed at such
rate for each day, on the daily amount of such Bank's Available Unutilized
Commitment.  Such Commitment Commission shall be due and payable in arrears
on the first Business Day of each March, June, September and December and
on the date upon which the Total Commitment is terminated.

        (b)  Borrower agrees to pay to the Administrative Agent for the
account of each Non-Defaulting Bank PRO RATA on the basis of their
respective Adjusted Percentages, a fee in respect of each Letter of Credit
(the "LETTER OF CREDIT FEE"), for the period from and including the date of
issuance of such Letters of Credit to and including the termination of such
Letter of Credit, computed at a rate PER ANNUM equal to the Applicable
Eurodollar Margin then in effect on the daily Stated Amount of such Letter of
Credit.  Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on the first Business Day of each March, June, September and December
of each year and on the date after the Total Commitment is terminated and no
Letters of Credit remain outstanding.

        (c)  Borrower agrees to pay to the Administrative Agent for the
account of each Letter of Credit Issuer a fee in respect of each Letter of
Credit issued by it (the "FACING FEE") computed at the rate of 1/8 of 1.00%
PER ANNUM on the daily Stated Amount of such Letter of Credit; PROVIDED,
HOWEVER, that in no event shall the annual Facing Fee to any Letter of Credit
Issuer be less than $500 per Letter of Credit.  Accrued Facing Fees shall be
due and payable quarterly in arrears on the first Business Day of each March,
June, September and December of each year and on the date after the Total
Commitment is terminated and no Letters of Credit remain outstanding.

        (d)  Borrower agrees to pay directly to the respective Letter of Credit
Issuer upon each issuance of, payment under, and/or amendment of, a Letter of
Credit issued by it such amount as shall at the time of such issuance,
payment or amendment be the administrative charge and expenses which such
Letter of Credit Issuer is customarily charging for issuances of, payments
under, or amendments of, letters of credit issued by it.

        (e)  Borrower shall pay to the Administrative Agent (x) on the
Initial Borrowing Date for its own account and/or for distribution to the
Banks such Fees as heretofore agreed in writing by Borrower and the
Administrative Agent and (y) for its own account such other Fees as agreed
to in writing between Borrower and the Administrative Agent, when and as due.

         (f)  All computations of Fees shall be made in accordance with
Section 12.07(b).

         3.02  VOLUNTARY REDUCTION OF COMMITMENTS   Upon at least three     
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), Borrower
shall have the right, without premium or penalty, to terminate or partially
reduce the Total Unutilized Commitment; PROVIDED, HOWEVER, that (w) any such
termination shall apply to proportionately and permanently reduce the
Commitment of each Bank, (x) no such reduction shall reduce any Non-
Defaulting Bank's Commitment to an amount that is less than the sum of (A)
the outstanding Loans of such Bank plus (B) such Bank's Adjusted Percentage
of Letter of Credit Outstandings and (y) any partial reduction pursuant to
this Section 3.02 shall be in the amount of at least $500,000  and in integral
multiples of $100,000 in excess thereof.

         3.03  MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC.  (a) The Total
Commitment shall terminate on the Maturity Date.


         (b)  In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on the Business Day immediately after (1)
with respect to clauses (i) and (iii) of this Section 3.03(b), the date on
which the Section 3.03(b)(i) Remainder or the Section 3.03(b) (iii)
Remainder, as the case may be, is finally determined or (2) with respect to
clause (ii) of this Section 3.03(b), the date of receipt thereof by Borrower
and/or any Subsidiary, the Total Commitment shall be permanently reduced by
an amount equal to 100% of:

              (i) the remainder of (x) the Net Cash Proceeds arising from
         any Asset Disposition, less (y) the aggregate dollar amount of such
         Net Cash Proceeds utilized to (1) so long as the Indenture is in
         effect, acquire one or more Replacement Assets (as defined in the
         Indenture as in effect on the Original Effectiveness Date) within 270
         days of the related Asset Disposition or date of the receipt of such
         Net Cash Proceeds, (2) acquire capital assets related to the core
         business of Borrower within 270 days of the related Asset Disposition
         or date of the receipt of such Net Cash Proceeds or (3) so long as
         the Indenture is in effect, purchase outstanding Senior Secured Notes
         pursuant to an offer to purchase (effected in accordance with the
         Indenture as in effect on the Original Effectiveness Date) such
         outstanding Senior Secured Notes permitted or required by the
         Indenture as in effect on the Original Effectiveness Date to be made
         as a result of such Asset Disposition (the remainder of (x) less (y),
         the "SECTION 3.03(B)(I) REMAINDER");

                (ii) the Net Financing Proceeds arising from any Debt
         Issuance; and

                (iii) the remainder of (x) the aggregate amount of cash
         payments received by Borrower or any Subsidiary from any Recovery
         Event arising as a result of a Total Loss (net of any applicable
         taxes and expenses incurred as a result thereof), LESS (y) the
         aggregate dollar amount of such cash payments utilized to (1) so long
         as the Indenture is in effect, acquire one or more Replacement Assets
         (as defined in the Indenture as in effect on the Original
         Effectiveness Date) within 270 days of the related Total Loss or date
         of the receipt of such cash payments, (2) repair or replace the
         damaged property which is the subject of such Total Loss or acquire
         capital assets related to the core business of Borrower within 270
         days of the date of the related Total Loss or receipt of such cash
         payments or (3) so long as the Indenture is in effect, purchase
         outstanding Senior Secured Notes pursuant to an offer to purchase
         (effected in accordance with the Indenture as in effect on the
         Original Effectiveness Date) such outstanding Senior Secured Notes
         permitted or required by the Indenture as in effect on the Original
         Effectiveness Date to be made as a result of such Total Loss (the
         remainder of (x) less (y), the "SECTION 3.03(B)(III) REMAINDER").
 
         Notwithstanding anything in this Section 3.03(b) to the contrary, so
long as the Indenture and the Security Documents are in effect, to the extent
that the provisions of this Section 3.03(b) conflict with any action required
to be taken (or prohibited to be taken) by Borrower or any Subsidiary 
pursuant to the Indenture or the Security  Documents (in each case as in 
effect on the Original Effectiveness Date), Borrower and the Subsidiaries may
comply with the Indenture and the Security Documents to such extent as is 
necessary to avoid any breach or default thereunder and such compliance, if
resulting in non-compliance with the terms hereof, shall not be a breach or
default by Borrower or any Subsidiary of the provisions of this Section
3.03(b).

         (c)  Each reduction of the Total Commitment pursuant to this Section
3.03 shall apply proportionately to the Commitment of each Bank.

         SECTION 4.  PAYMENTS

         4.01  VOLUNTARY PREPAYMENTS  Borrower shall have the right to prepay
Loans in whole or in part, without premium or penalty, from time to time on the
following terms and conditions: (i) Borrower shall give the Administrative
Agent at the Payment Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay the Loans, the amount of such
prepayment and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, which notice shall be given by Borrower at
least one Business Day prior to the date of such prepayment with respect to
Base Rate Loans and two Business Days prior to the date of such prepayment
with respect to Eurodollar Loans, which notice shall promptly be transmitted
by the Administrative Agent to each of the Banks; (ii) each partial prepayment
of any Borrowing shall be in an aggregate principal amount of at least 
$500,000 and, if greater, in an integral multiple of $100,000; PROVIDED,
HOWEVER, that no partial prepayment of Eurodollar Loans made pursuant to a
Borrowing shall reduce the aggregate principal amount of the Loans 
outstanding pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount applicable thereto; (iii) if any Eurodollar Loan is prepaid
pursuant to this Section 4.01 other than on the last day of the Interest
Period applicable thereto Borrower shall pay to the Banks all amounts due
under Section 1.11 with respect to such prepayment; and (iv) each prepayment
in respect of any Loans made pursuant to a Borrowing shall be applied PRO
RATA among the Banks which made such Loans; PROVIDED, HOWEVER, that at
Borrower's election in connection with any prepayment of Loans pursuant to
this Section 4.01, such prepayment shall not be applied to any Loans of a
Defaulting Bank.

        4.02  MANDATORY PREPAYMENTS

        (A)  REQUIREMENTS:

        (a)  (i)  If on any date the sum of the aggregate outstanding principal
amount of Loans made by Non-Defaulting Banks and the Letter of Credit 
Outstandings exceeds the Adjusted Total Commitment as then in effect, 
Borrower shall repay on such date the principal of Loans of Non-Defaulting
Banks, in an aggregate amount equal to such excess.  If, after giving effect
to the repayment of all outstanding Loans of Non-Defaulting Banks, the
aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total
Commitment then in effect, Borrower shall pay to the Administrative Agent an
amount in cash and/or Cash Equivalents equal to such excess (up to the 
aggregate amount of the Letter of Credit Outstandings at such time) and the
Administrative Agent shall hold such payment as security for the obligations
of Borrower hereunder pursuant to a cash collateral agreement to be entered
into in form and substance reasonably satisfactory to the Administrative
Agent (which shall permit certain investments in Cash Equivalents satisfactory
to the Administrative Agent, until the proceeds are applied to the secured
obligations).

          (ii) If on any date the aggregate outstanding principal amount of the
Loans made by a Defaulting Bank exceeds the Commitment of such Defaulting
Bank, Borrower shall repay the principal of Loans of such Defaulting Bank in
an amount equal to such excess.

          (b)  Notwithstanding anything to the contrary contained elsewhere in
this Agreement, all then outstanding Loans shall be repaid in full on the
Maturity Date.
 
         (B)  APPLICATION:
 
         With respect to each prepayment of Loans required by Section 4.02,
Borrower may designate the Types of Loans which are to be prepaid and the
specific Borrowing or Borrowings under the Facility pursuant to which made;
PROVIDED, HOWEVER, that (i) Eurodollar Loans may only be repaid if no Base
Rate Loans of Non-Defaulting Banks remain outstanding; (ii) if any prepayment
of Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount for such Borrowing, such Borrowing shall be
immediately converted into Base Rate Loans; and (iii) each prepayment of any
Loans made by Non-Defaulting Banks pursuant to a Borrowing shall be applied
pro rata among the Non-Defaulting Banks which made such Loans.  In the
absence of a designation by Borrower as described in the preceding sentence,
the Administrative Agent shall, subject to the above, make such designation in
its sole discretion with a view, but noobligation, to minimize breakage costs
owing under Section 1.11.  Notwithstanding the foregoing provisions of this
Section 4.02(B), if at any time the mandatory prepayment of Loans pursuant
to Section 4.02(A) above would result, after giving effect to the procedures
set forth above, in Borrower incurring breakage costs under Section 1.11 as
a result of Eurodollar Loans being prepaid other than on the last day of an
Interest Period applicable thereto (the "AFFECTED EURODOLLAR LOANS"),
then Borrower may in its sole discretion initially deposit a portion
(up to 100%) of the amounts that otherwise would have been paid in respect
of the Affected Eurodollar Loans with the Administrative Agent (which deposit
must be equal in amount to the amount of the Affected Eurodollar Loans not
immediately prepaid) to be held as security for the obligations of Borrower
hereunder pursuant to a cash collateral agreement to be entered into in
form and substance reasonably satisfactory to the Administrative Agent and
shall provide for investments satisfactory to the Administrative Agent and
Borrower, with such cash collateral to be directly applied upon the first
occurrence (or occurrences) thereafter of the last day of an Interest Period
applicable to the relevant Loans that are Eurodollar Loans (or such earlier
date or dates as shall be requested by Borrower) to repay an aggregate principal
amount of such Loans equal to the Affected Eurodollar Loans not initially
prepaid pursuant to this sentence.  Notwithstanding anything to the contrary
contained in the immediately preceding sentence, all amounts deposited as
cash collateral pursuant to the immediately preceding sentence shall be held
for the sole benefit of the Banks whose Loans would otherwise have been
immediately prepaid with the amounts deposited and upon the taking of any
action by the Administrative Agent or the Banks pursuant to the remedial
provisions of Section 9, any amounts held as cash collateral pursuant to
this Section 4.02(B) shall, subject to the requirements of applicable law, be
immediately applied to the Loans.

         4.03  METHOD AND PLACE OF PAYMENT  Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable (based on its PRO RATA share) account
of the Banks entitled thereto, not later than 1:00 P.M. (New York time) on
the date when due and shall be made in immediately available funds and in
lawful money of the United States of America at the Payment Office, it being
understood that written notice by Borrower to the Administrative Agent to make
a payment from the funds in Borrower's account at the Payment Office shall
constitute the making of such payment to the extent of such funds held in
such account.  Solely for purposes of calculating interest due on any
amount owing hereunder, any payments under  this Agreement which are made later
than 1:00 P.M. (New York time) shall be deemed to have been made on the next
succeeding Business Day.  Whenever any payment to be made hereunder shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.

         4.04  NET PAYMENTS  (a)  All payments made by Borrower hereunder or
under any Note will be made without setoff, counterclaim or other defense. 
Except as provided in Section 4.04(b), all such payments will be made free
and clear of, and without deduction or withholding for, any present or future
taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, except as provided in the second succeeding
sentence, any franchise or similar tax imposed on or measured by the net
income or net profits of a Bank pursuant to the laws of the jurisdiction in
which it is organized or managed and controlled or the jurisdiction in which
the principal office or applicable lending office of such Bank is located or
any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (other than interest, penalties, levies,
imposts, duties, fees, assessments or other charges imposed or payable as a
result of any action or inaction of such Bank not timely or properly taken by
such Bank or non-compliance by such Bank with applicable law) (all such non-
excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as "TAXES").  If any Taxes are so levied or
imposed, Borrower agrees to pay the full amount of such Taxes, and such
additional amounts, if any, as may be necessary so that every payment of all
amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note.  If any amounts are payable in respect
of Taxes pursuant to the preceding sentence, Borrower agrees to reimburse
each Bank, upon the written request of such Bank, for taxes imposed on or
measured by the net income or net profits of such Bank pursuant to the laws
of the jurisdiction in which the principal office or applicable lending
office of such Bank is located or under the laws of any political subdivision
or taxing authority of any such jurisdiction in which the principal office or
applicable lending office of such Bank is located and for any withholding of
taxes as such Bank shall determine are payable by, or withheld from, such
Bank in respect of such amounts so paid to or on behalf of such Bank pursuant
to the preceding sentence and in respect of any amounts paid to or on behalf of
such Bank pursuant to this sentence.  Borrower will furnish to the 
Administrative Agent within 45 days after the date the payment of any Taxes
is due pursuant to applicable law certified copies of tax receipts evidencing
such payment by Borrower.  Borrower agrees to indemnify and hold  harmless
each Bank, and reimburse such Bank upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Bank.

         (b)  Each Bank that is not a United States person (as such term is 
defined in Section 7701(a)(30) of the Code) agrees to deliver to Borrower and
the Administrative Agent on or prior to the date of this Agreement, or in the
case of a Bank that is an assignee or transferee of an interest under this
Agreement pursuant to Section 1.13 or 12.04 (unless the respective Bank was
already a Bank hereunder immediately prior to such assignment or transfer),
on the date of such assignment or transfer to such Bank, (i) two accurate
and complete original signed copies of Internal Revenue Service Form 4224 or
1001 (or successor forms) certifying to such Bank's entitlement to a 
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement and under any Note, or (ii) if the Bank is not
a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot
deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause
(i) above, (x) a certificate substantially in the form of EXHIBIT D hereto
(any such certificate, a "SECTION 4.04(B)(II) CERTIFICATE") and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note.  In addition,
each Bank agrees that from time to time after the date of this Agreement,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver
to Borrower and the Administrative Agent two new accurate and complete
original signed copies of Internal Revenue Service Form 4224 or 1001, or
Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the
entitlement of such Bank to a continued exemption from or reduction in United
States withholding tax with respect to payments under this Agreement and any
Note, or it shall immediately notify Borrower and the Administrative Agent of
its inability to deliver any such Form or Certificate.  Notwithstanding
anything to the contrary contained in Section 1.10, 2.06 or 4.04(a), but
subject to Section 12.04(b) and the immediately succeeding sentence, (x)
Borrower shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States
(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Bank
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent
that such Bank has not provided to Borrower U.S.Internal Revenue Service
Forms that establish a complete exemption from such deduction or withholding
and (y) Borrower shall not be obligated pursuant to Section 1.10, 2.06 or
4.04(a) hereof to gross-up payments to be made to a Bank in respect of
income or similar taxes imposed by the United States (I) if such Bank has not
provided to Borrower the Internal Revenue Service Forms required to be
provided to Borrower pursuant to this Section 4.04(b) or (II) in the case of
a payment, other than interest, to a Bank described in clause (ii) above, to
the extent that such Forms do not establish a complete exemption from
withholding of such taxes.  Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 4.04 and
except as set forth in Section 12.04(b), Borrower agrees to pay additional
amounts and to indemnify each Bank in the manner set forth in Section 1.10,
2.06 or 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld
by it as described in the immediately preceding sentence as a result of any
changes after the date of this Agreement in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of income or similar Taxes;
PROVIDED, HOWEVER, such Bank shall provide to Borrower and the Administrative
Agent any reasonably available applicable Internal Revenue Service tax form
(reasonably similar in its simplicity and lack of detail to Internal Revenue
Service Form 1001) necessary or appropriate for the exemption or reduction in
the rate of such U.S. federal withholding tax.

         (c)  The provisions of this Section 4.04 shall be subject to Section
1.12(b) (to the extent applicable).

         SECTION 5.  CONDITIONS PRECEDENT  The obligation of the Banks to make
each Loan hereunder, and the obligation of the Letter of Credit Issuers to
issue Letters of Credit hereunder, is subject, at the time of each such Credit
Event (except as otherwise hereinafter indicated), to the satisfaction of each
of the following conditions:

         5.01  CONSENT OF BANKS; RATIFICATION AGREEMENT  On or prior to the
Amended and Restated Effectiveness Date, (i) each of Borrower and the Banks
shall have duly executed and delivered this Agreement and (ii) each of the
Guarantors and the Administrative Agent shall have duly authorized, executed
and delivered the Ratification Agreement substantially in the form  attached
hereto as EXHIBIT J.

         5.02  EXECUTION OF NOTES.  On or prior to the Amended and Restated
Effectiveness Date pursuant to Section 1.05(b), there shall have been delivered
to the Administrative Agent for the account of each Bank increasing its
Commitment as of the Amended and Restated Effectiveness Date in connection
with this amendment and restatement of this Agreement, the appropriate Note
executed by Borrower, and in the amount, maturity and as otherwise provided
herein.
 
         5.03  NO DEFAULT; REPRESENTATIONS AND WARRANTIES  As of the Amended
and Restated Effectiveness Date and at the time of each Credit Event and also
after giving effect thereto, (i) there shall exist no Default or Event of
Default and (ii) all representations and warranties contained herein or in each
of the other Credit Documents in effect at such time shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event (except to the extent that such representations and warranties
expressly relate to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and except to the
extent that such representations and warranties are no longer true and
correct due to any action or inaction permitted or required to be taken under
the Credit Documents by Borrower or any Subsidiary).

         5.04  OFFICER'S CERTIFICATE   On the Amended and Restated
Effectiveness Date, the Administrative Agent shall have received a
certificate dated such date signed by the President, any Vice President or
the Treasurer of Borrower stating that all of the applicable conditions set
forth in Sections 5.03, 5.09(a) and 5.16 have been satisfied as of such date.

         5.05  OPINIONS OF COUNSEL  On the Amended and Restated Effectiveness
Date, the Administrative Agent shall have received opinions, addressed to the
Administrative Agent and each of the Banks and dated the Initial Borrowing
Date, from (i) Baker & Botts, L.L.P., counsel to Borrower, which opinion
shall cover the matters contained in EXHIBIT E-1 hereto, (ii) James L. 
McCulloch, Vice President and General Counsel of Borrower, which opinion shall
cover the matters contained in EXHIBIT E-2 hereto, and (iii) Cahill Gordon &
Reindel, special counsel to the Administrative Agent, which opinion shall
cover the matters contained in EXHIBIT E-3 hereto.

         5.06  CORPORATE PROCEEDINGS  (a) On the Amended and Restated     
Effectiveness Date, the Administrative Agent shall have received from each
Credit Party a certificate, dated the Amended and Restated Effectiveness
Date, signed by the President, any Vice President or the Treasurer or other
appropriate representative of such Credit Party in the form of EXHIBIT F
hereto with appropriate insertions and deletions, together with copies of the
certificate of formation or organization, the by-laws, or other organizational
documents of such Credit Party, and the resolutions, or such other
administrative approval, of such Credit Party referred to in such certificate.

         (b)  On the Amended and Restated Effectiveness Date, all corporate and
legal proceedings and all instruments and agreements in connection with the
execution and delivery of the Credit Documents shall be reasonably
satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates and
any other records of corporate proceedings and governmental approvals, if
any, which the Administrative Agent may have reasonably requested in
connection therewith.

         5.07  INDEBTEDNESS  On the Original Effectiveness Date, (a) Borrower
and the Subsidiaries shall not have any Indebtedness outstanding with a
principal amount in excess of $10,000 except for (i) Loans and Letters of
Credit, (ii) Indebtedness in an aggregate principal amount not exceeding 
$225.0 million represented by the Senior Secured Notes, (iii) Existing
Indebtedness and (iv) Existing L\C Facility Indebtedness and  (b) the credit
agreement dated June 24, 1993 among Borrower and certain Subsidiaries and
Societe Generale, New York Branch shall have been terminated and all amounts
owing thereunder shall have been repaid and the Administrative Agent shall
have received written evidence reasonably satisfactory to it of the same.
On or prior to the Initial Borrowing Date, there shall have been delivered to
the Banks copies, certified as true and correct by an appropriate officer of
Borrower, of all agreements evidencing or relating to Existing Indebtedness
(the "EXISTING INDEBTEDNESS AGREEMENTS"), all of which Existing Indebtedness
Agreements shall be in form and substance reasonably satisfactory to the
Administrative Agent.

         5.08  ADVERSE CHANGE, ETC.  As of the date of each Credit Event,
nothing shall have occurred (and neither the Banks nor the Administrative
Agent shall have become aware of any facts or conditions not previously
known) which the Administrative Agent shall reasonably determine (a) is
reasonably likely to have a material adverse effect on the rights and remedies
of the Banks or the Administrative Agent under the Credit Documents, taken as a
whole, or on the ability of the Credit Parties, taken as a whole, to perform
their obligations to the Banks and the Administrative Agent under the Credit
Documents, or (b) is reasonably likely to have a Material Adverse Effect.

         5.09  LITIGATION  On the Amended and Restated Effectiveness Date,
there shall be no actions, suits or proceedings by any administrative,
governmental or other public authority or other Person pending or threatened
(a) with respect to this Agreement or any other Credit Document or the
transactions contemplated hereby or thereby or (b) which the Administrative
Agent or the Required Banks shall reasonably determine is reasonably likely to,
individually or in the aggregate, (i) have a Material Adverse Effect or (ii)
have a material adverse effect on the rights or remedies of the Banks or the
Administrative Agent under the Credit Documents, taken as a whole, or on the
ability of the Credit Parties, taken as a whole, to perform their obligations
to the Banks and the Administrative Agent under the Credit Documents.

         5.10  APPROVALS  On the Amended and Restated Effectiveness Date, all
material necessary governmental and third party approvals and consents in
connection with the transactions contemplated by the Credit Documents and
otherwise referred to therein shall have been obtained and remain in effect,
and all applicable waiting periods shall have expired without any action
being taken by any competent authority which restrains or prevents such
transactions or imposes, in the reasonable judgment of the Required Banks or
the Administrative Agent, materially adverse conditions upon the consummation
of such transactions.

         5.11  FEES  On the Amended and Restated Effectiveness Date, Borrower
shall have paid to the Administrative Agent and the Banks all Fees and
expenses agreed upon by such parties to be paid on or prior to such date.

         5.12  GUARANTY  On or prior to the Original Effectiveness Date, each
Wholly-Owned Domestic Subsidiary which owns or has chartered from a Person
(other than Borrower or any Subsidiary) any Fleet Rig as of the Original
Effectiveness Date and each Wholly-Owned Domestic Subsidiary whose assets as
of the Original Effectiveness Date constitute more than 5% of the combined
book value of the assets of Borrower and the Subsidiaries  (other than
Unrestricted Subsidiaries) as of the Original Effectiveness Date shall have
duly authorized, executed and delivered a Guaranty in the form of EXHIBIT G
hereto (as modified, amended or supplemented from time to time in accordance
with the terms hereof and thereof, the "GUARANTY"), and the Guaranty shall be
in full force and effect; PROVIDED, HOWEVER, that no Unrestricted Subsidiary
need be a Guarantor unless it is a guarantor of any Indebtedness of Borrower
or of any Subsidiary (other than of an Unrestricted Subsidiary).

         5.13  RIG MATTERS  (a)  On or prior to the Original Effectiveness
Date, the Administrative Agent shall have received:

                  (i) evidence reasonably satisfactory to the Administrative
               Agent that as of the Original Effectiveness Date (A) Borrower
               and the Subsidiaries (other than Unrestricted Subsidiaries)
               own and operate not less than 25 Fleet Rigs which have a
               Market Value, determined in a manner reasonably satisfactory
               to the Administrative Agent by one of the Approved
               Shipbrokers, of at least $1.0 billion and (B) each Fleet Rig
               is classified in the highest class available for rigs of
               its age and type with the American Bureau of Shipping, Inc. or
               another internationally recognized classification society
               acceptable to the Administrative Agent, free of any requirements
               or recommendations, other than such requirements or
               recommendations which if not cured by the owner thereof would
               not materially diminish such Fleet Rig's value; and

                   (ii) reports from one of the Approved Shipbrokers setting
               forth the Market Value as of the Original Effectiveness Date
               of each Fleet Rig.

               (b)  On the date of each Credit Event, none of the Glomar
Adriatic IX (Official No. 11490-81-D), Glomar Adriatic X (Official No.
10767-PEXT5), Glomar Adriatic XI (Official No. 21899-95), Glomar Baltic I
(Official No. 663783), Glomar Celtic Sea (Official No. 25598-PEXT) Fleet Rigs
and Borrower's leasehold interest in and other rights with respect to the
Glomar Explorer (Official No. 547527) Fleet Rig shall be subject to any Lien,
other than Liens permitted by Section 8.04 (except Liens securing Indebtedness
for borrowed money) and such Fleet Rigs and leasehold interest and other
rights shall have a Market Value at the Original Effectiveness Date,
determined in a manner reasonably satisfactory to the Administrative Agent by
one of the Approved Shipbrokers, of at least $150.0 million.

         5.14  INSURANCE REPORT  On or prior to the Amended and Restated
Effectiveness Date, the Administrative Agent shall have received a detailed
report from a firm of independent marine insurance brokers acceptable to the
Administrative Agent and the Required Banks, with respect to the insurance
maintained by Borrower and the Subsidiaries in connection with the Fleet
Rigs, together with a certificate from such broker certifying that such
insurances are placed with such insurance companies and/or underwriters
and/or clubs, in such amounts, against such risks, and in such form, as are
normally insured against by similarly situated insureds.

         5.15  PROJECTIONS  On or prior to the Amended and Restated
Effectiveness Date, the Banks shall have received detailed consolidated
financial projections (including, but not limited to, forecasted statements
of net income, cash flow and balance sheets and compliance with all
financial covenants) (the "PROJECTIONS"), for Borrower and the Subsidiaries for
the fiscal year ending December 31, 1997, accompanied by a certificate of the
Chief Financial Officer of Borrower to the effect that such Projections are
based on supporting assumptions and explanations believed by Borrower in
good faith to be reasonable as to the future financial performance of
Borrower and the Subsidiaries for the period covered, which Projections, the
supporting assumptions and explanations thereto, and certificate shall be
reasonably satisfactory in form and substance to the Administrative Agent
and the Required Banks.

         5.16  OFFSHORE DRILLING CONTRACTS  On the Amended and Restated     
Effectiveness Date, all of the offshore drilling contracts described on Annex
III hereto shall be in full force and effect.

         5.17  MARGIN RULES  On the date of each Credit Event, neither the
making of a Loan hereunder nor the use of the proceeds thereof will violate
or be inconsistent with the provisions of Regulations G, T, U or X of the
Board of Governors of the Federal Reserve System.

         The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by Borrower to the Administrative Agent and each
of the Banks that all of the applicable conditions specified above exist as
of that time.  All of the certificates, legal opinions and other documents
and papers referred to in this Section 5, unless otherwise specified, shall be
delivered to the Administrative Agent at its Notice Office for the account of
each of the Banks and, except for the Notes, in sufficient counterparts or
copies for each of the Banks and shall be satisfactory in form and substance
to the Administrative Agent.

         SECTION 6.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS In
order to induce the Banks to enter into this Agreement and to make the Loans
and issue and/or participate in Letters of Credit provided for herein,
Borrower makes the following representations and warranties to, and
agreements with, the Banks, all of which shall survive the execution and
delivery of this Agreement and the making of the Loans (with the making of each
Credit Event thereafter being deemed to constitute a representation and warranty
that the matters specified in this Section 6 are true and correct in all
material respects on and as of the date of each such Credit Event, unless
such representation and warranty expressly indicates that it is being made as
of any specific date, in which case such representations and warranties shall be
true and correct in all material respects as of such date, and except to the
extent that such representations and warranties are no longer true and
correct due to any action or inaction permitted or required to be
taken under the Credit Documents by Borrower or  any Subsidiary):

         6.01  STATUS  Borrower and each Subsidiary (i) is a duly organized and
validly existing corporation, partnership, association, limited liability
company or other business entity in good standing under the laws of the
jurisdiction of its organization, (ii) has the power and authority and has
obtained all requisite governmental licenses, authorizations, consents and
approvals (a) to own its property and assets and (b) to transact the business
in which it is engaged, except in such case where the failure to have such
power and authority or to obtain such governmental licenses, authorizations,
consents and approvals, individually and in the aggregate, (x) is not
reasonably likely to have a Material Adverse Effect and (y) is not reasonably
likely to have a material adverse effect on the rights and remedies of the
Banks or the Administrative Agent under the Credit Documents, taken as a
whole, or on the ability of the Credit Parties, taken as a whole, to perform
their obligations to the Banks and the Administrative Agent under the Credit
Documents, and (iii) is duly qualified and is authorized to do business and
is in good standing in all jurisdictions where it is required to be so
qualified and where the failure to be so qualified, individually and in the
aggregate, is not reasonably likely to have a Material Adverse Effect.

         6.02  POWER AND AUTHORITY  Each Credit Party has the power and
authority to execute, deliver and carry out the terms and provisions of each
Credit Document to which it is a party and has taken all necessary action to
authorize the execution, delivery and performance of each Credit Document to
which it is a party. Each Credit Party has duly executed and delivered each
Credit Document to which it is a party and each such Credit Document
constitutes the legal, valid and binding obligation of each such Credit
Party, enforceable against such Person in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws generally
affecting creditors' rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).

         6.03  NO VIOLATION  (a)  Neither the execution, delivery or     
performance by any Credit Party of the Credit Documents to which it is a
party nor compliance with the terms and provisions thereof (i) will
contravene any applicable provision of any law, statute, rule, regulation,
order, writ, injunction or decree of any court or governmental
instrumentality of the United States or any State thereof, (ii) will result in
any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under (or with notice or lapse of time or both would
constitute a default under), or result in the creation or imposition of (or
the obligation to create or impose) any Lien upon any of the property or
assets of Borrower or any Subsidiary pursuant to the terms of, any indenture,
mortgage, deed of trust, agreement or other instrument to which Borrower or
any Subsidiary is a party or by which it or any of its properties or assets
are bound or to which it is subject or (iii) will violate any provision of the
Certificate of Incorporation or By-Laws of Borrower or any Subsidiary (except
for, in the case of clauses (i) and (ii) above only, contraventions,
breaches, defaults, creations or impositions which, individually and in the
aggregate, (x) are not reasonably likely to have a Material Adverse Effect
and (y) are not reasonably likely to have a material adverse effect on the
rights or remedies of the Banks or the Administrative Agent under the Credit
Documents, taken as a whole, or on the ability of the Credit Parties, taken
as a whole, to perform their obligations to the Banks and the Administrative
Agent under the Credit Documents).

        (b)  Neither Borrower nor any Subsidiary is (i) in contravention of any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality of the
United States or any State thereof, (ii) in breach of any of the terms,
covenants, conditions or provisions of, or in default under (or with notice or
lapse of time or both would be in default under), any indenture, mortgage,
deed of trust, agreement or other instrument to which Borrower or any
Subsidiary is a party or by which it or any of its properties or assets are
bound or to which it is subject or (iii) in violation of any provision of the
Certificate of Incorporation or By-Laws of Borrower or any Subsidiary (except
for, in the case of clauses (i) and (ii) above only, contraventions, breaches
or defaults which, individually and in the aggregate, (x) are not reasonably
likely to have a Material Adverse Effect and (y) are not reasonably likely to
have a material adverse effect on the rights or remedies of the Banks or the
Administrative Agent under the Credit Documents, taken as a whole, or on the
ability of the Credit Parties, taken as a whole, to perform their obligations
to the Banks and the Administrative Agent under the Credit Documents).

         6.04  LITIGATION  There are no actions, suits or proceedings by an
administrative, governmental or other public authority or other Person
pending or, to the best of Borrower's knowledge, threatened against or with
respect to Borrower or any Subsidiary or any of their respective properties
or assets which, individually or in the aggregate, (i) are reasonably likely
to have a Material Adverse Effect or (ii) are reasonably likely to have a
material adverse effect on the rights or remedies of the Banks or the
Administrative Agent under the Credit Documents, taken as a whole, or on
the ability of the Credit Parties, taken as a whole, to perform their
obligations to the Banks and the Administrative Agent under the Credit
Documents.

         6.05  USE OF PROCEEDS; MARGIN REGULATIONS  (a) The proceeds of all
Loans shall be utilized to support Borrower's ongoing working capital needs
or to provide for the general corporate purposes of Borrower.  (b) Neither
the making of any Loan hereunder, nor the use of the proceeds thereof, will
violate or be inconsistent with the provisions of Regulation G, T, U or X of
the Board of Governors of the Federal Reserve System and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock in
violation of Regulation U or to extend credit for the purpose of purchasing
or carrying any Margin Stock.

         6.06  GOVERNMENTAL APPROVALS  Except for the orders, consents,
approvals, licenses, authorizations, validations, recordings, registrations
and exemptions that have already been duly made or obtained and remain in
full force and effect, no order, consent, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption
by, any foreign or domestic governmental or public body or authority, or any
subdivision thereof, is necessary or is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of
any Credit Document.

         6.07  INVESTMENT COMPANY ACT  Neither Borrower nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

         6.08  PUBLIC UTILITY HOLDING COMPANY ACT  Neither Borrower nor any
Subsidiary is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         6.09  TRUE AND COMPLETE DISCLOSURE  All factual information (taken
as a whole) heretofore or contemporaneously furnished for purposes of or in
connection with this Agreement or the Original Credit Agreement or any
transaction contemplated herein by or, to Borrower's knowledge, on behalf
of Borrower or any Subsidiary in writing to (i) the Administrative Agent or
any Bank or (ii) any Person providing information to the Administrative Agent
or any Bank on behalf of Borrower or any Subsidiary is, and all other such
factual information (taken as a whole) hereafter furnished by or, to Borrower's
knowledge, on behalf of Borrower or any  Subsidiary in writing to (i) the
Administrative Agent or any Bank or (ii) any Person providing information to
the Administrative Agent or any Bank on behalf of Borrower or any Subsidiary
will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by omitting to
state any material fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided.  The Projections contained in such materials are
based on supporting estimates and assumptions believed by such Persons in good
faith to be reasonable at the time made as to the future financial performance
of Borrower and the Subsidiaries for the period covered, it being recognized
by the Administrative Agent and the Banks that such Projections as to future
events are not to be viewed as facts and that actual results during the
period or periods covered by any such Projections may differ from the
projected results.  There is no fact known to Borrower or any Subsidiary 
which is reasonably likely to have a Material Adverse Effect or which has not
been disclosed herein or in such other documents, certificates and statements
furnished to the Banks for use in connection with transactions contemplated
hereby.

         6.10  FINANCIAL CONDITION; FINANCIAL STATEMENTS  (a)  On and as of
the date of each Credit Event, on a PRO FORMA basis after giving effect to
all Indebtedness incurred, and to be incurred, by Borrower and the
Subsidiaries in connection therewith, (x) the sum of the assets, at a fair
valuation, of Borrower and the Subsidiaries taken as a whole will exceed
their debts, (y) Borrower and the Subsidiaries taken as a whole will not have
incurred or intended to, or believe that they will, incur debts beyond their
ability to pay such debts as such debts mature and (z) Borrower and the
Subsidiaries taken as a whole will not have unreasonably small capital with
which to conduct their business.

         (b)  (i)  The consolidated balance sheet of Borrower and the
Subsidiaries at December 31, 1996 and the related consolidated statements of
operations and cash flows of Borrower and the Subsidiaries for the fiscal
year ended as of such date, which have been examined by Coopers & Lybrand
L.L.P., independent certified public accountants, who delivered an unqualified
opinion in respect thereof, and (ii) the consolidated balance sheet of
Borrower and the Subsidiaries as of March 31, 1997 and the related
consolidated statements of operations and cash flows for Borrower and the
Subsidiaries for the three-month period then ended, copies of which have
heretofore been furnished to each Bank, present fairly in all material respects
the financial position of such entities at the dates of said statements and
the results for the period covered thereby in accordance  with GAAP, except
to the extent provided in the notes to said financial statements and, in the
case of the March 31, 1997 statements, subject to normal and recurring year-end
audit adjustments and the exclusion of detailed footnotes.  All such
financial statements have been prepared in accordance with generally
accepted accounting principles consistently  applied except to the extent
provided in the notes to said financial statements.  Nothing has occurred
since December 31, 1995 that has had or is reasonably likely to have a
Material Adverse Effect.

         (c)  Except as reflected in the financial statements and the notes
thereto described in Section 6.10(b) or in ANNEX VII hereto, there were as
of the Amended and Restated Effectiveness Date no liabilities or obligations
with respect to Borrower or any Subsidiary of a nature (whether absolute,
accrued, contingent or otherwise and whether or not due) which, either
individually or in aggregate, is reasonably likely to have a Material
Adverse Effect.

         6.11  TAX RETURNS AND PAYMENTS  Borrower and each Subsidiary has
filed all federal income tax returns and all other material tax returns,
domestic and foreign, required to be filed by it and has paid all material
taxes and assessments payable by it which have become due, other than those
not yet delinquent and except for those contested in good faith and for which
adequate reserves have been established as is required by GAAP or which if
unfiled or unpaid would not reasonably be likely to have a Material Adverse
Effect.  Borrower and each Subsidiary has paid, or has provided adequate
reserves (in accordance with GAAP) for the payment of, all federal, state
and foreign income taxes applicable for all prior fiscal years and for the
current fiscal year to the Amended and Restated Effectiveness Date.  Neither
Borrower nor any Subsidiary knows of any proposed tax assessment against any
such Person that is reasonably likely to have a Material Adverse Effect and
which is not being actively contested in good faith by such Person to the
extent affected thereby by appropriate proceedings; PROVIDED, HOWEVER, that
such reserves or other appropriate provisions, if any, as shall be required
in conformity with GAAP shall have been made or provided therefor.

         6.12  EMPLOYEE BENEFIT PLANS  (a) Each member of the ERISA Group 
(x) has fulfilled its obligations under the minimum funding standards of
ERISA and the Code with respect to each Plan and (y) is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Code with respect to each Plan other than any failure to so comply that is
not reasonably likely to have a Material Adverse Effect.  No member of the
ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Code in respect of any Plan within the preceding six
years, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any 
amendment to any Plan or Benefit Arrangement, which has resulted or is
reasonably likely to result in the imposition of a Lien or the posting of a
bond or other security under ERISA or the Code or (iii)incurred any liability
under Title IV of ERISA within the preceding six years other than a liability
to the PBGC for premiums under Section 4007 of ERISA.  The amount of Unfunded
Liabilities in the aggregate for all Plans (excluding for purposes of such
computation any Plans which have a negative amount of Unfunded Liabilities)
does not exceed $10.0 million.

         (b) Each Foreign Pension Plan has been maintained in compliance with
its terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in
good standing with applicable regulatory authorities other than any failure
to so comply that could not reasonably be expected to have a Material Adverse
Effect.  Neither Borrower nor any Subsidiary has incurred any material
obligation in connection with the termination of or withdrawal from any
Foreign Pension Plan.  The present value of the accrued benefit liabilities
(whether or not vested) under each Foreign Pension Plan, determined as of the
end of Borrower's most recently ended fiscal year on the basis of actuarial
assumptions, each of which is reasonable, did not exceed the current value of
the assets of such Foreign Pension Plan allocable to such benefit liabilities
by an amount that could reasonably be expected to have a Material Adverse
Effect.

         6.13  SUBSIDIARIES ANNEX IV hereto lists each Subsidiary (and the
direct and indirect ownership interest of Borrower therein), in each case
existing on the Original Effectiveness Date.  All the outstanding shares of
Capital Stock of each Subsidiary have been duly authorized and validly
issued, are fully paid and non-assessable and (except for any directors'
qualifying shares) are owned by Borrower free and clear of all Liens, other
than, so long as the Indenture is in effect, Liens created by the Security
Documents.

         6.14  PATENTS, ETC.  Borrower and each Subsidiary has obtained all
patents, trademarks, service marks, trade names, copyrights, licenses  and
other rights (collectively, the "INTELLECTUAL PROPERTY"), free from
burdensome restrictions, that are necessary for the operation of their
respective businesses as presently conducted and the failure to obtain which
is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect.  No claim is pending or, to the best of Borrower's knowledge,
threatened to the effect that the actions of Borrower or any Subsidiary
infringe upon or conflict with the asserted rights of any other Person under
any Intellectual Property, except for such claims which are not, individually
or in the aggregate, reasonably likely to have a Material Adverse Effect,
and, to the best of Borrower's knowledge, there is no basis for any such
claim (whether or not pending or threatened).  No claim is pending or, to
the best of Borrower's knowledge, threatened to the effect that any such
Intellectual Property owned or licensed by Borrower or any Subsidiary or which
Borrower or any Subsidiary otherwise has the right to use is invalid or
unenforceable by Borrower or such Subsidiary, except for such claims which
are not, individually or in the aggregate, reasonably likely to have a
Material Adverse Effect, and, to the best of Borrower's knowledge, there is
no basis for any such claim (whether or not pending or threatened).

         6.15  ENVIRONMENTAL MATTERS  (a) Borrower and each Subsidiary is in
compliance with all Environmental Laws and is not subject to any liability
under any Environmental Law except as would not, individually or in the
aggregate, reasonably be likely to have a Material Adverse Effect   All
licenses, permits, registrations, or approvals required for the business
conducted and for the operations and facilities owned, leased or operated by
Borrower and each Subsidiary under any Environmental Law have been obtained
and Borrower and each Subsidiary is in compliance therewith, except such
licenses, permits, registrations or approvals the failure to obtain or to
comply therewith is not, individually or in the aggregate, reasonably likely
to have a Material Adverse Effect.  Neither Borrower nor any Subsidiary is in
any respect in noncompliance with, breach of or default under any applicable
writ, order, judgment, injunction, or decree to which Borrower or such
Subsidiary is a party or which would affect the ability of Borrower or such
Subsidiary to operate any Real Property, offshore drilling rig or other
facility and no event has occurred and is continuing which, with the passage
of time or the giving of notice or both, would constitute noncompliance,
breach of or default thereunder, except in each such case, such
noncompliance, breaches or defaults which are not, individually or in the
aggregate, reasonably likely to have a Material Adverse Effect.  There are no
Environmental Claims pending or, to the best knowledge of Borrower, threatened,
against Borrower or any Subsidiary wherein an unfavorable decision, ruling or
finding is, individually or in the aggregate, reasonably likely to have a
Material Adverse Effect.  Neither Borrower nor any Subsidiary has received
notice that it has been identified as a potentially responsible party under
CERCLA or any comparable foreign or state law, nor has Borrower or any
Subsidiary received any written notification that any Hazardous Materials
that it or any of their respective predecessors in interest has used,
generated, stored, treated, handled, transported or disposed of, or arranged
for disposal or treatment of, have been found at any location at which any
Person is conducting or plans to conduct any action pursuant to any
Environmental Law except as would not, individually or in the aggregate,
reasonably be likely to have a Material Adverse Effect.  No properties now
or formerly owned, leased or operated by Borrower or any Subsidiary or, to the
knowledge of Borrower or any Subsidiary, any of their respective predecessors
in interest, are (x) listed or proposed for listing on the National
Priorities List under CERCLA or (y) listed on the Comprehensive Environmental
Response, Compensation and Liability Information System List promulgated
pursuant to CERCLA or (z) included on any comparable lists maintained by any
Governmental Authority except as would not, individually or in the aggregate,
reasonably be likely to have a Material Adverse Effect.  There are no past or
present events, conditions, activities, practices or actions, or any
agreements, judgments, decrees or orders by which Borrower or any Subsidiary
is bound, which would reasonably be  expected to prevent Borrower's or any
Subsidiary's compliance with any  Environmental Law, or which would reasonably
be expected to give rise to any liability of Borrower or any Subsidiary under
any Environmental Law, or to cause any Real Property, offshore drilling rig
or other facility owned, leased or operated by Borrower or any Subsidiary to
be subject to any restriction on its ownership, occupancy, use or
transferability under any Environmental Law, except in each such case, such
noncompliance, liability or restriction which is, individually or in the
aggregate, not reasonably likely to have a Material Adverse Effect.

         (b)  Hazardous Materials have not at any time been (i)  generated,
used, processed, treated, stored or disposed of on, at or under or transported
to or from, any Real Property, offshore drilling rig or other facility at any
time owned, leased or operated by Borrower or any Subsidiary or (ii) Released
on, at, under or from any such Real Property, offshore drilling rig or other
such facility, in each case where such occurrence, or event is, individually or
in the aggregate, reasonably likely to have a Material Adverse Effect.

         6.16  PROPERTIES (a) Borrower and each Subsidiary has title to all
material properties owned by them including all property reflected in the
consolidated balance sheets of Borrower and the Subsidiaries as referred to
in Section 6.10(b), free and clear of all Liens, other than (i) as referred
to in the consolidated balance sheet or in the notes thereto or (ii) Permitted
Liens.

         (b)  ANNEX VI hereto sets forth all the offshore drilling rigs owned
or leased for more than two years by Borrower or any Subsidiary on the
Original Effectiveness Date, and identifies the registered owner, flag,
official or patent number, as the case may be, and the home port, class,
location and operating status thereof on the Original Effectiveness Date.

         6.17  LABOR RELATIONS  Neither Borrower nor any Subsidiary is
engaged in any unfair labor practice that is, individually or in the
aggregate, reasonably likely to have a Material Adverse Effect.  There is
(i) no unfair labor practice complaint pending against Borrower or any
Subsidiary or threatened against any of them, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of
or under any collective bargaining agreement is so pending against any of
them or, to the best of Borrower's knowledge, threatened against any of
them, (ii) no strike, labor dispute, slowdown or stoppage pending against
Borrower or any Subsidiary or, to the best of Borrower's knowledge,
threatened against Borrower or any Subsidiary and (iii) no union
representation petition existing with respect to the employees of and of
them and no union organizing activities are taking place, except with
respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate, such as is not reasonably likely to have
a Material Adverse Effect.

         6.18  EXISTING INDEBTEDNESS  ANNEX VII hereto sets forth a true and
complete list of all Indebtedness of Borrower and each Subsidiary with a
principal amount in excess of $10,000 on the Original Effectiveness Date and
which is to remain outstanding thereafter, excluding (i) the Loans and the
Letters of Credit, (ii) Indebtedness represented by the Senior Secured Notes,
(iii) Existing L/C Facility Indebtedness and (iv) Indebtedness permitted
under Sections 8.03(d) and (e) (the "EXISTING INDEBTEDNESS"), in each case
showing the aggregate principal amount thereof and the name of the respective
borrower (or issuer) and any other entity which directly or indirectly
guaranteed such debt.

         6.19  RIG CLASSIFICATION  Each offshore drilling rig owned or leased
by Borrower or any Subsidiary (other than any offshore drilling rig which is
under construction or is in the process of being upgraded) is classified in
the highest class available for rigs of its age and type with the American
Bureau of Shipping, Inc. or another internationally recognized classification
society acceptable to the Administrative Agent ("IN CLASS"), free of any
requirements or recommendations, other than such requirements or
recommendations which if not cured by the owner thereof would not reasonably
be likely to have, individually or in the aggregate, a Material Adverse
Effect.

         6.20  INSURANCE  Borrower and each Subsidiary has insured its
properties and assets against such risks and in such amounts as are customary
for companies engaged in similar businesses.

         SECTION 7.  AFFIRMATIVE COVENANTS  Borrower covenants and  agrees
that on the Original Effectiveness Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters
of Credit or Notes are outstanding and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder
or under any other Credit Document, are paid in full:

         7.01  INFORMATION COVENANTS  Borrower will furnish to each Bank:

               (a)  ANNUAL FINANCIAL STATEMENTS.  Within 95 days after the
               close of fiscal year 1996 and each other fiscal year of Borrower
               occurring after the Original Effectiveness Date, the consolidated
               balance sheet of Borrower and the Subsidiaries as at the end of
               such fiscal year, and the related consolidated statements of
               operations and stockholders' equity and cash flows for such
               fiscal year, in each case setting forth comparative
               consolidated figures for the preceding fiscal year, and
               examined by independent certified public accountants
               of recognized national standing whose opinion shall not be
               qualified as to the scope of audit and as to the status of
               Borrower and the Subsidiaries as a going concern.

               (b)  QUARTERLY FINANCIAL STATEMENTS.  As soon as available
               and in any event within 60 days after the close of each of the
               first three quarterly accounting periods in fiscal 1997 and
               each fiscal year occurring after the Original Effectiveness
               Date, the consolidated balance sheet of Borrower and the
               Subsidiaries as at the end of such quarterly period, and the
               related consolidated statements of operations and, if
               included in Borrower's reports filed with the SEC pursuant
               to the Exchange Act, stockholders' equity for such quarterly
               period and for the elapsed portion of the fiscal year ended
               with the last day of such quarterly period, and the consolidated
               statement of cash flows for the elapsed portion of the fiscal
               year ended with the last day of such quarterly period, and in
               each case setting forth comparative consolidated figures for
               the related period in the prior fiscal year, except with
               respect to the consolidated balance sheet, which shall be as
               of the end of the prior fiscal year, all of which shall be
               certified by the chief financial officer or controller of
               Borrower as fairly presenting in all material respects
               the financial conditions and results of operations of Borrower
               and the Subsidiaries in accordance with GAAP, subject to changes
               resulting from audit and normal year-end audit adjustments and
               the exclusion of detailed footnotes.

               (c) RIG STATUS REPORT.  As soon as available and in any event
               within 60 days after the close of each quarterly accounting
               period occurring after the Original Effectiveness Date, a
               report detailing (i) as of such quarter end (A) location of
               each Fleet Rig owned or leased by Borrower or any Subsidiary,
               and (B) term of, and parties to, any contract pertaining to
               any such Fleet Rig and (ii) the average day rates and
               utilization (on a class and geographic region basis) for each
               Fleet Rig for such quarter on the date of such report.

               (d)  INSURANCE SUMMARY.  At the Original Effectiveness Date and
               within 105 days after the close of each fiscal year of Borrower
               occurring after the Original Effectiveness Date, a summary of
               insurance carried by Borrower and each Subsidiary together with
               certificates of insurance and other evidence of such insurance.

               (e)  COMPLIANCE CERTIFICATE.  At the time of the delivery of
               the financial statements provided for in Sections 7.01(a) and
               (b), a certificate of Borrower signed by its chief financial
               officer, controller or other Authorized Officer in the form of
               EXHIBIT H hereto to the effect that no Default or Event of
               Default exists or, if any Default or Event of Default does
               exist, specifying the nature and extent thereof, which
               certificate shall set forth the calculations required to
               establish whether Borrower and the Subsidiaries were in
               compliance with the provisions of Section 8 as at the end of
               such fiscal period or year, as the case may be.

               (f)  NOTICE OF DEFAULT OR LITIGATION.  Promptly, and in any
               event within (x) five Business Days after an executive officer
               of Borrower obtains knowledge thereof, notice of the
               occurrence of any event which constitutes a Default or Event
               of Default which notice shall specify the nature thereof, the
               period of existence thereof and what action Borrower proposes
               to take with respect thereto and (y) ten Business Days after
               an executive officer of Borrower obtains knowledge thereof,
               notice of the commencement of or any significant development
               in any litigation or governmental proceeding pending against
               Borrower or any Subsidiary (other than to the extent that
               disclosure of the details thereof would, in the opinion of
               counsel to Borrower, compromise attorney-client privilege)
               (i) which is reasonably likely to have a Material Adverse
               Effect or (ii) which is reasonably likely to have a material
               adverse effect on the ability of the Credit Parties, taken as
               a whole, to perform their obligations under the Credit
               Documents.

               (g)  AUDITORS' REPORTS.  Promptly upon receipt thereof, a copy
               of each formal report or "management letter" submitted to
               Borrower by its independent accountants in connection with
               any annual, interim or special audit made by it of the books
               of Borrower.

               (h)  SEC REPORTS.  Promptly upon transmission thereof, copies
               of any material filings and registrations with, and reports to,
               the SEC by Borrower or any Subsidiary (other than
               registrations on Form S-8 under the Securities Act,
               registrations of equity securities pursuant to Rule 415 under
               the Securities Act which do not involve an underwritten public
               offering and reports on Form 11-K or pursuant to Section 16(a)
               under the Exchange Act) and copies of all financial
               statements, proxy statements, notices and reports as Borrower or
               any Subsidiary shall generally send to analysts or all holders
               of their Capital Stock in their capacity as such holders (in
               each case to the extent not theretofore delivered to the Banks
               pursuant to this Agreement).

               (i)  OTHER INFORMATION.  From time to time, such other
               information or documents (financial or otherwise) as the
               Administrative Agent or any Bank may reasonably request.

         7.02  BOOKS, RECORDS AND INSPECTIONS  Borrower will, and will
cause each Subsidiary to, keep books of records and accounts in which entries
will be made of all its business transactions to enable Borrower to prepare
financial statements in accordance with GAAP, and will reflect in its
financial statements adequate accruals and appropriations to reserves, all in
accordance with GAAP.  Borrower will, and will cause each Subsidiary to,
permit, upon reasonable notice to the chief financial officer, controller or
any other Authorized Officer of Borrower, officers and designated
representatives of the Administrative Agent or any Bank (at the expense of
Borrower if after an Event of Default) to visit and inspect any of the
properties or assets of Borrower or any Subsidiary, and to examine the books of
account of Borrower or any Subsidiary and discuss the affairs, finances and
accounts of Borrower or of any Subsidiary with, and be advised as to the same
by, its and their officers and independent accountants, all at such
reasonable times and intervals as the Administrative Agent or any Bank may
desire.

         7.03  MAINTENANCE OF INSURANCE  Borrower will, and will cause each
Subsidiary to, at all times maintain in full force and effect insurance in
such amounts and of such types with such financially sound and reputable
insurers covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice for
similarly situated insureds and which are reasonably satisfactory to the
Administrative Agent.

         7.04  PAYMENT OF TAXES  Borrower will pay and discharge, and will
cause each Subsidiary to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits,
or upon any properties belonging to it, prior to the date on which penalties
attach thereto, and all lawful claims which, if unpaid, might become a Lien
or charge upon any properties of Borrower or any Subsidiary; PROVIDED,
HOWEVER, that neither Borrower nor any Subsidiary shall be required to pay
any such tax, assessment, charge, levy or claim which is being contested in
good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with GAAP or which if unpaid would not
reasonably be likely to have a Material Adverse Effect.

         7.05  CONSOLIDATED CORPORATE FRANCHISES  Borrower will do, and will
cause each Subsidiary to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, material rights and
authority, unless the failure to do so would not have a Material Adverse
Effect; PROVIDED, HOWEVER, that any transaction permitted by  Section 8.02
will not constitute a breach of this Section 7.05.

         7.06  COMPLIANCE WITH STATUTES, ETC.  Borrower will, and will cause
each Subsidiary to, comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, including without limitation all Environmental
Laws and ERISA and the rules and regulations thereunder, other than those
the non-compliance with which is not, individually or in the aggregate,
reasonably likely to have a Material Adverse Effect or is not, individually
or in the aggregate, reasonably likely to have a material adverse effect on
the ability of the Credit Parties, taken as a whole, to perform their
obligations under the Credit Documents.

         7.07  GOOD REPAIR  Borrower will, and will cause each Subsidiary to,
keep its properties and equipment used or useful in its business, in
whomsoever's possession they may be, in good repair, working order and
condition, normal wear and tear excepted, and, subject to Section 8.02 and
the occurrence of a force majeure, see that from time to time there are made
in such properties and equipment all needful and proper repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto,
(i) to the extent and in the manner useful or customary for companies in
similar businesses and (ii) to the extent where the failure to do so is,
individually or in the aggregate, reasonably likely to have a Material Adverse
Effect.  For purposes of this Section 7.07, any Fleet Rig shall be deemed to
be in good repair, working order and condition if such Fleet Rig is In Class.

         7.08  END OF FISCAL YEARS; FISCAL QUARTERS  Borrower will, and will
cause each Subsidiary to, for financial reporting purposes, have (i) each of
its fiscal years to end on December 31 of each year and (ii) each of its
fiscal quarters to end on March 31, June 30, September 30 and December 31 of
each year.

         7.09  USE OF PROCEEDS  All proceeds of the Loans shall be used as
provided in Section 6.05.

         7.10  RIG VALUATIONS  From and after January 1, 1998, at any time,
but no more frequently than twice during any twelve month period, Borrower,
at the request of the Administrative Agent or the Required Banks, will
obtain an updated appraisal of the Fleet Rigs from an Approved Shipbroker,
substantially in the form of the reports delivered pursuant to Section 5.13,
confirming compliance with Section 8.11.

         7.11  ADDITIONAL GUARANTORS  In the event that (a) at any date (the
"APPLICABLE DATE") the book value of the assets of any Wholly-Owned Domestic
Subsidiary (other than an Unrestricted Subsidiary), whether formed or
acquired before or after the Original Effectiveness Date and whether or not
existing on the Original Effectiveness Date, constitutes more than 5% of the
combined book value at such date of the assets of Borrower and the
Subsidiaries (other than Unrestricted Subsidiaries), (b) on any date any
Subsidiary (other than an Unrestricted Subsidiary) shall guarantee any
Indebtedness of Borrower or any Subsidiary or (c) any Wholly-Owned Domestic
Subsidiary acquires any Fleet Rig owned or leased by Borrower or any
Subsidiary on the Original Effectiveness Date, Borrower shall cause each such
Subsidiary (unless already a Guarantor) (i) in the case of (a) above, within
50 days after the end of the fiscal quarter in which such Applicable Date
occurs; PROVIDED, HOWEVER, that if on any Applicable Date the book value of
the assets of any Wholly-Owned Domestic Subsidiary (excluding Investments in
Borrower or any Subsidiary other than an Unrestricted Subsidiary) constitutes
more than 20% of the combined book value at such date of the assets of
Borrower and the Subsidiaries (other than any Unrestricted Subsidiary) then
within 10 days of the first date on which such 20% threshold is met, (ii) in
the case of (b) above, within five Business Days and (iii) in the case of (c)
above, within five Business Days of the first date on which any such Wholly-
Owned Subsidiary acquires any such Fleet Rig, to execute and deliver to the
Administrative Agent a counterpart of the Guaranty; PROVIDED, HOWEVER, that no
Unrestricted Subsidiary shall be required to be a Guarantor unless it is a
guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of
an Unrestricted Subsidiary); PROVIDED, FURTHER, HOWEVER, that (i) in the
event that all of the Capital Stock of any Guarantor owned by Borrower or any
Subsidiary is sold or otherwise disposed of or liquidated in compliance with
the requirements of Section 8.02 hereof (whether in a single transaction or in
a series of related transactions and whether by merger, consolidation or
otherwise) (or such sale or other disposition has been approved in writing by
the Required Banks (or all Banks if required by Section 12.12)), other than
any such sale, disposition or liquidation to Borrower or any Subsidiary,
such Guarantor shall be released from the Guaranty and the Guaranty shall, as
to such Guarantor, terminate, and have no further force or effect (it being
understood and agreed that the sale of any Person that owns, directly or
indirectly, the Capital Stock of any Guarantor shall be deemed to be a sale
of such Guarantor) and (ii) in the event that any Guarantor shall be
designated an Unrestricted Subsidiary  pursuant to and in accordance with
Section 8.05(b) hereof, then such Guarantor (unless it is a guarantor of any
Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted
Subsidiary)) shall be released from the Guaranty and the Guaranty shall, as
to such Guarantor, terminate, and have no further force or effect.  The
Administrative Agent and each Bank agree that Borrower may, on behalf of any
Subsidiary released from the Guaranty, require the Administrative Agent, at
the expense of Borrower, to execute and deliver to Borrower, for the benefit
of any Person, a written release, disclaimer, termination or quitclaim, and
such other release documents as Borrower may reasonably request to evidence
such termination, and each Bank authorizes the Administrative Agent to execute
and deliver such release, disclaimer, termination and other documents on behalf
of such Bank without any further action by any Bank.  For avoidance of doubt,
the Subsidiaries' undertakings under the Indenture or the Security Documents,
each as in effect on the Original Effectiveness Date, shall not for purposes
of this Section 7.11 constitute a guarantee of Indebtedness of Borrower or
any Subsidiary.

         7.12  ERISA  As soon as possible and, in any event, within 10 days
after Borrower, any Subsidiary or any member of the ERISA Group knows or has
reason to know that any member of the ERISA Group (i) gives or is required to
give notice to the PBGC of any "reportable event" (as defined in Section 4043
of ERISA) with respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give  notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or  has been terminated, a copy of
such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability  (other than for premiums under Section
4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a
copy of such notice;  (iv) applies for a waiver of the minimum funding
standard under Section 412 of the Code, a copy of such application; (v) gives
notice of intent toterminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Code, Borrower will deliver to
each of the Banks a certificate of the chief financial officer of Borrower
setting forth details as to such occurrence and the action, if any, that
Borrower, such Subsidiary or such member of the ERISA Group is required or
proposes to take, together with any notices required or proposed to be given
to or filed with or by Borrower, such Subsidiary, the member of the ERISA
Group, a plan participant or the plan administrator.  Upon written request
Borrower will deliver to each of the Banks a complete copy of the annual
report (Form 5500) of each Plan (as defined in Section 3(2) of ERISA)
(including, to the extent required, the related financial statements and
opinions and other supporting statements, certifications, schedules and
information) required to be filed with the Internal Revenue Service, if any.

         7.13  PERFORMANCE OF OBLIGATIONS  Borrower will, and will cause each
Subsidiary (other than an Unrestricted Subsidiary) to, perform in all material
respects all of its obligations under the terms of each mortgage, indenture,
security agreement, other debt instrument and material contract by which it
is bound or to which it is a party (including, without limitation, the
Indenture and the Security Documents), except where such nonperformance is
not, individually or in the aggregate, reasonably likely to have a Material
Adverse Effect.

         SECTION 8.  NEGATIVE COVENANTS  Borrower covenants and agrees that
as of the Original Effectiveness Date and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters
of Credit or Notes are outstanding and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder or
under any other Credit Document, are paid in full.
 
        8.01  CHANGES IN BUSINESS  Borrower shall not, and shall not permit
any Subsidiary (other than an Unrestricted Subsidiary) to, materially alter the
character of the business of Borrower and the Subsidiaries taken as a whole
from that conducted at the Original Effectiveness Date (including any
material expansion outside of the offshore contract drilling and production
services, drilling management services and oil and gas exploration and
production businesses); PROVIDED, HOWEVER, that this Section 8.01 shall not
restrict the making of any Investment expressly permitted by Section 8.05.

         8.02  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.  Borrower shall
not, and shall not permit any Subsidiary (other than an Unrestricted
Subsidiary) to, directly or indirectly, wind up, liquidate or dissolve its
affairs, or enter into any transaction of merger or consolidation, sell or
otherwise dispose of all or any part of its property or assets (other than
inventory or worn-out or obsolete equipment in the ordinary course of
business) or agree (unless such agreement is conditioned upon a waiver of
this provision by the Banks hereunder) to do any of the foregoing at any
future time, except that each of the following shall be permitted:

         (a)  (i) any Subsidiary may be merged or consolidated with or
         into, or be liquidated or dissolved into, Borrower (so long as
         Borrower is the surviving corporation) or any other Person (other
         than an Unrestricted Subsidiary) so long as a Subsidiary (other
         than an Unrestricted Subsidiary) is the surviving Person and (ii) all
         or any part of the business, properties and assets of any Subsidiary
         may be conveyed, leased, sold or transferred to Borrower or any
         Subsidiary (other than an Unrestricted Subsidiary); PROVIDED,
         HOWEVER, that if any such transaction involves a Guarantor and any
         other Subsidiary and the surviving or transferee Person is not a
         Guarantor (unless such surviving or transferee Person is Borrower)
         then immediately after such transaction Borrower shall cause such
         surviving or transferee Person to execute and deliver a counterpart
         to the Guaranty;

         (b)  Restricted Payments permitted pursuant to Section 8.05 and
         any bare boat charter permitted by Section 8.08; and

         (c)  any sale or disposition of assets; PROVIDED, HOWEVER, that
         (x) (A) the Total Commitment shall be reduced to the extent and when
         required by Section 3.03(b) and (B) all proceeds thereof shall be
         used without violating the provisions of Section 8.01 and (y) each
         such sale or disposition shall be in an amount at least equal to the
         fair market value thereof (as determined by the Board of Directors of
         Borrower in the case of sales or dispositions in excess of $10.0
         million).

         8.03  INDEBTEDNESS  Borrower shall not, and shall not permit any
Subsidiary to, directly or indirectly, contract, create, incur, assume or
suffer to exist any Indebtedness, except:

               (a)  Indebtedness incurred pursuant to the Credit Documents;

               (b)  Indebtedness in an aggregate principal amount not
               exceeding $225.0 million represented by the Senior Secured
               Notes, and any refinancing, extension, renewal, rearrangement
               or replacement of all, but not less than all, of such
               Indebtedness pursuant to an offering of debt securities of
               Borrower (which may be guaranteed by the Guarantors on terms
               no more favorable to the holders of such debt securities than
               the Guaranty) which (i) are not in an aggregate principal
               amount in excess of the sum of the aggregate principal
               amount of the Senior Secured Notes then outstanding, PLUS any
               premium required by the terms of the Senior Secured Notes or
               reasonably incurred to refinance the Senior Secured Notes,
               PLUS expenses, discounts and commissions related to such
               offering; (ii) are unsecured; (iii) do not have a maturity or
               any mandatory sinking fund or retirement requirements prior
               to the Maturity Date; and (iv) do not have covenants or events
               of default less favorable to Borrower or any Subsidiary than
               the Senior Secured Notes as in effect on the Original
               Effectiveness Date;

               (c)  Existing Indebtedness and other Indebtedness existing on
               the Original Effectiveness Date with a principal amount not
               exceeding $10,000;

               (d)  intercompany Indebtedness between Borrower and any
               Subsidiary (other than any Unrestricted Subsidiary) or between
               Subsidiaries (other than Indebtedness owing from any Subsidiary
               which is not an Unrestricted Subsidiary to any Unrestricted
               Subsidiary) so long as such Indebtedness is held by Borrower or
               any Subsidiary (other than an Unrestricted Subsidiary);

               (e)  Non-Recourse Indebtedness of any Unrestricted Subsidiary;
               and

               (f)  Existing L/C Facility Indebtedness and other Indebtedness
               in an aggregate principal amount not to exceed, when aggregated
               with the Existing L/C Facility Indebtedness, $10.0 million at
               any time outstanding.

         8.04  LIENS  Borrower shall not, and shall not permit any
Subsidiary to, directly or indirectly, create, incur, assume or suffer to
exist any Lien upon or with respect to any property or assets (real or
personal, tangible or intangible) of Borrower or any Subsidiary, whether now
owned or hereafter acquired, or sell any such property or assets subject to
an understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable or notes with
recourse to Borrower or any Subsidiary) or assign any right to receive
income, or file or permit the filing of any financing statement under the
UCC or any other similar notice of Lien under any similar recording or notice
statute, except:
 
               (a)  Liens for taxes not yet due or Liens for taxes being
               contested in good faith and by appropriate proceedings for which
               adequate reserves (as may be required by GAAP) have been
               established;

               (b)  Liens imposed by law which were incurred in the ordinary
               course of business, such as carriers', warehousemen's and
               mechanics' Liens, statutory landlord's Liens, maritime Liens,
               drilling contracts and other similar Liens arising in the
               ordinary course of business,and (x) which do not in the
               aggregate materially detract from the value of Borrower's or any
               Subsidiary's property or assets or materially impair the use 
               thereof in the operation of the business of Borrower or any
               Subsidiary or (y) which are being contested in good faith by
               appropriate proceedings (including the providing of bail), which
               proceedings have the effect of preventing the forfeiture or
               sale of the property or assets subject to such Lien or procuring
               the release of the property or assets subject to such Lien from
               arrest or detention;

               (c)  Liens created in favor of the Banks or the Administrative
               Agent on behalf of the Banks;

               (d)  Liens existing on the Original Effectiveness Date and
               listed on ANNEX VIII hereto;

               (e)  Liens arising from judgments, decrees or attachments (or
               securing of appeal bonds with respect thereto) to the extent not
               covered by insurance, the obligations in connection therewith do
               not exceed $10.0 million and otherwise in circumstances not
               constituting an Event of Default under Section 9.07;

               (f)  Liens existing on property or assets acquired by Borrower
               or any Subsidiary or on property or assets of any Person which
               becomes a Subsidiary upon such acquisition or such Person
               becoming a Subsidiary, as the case may be; PROVIDED, HOWEVER,
               that such Lien shall not extend to or cover any other property
               or assets of Borrower or any Subsidiary and such Liens were not
               incurred in connection with or in anticipation of such
               acquisition;

               (g)  any interest or title of a lessor or charterer under any
               lease permitted by this Agreement;

               (h)  Liens only on assets of Unrestricted Subsidiaries securing
               Non-Recourse Indebtedness permitted to be incurred under Section
               8.03(e); PROVIDED, HOWEVER, that such Liens do not extend to or
               cover any other property or assets of Borrower or any
               Subsidiary which is not an Unrestricted Subsidiary;

               (i)  zoning restrictions, easements, licenses, covenants,
               reservations or restrictions on the use of real property or
               minor irregularities of title incident thereto;

               (j)  Liens for crews' wages (including wages of the muster and
               the seamen to the extent provided by 46 U.S.C. Section 10317, as
               amended) or salvage (including contract salvage) and general
               average, or wages of stevedores when employed directly by a
               person listed in 46 U.S.C. Section 31341, as amended, or
               similar claims arising under laws of other jurisdictions;

               (k)  Liens to secure any extensions, renewals or refinancings
               (or successive extensions, renewals or refinancings), in whole
               or in part, of any Indebtedness secured by Liens referred to
               in the foregoing clauses (a) through (j) so long as such Lien
               does not extend to or cover any other property or assets of
               Borrower or any Subsidiary;

               (l)  Liens securing the Senior Secured Notes pursuant to the
               Indenture and the Security Documents, each as in effect on the
               Original Effectiveness Date;

               (m)  Liens permitted to be in existence pursuant to Article I,
               Section 5 of the Rig Mortgages (as defined in the Indenture as
               in effect on the Original Effectiveness Date) and any Lien
               arising as a result of any bare boat charter permitted under
               Section 8.08;

               (n)  negative pledges; and

               (o)  Liens securing Indebtedness in an aggregate amount not to
               exceed $10.0 million at any time outstanding.

         8.05  RESTRICTED PAYMENTS; DESIGNATION OF UNRESTRICTED
SUBSIDIARIES  (a)  Borrower shall not, and shall not permit any Subsidiary
(other than an Unrestricted Subsidiary) to, make any Restricted Payment,
except:

               (i) so long as no Default or Event of Default exists or would
               result therefrom, Borrower and the Subsidiaries may make
               Restricted Payments after the Original Effectiveness Date in
               an amount not to exceed in the aggregate the sum of (v)
               $100.0 million, plus (w) 50% of the excess, if any of (1) the
               aggregate Consolidated Net Income for the period beginning
               January 1, 1997 and ending on the last day of the fiscal
               quarter immediately preceding the date of such proposed
               Restricted Payment over (2) $200.0 million (or, if such
               Consolidated Net Income shall be a deficit, MINUS 100% of such
               deficit), PLUS (x) the aggregate net cash proceeds received by
               Borrower (i) either as capital contributions to Borrower after
               the Original Effectiveness Date or (ii) from the issue and
               sale (other than to any Subsidiary) of its Qualified Capital
               Stock after the Original Effectiveness Date (excluding the net
               proceeds from any issuance and sale of Qualified
               Capital Stock financed, directly or indirectly, using funds
               borrowed from Borrower or any Subsidiary until and to the
               extent such borrowing is repaid), PLUS (y) (to the extent not
               included in the computation of Consolidated Net Income) the
               amount of cash dividends or cash contributions (other than to
               pay taxes) received by Borrower from any Unrestricted
               Subsidiary after the Original Effectiveness Date, MINUS (z)
               the greater of (i) $0 and (ii) the Designation Amount (measured
               as of the date of Designation) with respect to any Subsidiary
               which has been designated as an Unrestricted Subsidiary
               pursuant to and in accordance with subparagraph (b) of this
               Section 8.05; PROVIDED, HOWEVER that (a) Borrower shall not be
               permitted to make any Restricted Payments which are Dividends
               on Borrower's Capital Stock pursuant to this clause (i) unless
               the Senior Secured Notes shall have been repaid in full and (b)
               Borrower shall not be permitted to make any Restricted Payment
               which is a Dividend on Borrower's Capital Stock pursuant to
               this clause (i) unless Excess Cash Flow for the four consecutive
               complete fiscal quarters then last ended after the Original
               Effectiveness Date immediately prior to the payment of such
               Dividend exceeds the sum of (I) all Dividends paid during the
               four consecutive complete fiscal quarters then last ended
               after the Original Effectiveness Date immediately prior to the
               payment of such Dividend, PLUS (II) the amount of such Dividend
               proposed to be paid;

               (ii) any Subsidiary may pay Dividends on its Capital Stock;

               (iii) Borrower may redeem or repurchase Capital Stock of
               Borrower (or options to purchase such Capital Stock) from
               present or former officers, employees or directors of Borrower
               or any Subsidiary (or their estates) upon the death, permanent
               disability, retirement or termination of employment of any
               such Person or otherwise in accordance with any stock option
               plan or any employee stock ownership plan of Borrower or any
               Subsidiary; PROVIDED, HOWEVER, that in all such cases (x) no
               Default or Event of Default is then in existence or
               would arise therefrom and (y) the aggregate amount of all cash
               paid in respect of all such shares so redeemed or repurchased
               in any calendar year shall not exceed $5.0 million; and

               (iv) Borrower may pay any Dividend within 60 days after the
               declaration thereof so long as Borrower would have been
               permitted to pay such Dividend on the date of the declaration
               thereof; PROVIDED, HOWEVER, that amounts paid pursuant to this
               subparagraph (iv) shall be included as Restricted Payments for
               purposes of subparagraph (i) of this Section 8.05(a).

              (b)  Borrower may designate, pursuant to written notification to
the Administrative Agent, any Subsidiary as an Unrestricted Subsidiary (a
"DESIGNATION") only if:

              (i) no Default or Event of Default shall have occurred and be
              continuing at the time of and after giving effect to such
              Designation;

              (ii) such Subsidiary does not own or have any right or
              interest in, or the right to receive income or profits from,
              any of the Fleet Rigs owned by Borrower or any Subsidiary as of
              the Original Effectiveness Date;

              (iii) so long as the Indenture shall be in effect, such
              Subsidiary is an unrestricted subsidiary under and pursuant to the
              terms of the Indenture (as in effect on the Original Effectiveness
              Date); and

              (iv) Borrower would be permitted to make an Investment (other
              than a Permitted Investment) at the time of Designation (assuming
              the effectiveness of such Designation) pursuant to subparagraph
              (a)(i) of this Section 8.05 in an amount (the "DESIGNATION
              AMOUNT") equal to Borrower's proportionate interest in the net
              worth of such Subsidiary calculated in accordance with GAAP on
              such date.

              Neither Borrower nor any Subsidiary (other than an Unrestricted
Subsidiary) shall at any time subject any of its properties or assets to any
Lien to secure, or otherwise guarantee or incur any Contingent Obligation in
respect of, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness).

              Borrower shall, and shall cause each Subsidiary to, take all
action necessary so that so long as the Indenture is in effect any Subsidiary
which has incurred Indebtedness under Section 8.03(e) hereof shall meet the
qualifications of, and be designated as, an unrestricted subsidiary pursuant
to the terms of the Indenture.  Borrower shall not, and shall not permit any
Subsidiary to, amend, modify, change or waive any provisions of the Indenture
which would result in the restrictions and limitations in this Agreement with
respect to the Unrestricted Subsidiaries being in conflict with, or resulting
in a breach of default under the Indenture.

         8.06  RESTRICTIONS ON SUBSIDIARIES  Borrower shall not, and shall
not permit any Subsidiary (other than an Unrestricted Subsidiary) to, create
or otherwise cause or suffer to exist any encumbrance or restriction which,
directly or indirectly, prohibits or otherwise restricts the ability of any
Subsidiary (other than an Unrestricted Subsidiary) to (a) pay dividends or make
other distributions or pay any Indebtedness owed to Borrower or any Subsidiary,
(b) make loans or advances to Borrower or any Subsidiary or (c) transfer any
of its properties or assets to Borrower or any Subsidiary, other than
encumbrances or restrictions existing under or by reason of:

               (a)  the Credit Documents;

               (b)  applicable law;

               (c)  customary non-assignment provisions entered into in the
               ordinary course of business and consistent with past practices;

               (d)  any restriction or encumbrance with respect to a
               Subsidiary imposed pursuant to (i) an agreement which has been
               entered into for the sale or disposition of all or substantially
               all of the Capital Stock or assets of such Subsidiary, so long
               as such sale or disposition is permitted under this Agreement
               or (ii) any bare boat charter permitted by Section 8.08;

               (e)  the Indenture and the Security Documents or any other
               encumbrance or restriction in effect on the Original
               Effectiveness Date, each as in effect on the Original
               Effectiveness Date, and any refinancing, extension or renewal
               thereof so long as such refinancing, extension or renewal is no
               more restrictive than (x) with respect to the Indenture and the
               Security Documents, this Agreement or (y) with respect to any
               other encumbrance or restriction, that existing on the Original
               Effectiveness Date;

               (f)  Permitted Liens and any documents or instruments governing
               the terms of any Indebtedness or other obligations secured by
               any such Liens; PROVIDED, HOWEVER, that such prohibitions or
               restrictions apply only to the assets subject to such Liens;

               (g)  encumbrances or restrictions on property of any Subsidiary
               which do not restrict the ability of such Subsidiary to transfer
               the property subject to such encumbrances or restrictions; and

               (h)  any encumbrances or restrictions pursuant to an agreement
               in effect on the date on which such Subsidiary was acquired by
               Borrower or any Subsidiary (provided that such encumbrance or
               restriction was not incurred in connection with or in
               contemplation of such acquisition).

         8.07  TRANSACTIONS WITH AFFILIATES  Borrower shall not, and shall
not permit any Subsidiary (other than an Unrestricted Subsidiary) to,
directly or indirectly, enter into any transaction or series of transactions
after the Original Effectiveness Date whether or not in the ordinary course
of business, with any Affiliate other than on terms and conditions
substantially as favorable to Borrower or such Subsidiary as would be
obtainable by Borrower or such Subsidiary at the time in a comparable arm's-
length transaction with a Person other than an Affiliate; PROVIDED, HOWEVER,
that the foregoing restrictions shall not apply to (i) employment
arrangements entered into in the ordinary course of business  with officers of
Borrower or any Subsidiary, (ii) customary fees paid to members of the Board
of Directors of Borrower and of any Subsidiary and (iii) all transactions (x)
between or among Borrower and one or more Wholly-Owned Subsidiaries or (y)
between or among any Wholly-Owned Subsidiary and one or more other Wholly-
Owned Subsidiaries.

         8.08  VESSEL OWNERSHIP AND MANAGEMENT (a) Borrower shall not permit
there to be less than 22 Fleet Rigs which are owned by Borrower or any
Guarantor.

               (b) Borrower shall not, and shall not permit any Subsidiary
(other than an Unrestricted Subsidiary) to, contract out the management of
any Fleet Rig owned or leased by Borrower or any Subsidiary (other than an
Unrestricted Subsidiary) on the Original Effectiveness Date other than to
Borrower or any Subsidiary which is not an Unrestricted Subsidiary, other than
the bareboat charter of up to five of such Fleet Rigs at any time in effect.

         8.09  CASH INTEREST COVERAGE RATIO  Borrower shall not permit the
ratio of (i) Consolidated EBITDA for any four consecutive complete fiscal
quarters then last ended after the Original Effectiveness Date to (ii)
Consolidated Cash Interest Expense of Borrower for such period to be less
than 3.00:1.00.  In connection with any Credit Event, such ratio shall be
calculated to give pro forma effect to the Loans or Letters of Credit to be
made and the application of the proceeds therefrom as if made and applied on
the first day of the period for which such ratio is being calculated.

         8.10  LEVERAGE RATIO  Borrower shall not permit the Leverage Ratio
at any time to be more than 3.00:1.00.  In connection with any Credit Event,
such ratio shall be calculated to give PRO FORMA effect to the Loans or
Letters of Credit to be made and the application of the proceeds therefrom
as if made and applied on the first day of the period for which such ratio is
being calculated.

         8.11  FLEET MARKET VALUE  Borrower shall not permit the aggregate
Market Value of the Fleet at any time to be less than (i) 2.5 times the sum
of (x) Consolidated Indebtedness, PLUS (y) the Available Unutilized Total
Commitment.

         8.12  NET WORTH  Borrower shall not permit Consolidated Net Worth
at any time to be less than the sum of (i) $300.0 million, PLUS (ii) an
amount (added at the end of each fiscal quarter after the Original
Effectiveness Date) equal to the greater of (x) $0 and (y) 50% of
Consolidated Net Income (without giving effect to the proviso thereto) for each
fiscal quarter after September 30, 1996 (adjusted to exclude the effect of
deferred taxes related to the existing net operating loss of Borrower and its
Subsidiaries).

         8.13  MODIFICATIONS OF CERTAIN DOCUMENTS, ETC.  Borrower shall not,
and shall not permit any Subsidiary to, directly or indirectly, consent to any
modification, supplement or waiver of any of the provisions of the Senior
Secured Notes, the Indenture or the Security Documents where the effect of
such modification, supplement or waiver would be material and adverse to the
interests of the Banks without the prior written approval of the Required
Banks.

         SECTION 9.  EVENTS OF DEFAULT  Upon the occurrence of any of the
following specified events (each an "EVENT OF DEFAULT"):

         9.01  PAYMENTS  Borrower shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall
continue for three or more Business Days, in the payment when due of any
Unpaid Drawing, any interest on the Loans or any Fees or any other amounts
owing under any Credit Document; or

         9.02  REPRESENTATIONS, ETC.  Any material representation, warranty or
statement made by any Credit Party in any Credit Document or in any statement
or certificate delivered or required to be delivered pursuant thereto shall
prove to be untrue in any material respect on the date as of which made or
deemed made; or

         9.03  COVENANTS  (a)  Borrower or any Subsidiary shall default in
the due performance or observance by it of any term, covenant or agreement
contained in Section 7.09, Section 7.11 or Section 8 or (b) any Credit Party
shall default in the due performance or observance by it of any term,
covenant or agreement (other than those referred to in Section  9.01, 9.02 or
clause (a) of this Section 9.03) contained in any Credit Document and such
default shall continue unremedied for a period of at least 30 days after
notice to Borrower by the Administrative Agent or the Required Banks; or

         9.04  DEFAULT UNDER OTHER AGREEMENTS  (a) Borrower or any Subsidiary
shall (i) default in any payment with respect to any Indebtedness (other than
the Obligations and any Non-Recourse Indebtedness permitted to be incurred
hereunder) beyond the period of grace, if any, applicable thereto or (ii)
default in the observance or performance of any agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is
to cause, or to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause, any such
Indebtedness to become due prior to its stated maturity; or (b) any
Indebtedness of Borrower or any Subsidiary (other than the Obligations and
any Non-Recourse Indebtedness permitted to be incurred hereunder) shall be
declared to be due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment, prior to the stated maturity
thereof; PROVIDED, HOWEVER, that it shall not constitute an Event of Default
pursuant to this Section 9.04 unless any such event referred to in clause
(a) or (b) occurs with respect to one or more issues of Indebtedness
aggregating at least $10.0 million or more; or

         9.05  BANKRUPTCY, ETC.  Borrower or any Subsidiary (other than an
Unrestricted Subsidiary) shall commence a voluntary case concerning itself
under Title 11 of the United States Code entitled "Bankruptcy", as now or
hereafter in effect, or any successor thereto (the"BANKRUPTCY CODE"); or an
involuntary case is commenced against Borrower or any Subsidiary (other than
an Unrestricted Subsidiary) and the petition is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of Borrower or any Subsidiary (other than an Unrestricted
Subsidiary); or Borrower or any Subsidiary  (other than an Unrestricted
Subsidiary) commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to Borrower or any Subsidiary (other than an Unrestricted
Subsidiary); or there is commenced against Borrower or any Subsidiary (other
than an Unrestricted Subsidiary) any such case or proceeding which remains
undismissed for a period of 60 days; or Borrower or any Subsidiary (other than
an Unrestricted Subsidiary) is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is
entered; or Borrower or any Subsidiary (other than an Unrestricted
Subsidiary) suffers any appointment of any custodian or the like for it or
any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or Borrower or any Subsidiary (other than an
Unrestricted Subsidiary) makes a general assignment for the benefit of
creditors; or any corporate action is taken by Borrower or any Subsidiary
(other than an Unrestricted Subsidiary) for the purpose of effecting any of the
foregoing; or

         9.06  GUARANTY  The Guaranty or any provision thereof shall cease to
be in full force and effect (otherwise than in accordance with the Credit
Documents), or any Guarantor or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm all or any portion of such Guarantor's
obligation thereunder (other than by reason of a release of such Guarantor
from the Guaranty in accordance with the terms of the Credit Documents), or
any Guarantor shall default in the observance of any term, covenant or
agreement on its part to be performed or observed pursuant thereto and such
default (other than any default arising from a failure to make any payment
thereunder) shall continue unremedied for a period of at least 30 days after
notice to Borrower by the Administrative Agent or the Required Banks; or

         9.07  JUDGMENTS  One or more judgments or decrees shall be entered
against Borrower or any Subsidiary involving a liability of $10.0 million or
more in the aggregate (not paid or to the extent not covered by insurance)
and any such judgments or decrees shall not have been vacated, discharged or
stayed or bonded pending appeal within 60 days from the entry thereof; or

         9.08  CHANGE OF CONTROL  There shall have occurred a Change of
Control; or

         9.09  EMPLOYEE BENEFIT PLANS  Any member of the ERISA Group shall
fail to pay when due an amount or amounts aggregating in excess of $10.0
million which it shall have become liable to pay under Title IV of ERISA;
or notice of intent to terminate a Plan shall be filed under Section 4041(c)
of ERISA by an member of the ERISA Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate, to impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or to cause a trustee to be
appointed to administer any Plan; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any
Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which could
reasonably be expected to cause one or more members of the ERISA Group to
incur a payment obligation in excess of $10.0 million;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Administrative Agent shall, upon the
written request of the Required Banks, by written notice to Borrower, take
any or all of the following actions, without prejudice to the rights of the
Administrative Agent or any Bank to enforce its claims against Borrower,
except as otherwise specifically provided for in this Agreement (PROVIDED,
HOWEVER, that, if an Event of Default specified in Section 9.05 shall occur
with respect to Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such  notice):
(i) declare the Total Commitment and the obligation of each Bank to increase
its Commitment if the Upsize Date were to occur terminated, whereupon the
Commitment of each Bank and such obligation to increase its Commitment if
the Upsize Date were to occur shall forthwith terminate immediately and any
Commitment Commission shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued
interest in respect of all Loans and all obligations owing hereunder
(including Unpaid Drawings) and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by Borrower; (iii)
terminate any Letter of Credit which may be terminated in accordance with its
terms; (iv) direct Borrower to pay (and Borrower hereby agrees upon receipt
of such notice, or upon the occurrence of any Event of Default specified in
Section 9.05 in respect of Borrower, it will pay) to the Administrative
Agent at the Payment Office such additional amounts of cash, to be held as
security for Borrower's reimbursement obligations in respect of Letters of
Credit then outstanding equal to the aggregate Stated Amount of all Letters
of Credit then outstanding; and (v) apply any amounts held as cash
collateral pursuant to Section 4.02 or this Section 9 to repay Obligations.

         SECTION 10.  DEFINITIONS  As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the
plural and in the plural the singular:

         "ADJUSTED COMMITMENT" for each Non-Defaulting Bank shall mean at any
time the product of such Bank's Adjusted Percentage and the Adjusted Total
Commitment.

         "ADJUSTED PERCENTAGE" shall mean (x) at a time when no Bank Default
exists, for each Bank such Bank's Percentage and (y) at a time when a Bank
Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for
each Bank that is a Non-Defaulting Bank, the percentage determined by
dividing such Bank's Commitment at such time by the Adjusted Total Commitment
at such time, it being understood that all references herein to Commitments
and the Adjusted Total Commitment at a time when the Total Commitment or
Adjusted Total Commitment, as the case may be, has been terminated shall be
references to the Commitments or Adjusted Total Commitment, as the case may
be, in effect immediately prior to such termination; PROVIDED, HOWEVER, that
(A) no Bank's Adjusted Percentage shall change upon the occurrence of a Bank
Default from that in effect immediately prior to such Bank Default if, after
giving effect to such Bank Default and any repayment of Loans at such time
pursuant to Section 4.02(A)(a) or otherwise, the sum of (i) the aggregate
outstanding principal amount of Loans of all Non-Defaulting Banks plus (ii)
the Letter of Credit Outstandings, exceeds the Adjusted Total Commitment;
(B) the changes to the Adjusted Percentage that would have become effective
upon the occurrence of a Bank Default but that did not become effective as
a result of the preceding clause (A) shall become effective on the first date
after the occurrence of the relevant Bank Default on which the sum of (i) the
aggregate outstanding principal amount of the Loans of all Non-Defaulting
Banks plus (ii) the Letter of Credit Outstandings is equal to or less than
the Adjusted Total Commitment; and (C) if (i) a Non-Defaulting Bank's Adjusted
Percentage is changed pursuant to the preceding clause (B) and (ii) any
repayment of such Bank's Loans, or of Unpaid Drawings with respect to Letters
of Credit, that were made during the period commencing after the date of the
relevant Bank Default and ending on the date of such change to its Adjusted
Percentage must be returned to Borrower as a preferential or similar payment
in any bankruptcy or similar proceeding of Borrower, then the change to such
Non-Defaulting Bank's Adjusted Percentage effected pursuant to said clause
(B) shall be reduced to that positive change, if any, as would have been made
to its Adjusted Percentage if (x) such repayments had not been made and (y)
the maximum change to its Adjusted Percentage would have resulted in the sum
of the outstanding principal of Loans made by such Bank plus such Bank's new
Adjusted Percentage of the outstanding principal amount of Letter of Credit
Outstandings equaling suchBank's Commitment at such time.

         "ADJUSTED TOTAL COMMITMENT" shall mean at any time the Total
Commitment less the aggregate Commitments of all Defaulting Banks.

         "ADMINISTRATIVE AGENT" see the first paragraph of this Agreement and
shall include any successor to the Administrative Agent appointed pursuant to
Section 11.09.

         "AFFECTED EURODOLLAR LOAN" see Section 4.02(B).

         "AFFILIATE" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or
indirect common control with such Person.  A Person shall be deemed to
control a corporation if such Person possesses, directly or indirectly, the
power (i) to vote 10% or more of the securities having ordinary voting power
for the election of directors of such corporation or (ii) to direct or cause
the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.

         "AGREEMENT" shall mean this Amended and Restated Credit Agreement, as
the same may be from time to time further modified, amended and/or
supplemented.

         "AGENTS" see the first paragraph of this Agreement.

         "AMENDED AND RESTATED EFFECTIVENESS DATE" see Section 12.10.

         "APPLICABLE BASE RATE MARGIN" shall be equal to the percentage PER
ANNUM set forth below opposite Borrower's applicable Leverage Ratio, as
calculated for the last day of the fiscal quarter last ended; PROVIDED,
HOWEVER, that, in the event a change in the Applicable Base Rate Margin is
to be made, such change shall not become effective until the date on which
the Administrative Agent receives written notice from Borrower indicating
that such change is warranted:
         
    
  
      
           LEVERAGE RATIO                          APPLICABLE BASE
                                                     RATE MARGIN
      
           Less than or equal to
           1.40:1.00                                    0.00%
           Greater than 1.40:1.00                       0.25%
 

         "APPLICABLE COMMITMENT COMMISSION PERCENTAGE" shall be 1/4 of
1.00% per annum.

         "APPLICABLE DATE" see Section 7.11.

         "APPLICABLE EURODOLLAR MARGIN" shall be equal to the percentage  PER
ANNUM set forth below opposite Borrower's applicable Leverage Ratio, as
calculated for the last day of the fiscal quarter last ended; PROVIDED,
HOWEVER, that, in the event a change in the Applicable Eurodollar Margin is
to be made, such change shall not become effective until the date on which
the Administrative Agent receives written notice from Borrower indicating that
such change is warranted:


                                                       APPLICABLE
              LEVERAGE RATIO                        EURODOLLAR MARGIN
      
           Less than 0.90:1.00                            0.75%

           Greater than or equal to
           0.90:1.00 and less than or
           equal to 1.40:1.00                             1.00%

           Greater than 1.40:1.00                         1.25%
      
         
         "APPROVED BANK" see the definition of "Cash Equivalents."

         "APPROVED COMPANY" see the definition of "Cash Equivalents."

         "APPROVED SHIPBROKER" shall mean each of the international,
independent, sale-and-purchase Shipbrokers listed on ANNEX IX hereto, as
such Annex may be revised from time to time at the request of the Required
Banks with the consent of Borrower, which consent shall not be unreasonably
withheld or delayed.

         "ASSET DISPOSITION" shall mean the sale, transfer or other disposition
(including by merger or consolidation or sale-leaseback) occurring after the
Original Effectiveness Date by Borrower or any Subsidiary to any Person other
than Borrower or any Wholly-Owned Subsidiary of any asset (including the
Capital Stock of any Subsidiary) of Borrower or such Subsidiary, except
sales, transfers or other dispositions in the ordinary course of business of
inventory and/or obsolete or worn-out equipment or Cash Equivalents;
PROVIDED, HOWEVER, that for purposes of Section 3.03(b)(i), (i) no sale,
transfer or other disposition of assets of Borrower or any Subsidiary shall
be deemed an Asset Disposition to the extent (but only to the extent) that the
Cash Proceeds therefrom when added to the Cash Proceeds from all other sales,
transfer or other dispositions of assets since the Original Effectiveness
Date that would otherwise constitute an Asset Disposition are not in excess
of $50.0 million and (ii) any bare boat charter permitted by Section 8.08
shall not be considered anAsset Disposition.

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the Assignment and
Assumption Agreement substantially in the form of EXHIBIT I hereto
(appropriately completed).

         "AUTHORIZED OFFICER" shall mean any senior officer of Borrower
designated as such in writing to the Administrative Agent by Borrower.

         "AVAILABLE UNUTILIZED COMMITMENT" for each Bank, shall mean the
excess of (i) the Commitment of such Bank over (ii) the sum of (x) the
aggregate outstanding principal amount of Loans made by such Bank plus (y)
an amount equal to such Bank's Adjusted Percentage of the Letter of Credit
Outstandings at such time.

         "AVAILABLE UNUTILIZED TOTAL COMMITMENT" shall mean the excess of (i)
the Total Commitment over (ii) the sum of (x) the aggregate outstanding
principal amount of Loans plus (y) the Letter of Credit Outstandings at such
time.

         "BANK" see the first paragraph of this Agreement.

         "BANK DEFAULT" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any incurrence of
Loans or to fund its portion of any unreimbursed payment under Section
2.05(c) or (ii) a Bank having notified the Administrative Agent and/or
Borrower that it does not intend to comply with the obligations under Section
1.01 or under Section 2.05(c), in the case of either (i) or (ii) as a result
of the appointment of a receiver or conservator with respect to such Bank at
the direction or request of any regulatory agency or authority.

         "BANKRUPTCY CODE" see Section 9.05.

         "BASE RATE" at any time shall mean the higher of (i) the rate which
is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime
Lending Rate.

         "BASE RATE LOAN" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

         "BENEFIT ARRANGEMENT" shall mean at any time an employee benefit plan
with the meaning of Section 3(3) of ERISA which is not a Planor a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

         "BORROWER" see the first paragraph of this Agreement.

         "BORROWING" shall mean the incurrence of one Type of Loan pursuant to
the Facility by Borrower from all of the Banks with respect to such Facility
on a pro rata basis on a given date (or resulting from conversions on a given
date), having in the case of Eurodollar Loans the same Interest Period;
PROVIDED, HOWEVER, that Base Rate Loans incurred pursuant to Section 1.10(b)
shall be considered part of any related Borrowing of Eurodollar Loans.

        "BTCo" shall mean Bankers Trust Company.

         "BUSINESS DAY" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which
shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close
and (ii) with respect to all notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans, any day which is
a Business Day described in clause (i) and which is also a day for trading by
and between banks in U.S. dollar deposits in the interbank Eurodollar market
in London.

         "CAPITAL EXPENDITURES" shall mean, with respect to any Person,
without duplication, all expenditures by such Person which should be
capitalized in accordance with GAAP, including, without duplication, all
such expenditures with respect to fixed or capital assets (including,
without limitation, expenditures for maintenance and repairs which should
be capitalized in accordance with GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person.

         "CAPITAL LEASE" as applied to any Person shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which,
in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.

         "CAPITAL STOCK" shall mean any and all shares, interests, rights to
purchase, warrants, options, participants or other equivalents of or
interests in (however designated) corporate stock or other equity
participations, including partnership interests, whether general or limited,
including any Preferred Stock.

         "CAPITALIZED LEASE OBLIGATIONS" shall mean all obligations  under
Capital Leases of Borrower or any Subsidiary (other than an Unrestricted
Subsidiary) in each case taken at the amount thereof accounted for as
liabilities in accordance with GAAP.

         "CASH EQUIVALENTS" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED that the full faith and credit of the
United States of America is pledged in support thereof) having maturities of
not more than one year from the date of acquisition, (ii) U.S. dollar
denominated time deposits, certificates of deposit and bankers' acceptances
of (x) any Bank, (y) any domestic commercial bank of recognized standing
having capital and surplus in excess of $500.0 million or (z) any Bank or
bank (or the parent company of such bank) whose short-term commercial paper
rating from S&P is at least A-1 or the equivalent thereof or from Moody's is
at least P-1 or the equivalent thereof (any such bank, an "APPROVED BANK"),
in each case with maturities of not more than one year from the date of
acquisition, (iii) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause
(ii) above, (iv) commercial paper issued by any Bank or Approved Bank or by
the parent company of any Bank or Approved Bank and commercial paper issued
by, or guaranteed by, any industrial or financial company with a short-term
commercial paper rating of at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody's (any such company, an
"APPROVED COMPANY"), or guaranteed by any industrial company with a long
term unsecured debt rating of at least A or A2, or the equivalent of each
thereof, from S&P or Moody's, as the case may be, and in each case maturing
within one year after the date of acquisition and (v) investments in money
market funds substantially all of whose assets are comprised of securities of
the type described in clauses (i) through (iv) above.

         "CASH PROCEEDS" shall mean, with respect to any Asset  Disposition,
the aggregate cash payments (including any cash received by way of deferred
payment pursuant to a note receivable issued in connection with such Asset
Disposition, other than the portion of such deferred payment constituting
interest, but only as and when so received) received by Borrower and/or any
Subsidiary from such Asset Disposition.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
et seq.

         "CHANGE OF CONTROL" shall mean an event or series of events by  which
(i) any person (as defined in Section 13(d)(3) of the Exchange Act) is or
becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of more than 35% of the voting power of the then
outstanding Voting Stock of Borrower; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of Borrower (together with any new or replacement
directors whose election by the Board of Directors of Borrower or whose
nomination for election by Borrower's stockholders, was approved by a vote
of at least 66-2/3% of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of Borrower then in office; or (iii)
any "Change of Control" as defined in the Indenture (so long as the
Indenture shall be in effect) shall occur.

         "CLAIMS" see the definition of "Environmental Claims."

         "CO-AGENT" see the first paragraph of this Agreement.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated and the rulings issued
thereunder.  Section references to the Code are to the Code, as in effect at
the Amended and Restated Effectiveness Date and any subsequent provisions of
the Code, amendatory thereof, supplemental thereto or substituted therefor.

         "COMMITMENT" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name in ANNEX I hereto on the Amended and Restated
Effectiveness Date (1) prior to the Upsize Date, (or if the Upsize does not
occur) directly below the column entitled "Commitment Prior to Upsize Date,"
and (2) on and after the Upsize Date, directly below the column entitled
"Commitment On and After Upsize Date," in each case (1) and (2) as the same
may be (x) reduced from time to time pursuant to Sections 3.02, 3.03 and/or
9 or (y) adjusted from time to time as a result of assignments to or from
such Bank pursuant to Section 12.04.  If the Commitments are reduced pursuant
to Sections 3.02 or 3.03 prior to the Upsize Date and the Upsize Date occurs,
then the Commitments of each Bank as reflected on ANNEX I hereto directly
across from its name under the column "Commitment On and After Upsize Date,"
on the Upsize Date shall be appropriately reduced to reflect all such
reductions on and after the Amended and Restated Effectiveness Date and
prior to the Upsize Date.
  
         "COMMITMENT COMMISSION" see Section 3.01(a).

         "CONSOLIDATED CASH INTEREST EXPENSE" shall mean, for any period, total
cash interest expense (including that attributable to Capital Leases, whether
or not the Capitalized Lease Obligations under such Capitalized Leases is
included in Indebtedness) of Borrower and the Subsidiaries (other than
Unrestricted Subsidiaries) on a consolidated basis during such period,
including, without limitation, (i) all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers' acceptance
financing during such period and (ii) all capitalized cash interest during
such period.

         "CONSOLIDATED EBIT" shall mean, for any period, (A) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) provisions for
taxes based on income,  (iii) Connsolidated Interest Expense, (iv)
amortization or write-off of deferred financing costs to the extent deducted
in determining Consolidated Net Income and (v) losses on sales of assets
(excluding sales in the ordinary course of business) and other extraordinary
losses, LESS (B) the amount for such period of gains on sales of assets
(excluding sales in the ordinary course of business) and other extraordinary
gains, all as determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED EBITDA" shall mean, for any period, the sum of the
amounts for such period of (i) Consolidated EBIT, (ii) depreciation expense
of Borrower and the Subsidiaries (other than Unrestricted Subsidiaries) and
(iii) amortization expense of Borrower and the Subsidiaries (other than
Unrestricted Subsidiaries), all as determined on a consolidated basis in
accordance with GAAP.

         "CONSOLIDATED INDEBTEDNESS" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(including the Loans) of Borrower and the Subsidiaries (other than
Unrestricted Subsidiaries) on a consolidated basis as determined in
accordance with GAAP, excluding (i) all Contingent Obligations relating to
the Indebtedness of any Person which such Indebtedness is included in the
calculation of Consolidated Indebtedness of Borrower and the Subsidiaries
(other than Unrestricted Subsidiaries) and (ii) all Capitalized Lease
Obligations under the Capitalized Lease (as in effect on the Original
Effectiveness Date) of the Glomar Explorer Fleet Rig (Official No. 547257).

         "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, total
interest expense (including that attributable to Capital Leases, whether or
not the Capitalized Lease Obligations under such Capitalized  Lease is
included in Indebtedness) of Borrower and the Subsidiaries (other than
Unrestricted Subsidiaries) in accordance with GAAP on a consolidated basis
with respect to all outstanding Indebtedness of Borrower and the Subsidiaries
(other than Unrestricted Subsidiaries), including, without limitation, all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing.

         "CONSOLIDATED NET INCOME" shall mean for any period, the net income
(or loss) of Borrower and the Subsidiaries (other than Unrestricted
Subsidiaries) on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP; PROVIDED, HOWEVER,
that there shall be excluded therefrom (i) the effect of deferred taxes,
(ii) except to the extent of the amount of cash dividends or other cash
distributions in respect of Capital Stock paid to Borrower or a Subsidiary
(other than an Unrestricted Subsidiary) by any other Person during such
period out of funds legally available therefor, the net income (or loss) of
such other Person other than a Subsidiary, (iii) except to the extent
incredible pursuant to clause (ii) hereof, the net income (or loss) of any
other Person accrued or attributable to any period prior to the date it
becomes a Subsidiary or is merged into or consolidated with Borrower or any
Subsidiary or such other Person's property or Capital Stock (or a portion
thereof) is acquired by Borrower or any Subsidiary, and (iv) the net income
of any Subsidiary which is not a Guarantor to the extent that the transfer
to Borrower or a Guarantor of that income is not at the time permitted,
directly or indirectly, by any means (including by dividend, distribution,
advance or loan or otherwise), by operation of the terms of its charter or
any agreement with a Person other than with Borrower or any Affiliate
thereof, instrument held by a Person other than by Borrower or any Affiliate
thereof, judgment, decree, order, statute, law, rule or governmental
regulations applicable to such Subsidiary or its stockholders; PROVIDED,
HOWEVER, that if at any time during the period for which Consolidated Net
Income is measured such restriction or transfer to Borrower of such income
of a Subsidiary is lifted, Consolidated Net Income shall include the net
income of such Subsidiary previously excluded.

         "CONSOLIDATED NET WORTH" shall mean, at any time, the net worth of
Borrower and the Subsidiaries (other than Unrestricted Subsidiaries) on a
consolidated basis determined in accordance with GAAP.

         "CONTINGENT OBLIGATIONS" shall mean as to any Person any obligation of
such Person guaranteeing or intending to guarantee any Indebtedness, leases,
dividends or other obligations ("PRIMARY OBLIGATIONS") of any other Person
(the "primary obligor") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii)
to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c)
to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation or (d) otherwise
to assure or hold harmless the owner of such primary obligation against loss
in respect thereof; PROVIDED, HOWEVER, that the term Contingent Obligation
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder)
as determined by such Person in good faith.

         "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, each
Guaranty, the Ratification Agreement and any document executed in connection
therewith.

         "CREDIT EVENT" shall mean and include the making of a Loan or the
issuance of a Letter of Credit.

         "CREDIT PARTY" shall mean Borrower and each Guarantor.

         "DEBT ISSUANCE" shall mean the issuance or sale by Borrower or  any
Subsidiary of any securities evidencing Indebtedness of Borrower or any
Subsidiary, other than any refinancing of the Senior Secured Notes as
permitted by Section 8.03(b).

         "DEFAULT" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "DEFAULTING BANK" shall mean any Bank with respect to which a Bank
Default is in effect.

         "DESIGNATION" see Section 8.05(b).

         "DESIGNATION AMOUNT" see Section 8.05(b).

         "DISQUALIFIED CAPITAL STOCK" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable, at the option of the
holder thereof, in whole or in part, or exchangeable into Indebtedness on or
prior to the Maturity Date.

         "DIVIDENDS" shall mean to declare or pay on the part of Borrower or
any Subsidiary any dividends (other than dividends payable solely in
Qualified Capital Stock of such Person (including pursuant to a shareholders'
rights plan)) or return any capital to, its stockholders or authorize or make
any other distribution, payment or delivery of property or cash to its
stockholders as such, or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for a consideration, any shares of any class of its
Capital Stock outstanding on the Original Effectiveness Date or thereafter
(or any warrants for or options or stock appreciation rights in respect of
any of such shares), or set aside any funds for any of the foregoing purposes,
or permit any Subsidiary to purchase or otherwise acquire for consideration
any shares of any class of the Capital Stock of Borrower or any other
Subsidiary, as the case may be, outstanding on the Original Effectiveness
Date or thereafter; PROVIDED, HOWEVER, that Dividends shall not include the
redemption of rights issued pursuant to a  shareholders' rights agreement in
an amount per right not to exceed a DE MINIMIS amount.

         "DOLLARS" shall mean freely transferable lawful money of the United
States.

         "DOMESTIC SUBSIDIARY" shall mean, as to any Person, any Subsidiary
that isincorporated under the laws of the United States of America, any State
thereof or any territory thereof.

         "ELIGIBLE TRANSFEREE" shall mean a commercial bank, financial
institution or other "accredited investor" (as defined by Regulation D of
the Securities Act).

         "ENVIRONMENTAL CLAIMS" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, investigations of Governmental
Authorities or third parties or proceedings relating in any way to any
Environmental Law or any permit issued, or any approval given, under any
such Environmental Law (hereafter, "CLAIMS"), including, without limitation,
(a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any applicable Environmental Law, and (b) any and all
Claims by any third party seeking damages, contribution,  indemnification, cost
recovery, compensation or injunctive relief resulting from Hazardous
Materials arising from alleged damage or injury or threat of injury or
damage to health, safety or the environment.

         "ENVIRONMENTAL LAW" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, guide, policy,
treaty or convention and rule of common law now or hereafter in effect and in
each case as amended and having legally binding effect on, and enforceable
against, private parties, and any judicial or administrative interpretation
thereof, including, without limitation, any judicial or administrative order,
consent decree or judgment, relating to pollution or protection of the
environment or health or safety or Release or threat of Release or treatment,
storage, transport, generation, handling or disposal of any Hazardous
Materials, including, without limitation, CERCLA; RCRA; the Deepwater Port Act,
as amended, 33 U.S.C. Section 1501 ET SEQ.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Section 1251 ET SEQ.; the Toxic Substances
Control Act, 15 U.S.C. Section  7401 ET SEQ.; the Clean Air Act, as amended,
42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C.
Section 3808 ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701
ET SEQ. and any state and local or foreign counterparts or  equivalents.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder.

         "ERISA GROUP" shall mean Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Code.

         "EURODOLLAR LOANS" shall mean each Loan bearing interest at the
rates provided in Section 1.08(b).

         "EURODOLLAR RATE" shall mean with respect to each Interest Period for
a Eurodollar Loan, (i) the offered quotation to first-class banks in the
interbank Eurodollar market by the Administrative Agent for dollar deposits
of amounts in same day funds comparable to the outstanding principal amount
of the Eurodollar Loan of the Administrative Agent for which an interest
rate is then being determined with maturities comparable to the Interest Period
to be applicable to such Eurodollar Loan, determined as of 10:00 A.M. (New
York time) on the date which is two Business Days prior to the commencement
of such Interest Period divided (and rounded upward to the next whole
multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable
to any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D).

         "EVENT OF DEFAULT" see Section 9.

         "EXCESS CASH FLOW" shall mean, for any period, the difference, if any,
of (a) the sum of the following items for Borrower and the Subsidiaries
(other than Unrestricted Subsidiaries) on a consolidated basisfor such period
determined in accordance with GAAP:  (i) consolidated net income, adjusted
by (1) adding back the non-cash portion of all extraordinary or non-recurring
items of expense and (2) deducting the non-cash portion of all extraordinary or
non-recurring items of income, in each case to the extent taken into account
in the calculation of such net income, (ii) the non-cash portion of any other
item of expense to the extent deducted in determining such net income, other
than to the extent requiring an accrual or reserve for future cash expenses,
(iii) depreciation and amortization allowances to the extent deducted in
determining such net income and (iv) net decreases in Working Capital, minus
(b) the sum of the following items for Borrower and the Subsidiaries  (other
than Unrestricted Subsidiaries) on a consolidated basis for such period:
(i) Capital Expenditures for such period, (ii) scheduled principal payments
in respect of Indebtedness (excluding (I) any principal payment effected
in connection with the refinancing of any Indebtedness and (II) any
prepayment in respect of any revolving credit facility (including the Loans)
to the extent not accompanied by a permanent reduction in commitments
thereunder), (iii) non-cash credits to the extent added in determining
such net income and (iv) net increases in Working Capital.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder.

         "EXISTING INDEBTEDNESS" see Section 6.18.

         "EXISTING INDEBTEDNESS AGREEMENTS" see Section 5.07(i).

         "EXISTING L/C FACILITY INDEBTEDNESS" shall mean Indebtedness under
(i) the Reimbursement and Security Agreement between the Company and the Bank
of Nova Scotia dated as of May 1, 1993 and (ii) the Reimbursement and
Security Agreement between the Company and First Union Bank of North Carolina
dated as of August 1, 1993.

         "FACILITY" shall mean the credit facility established under this
Agreement, evidenced by the Total Commitment.

         "FACING FEE" see Section 3.01(c).

         "FEDERAL FUNDS EFFECTIVE RATE" shall mean for any period, a
fluctuating interest rate 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 on such transactions received by the
Administrative Agent from three Federal Funds brokers of recognized standing
selected by the Administrative Agent.

         "FEES" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

         "FINANCING PROCEEDS" shall mean the cash received by Borrower or any
Subsidiary from a Debt Issuance.

         "FLEET" shall mean all Fleet Rigs taken as a whole.

         "FLEET RIGS" shall mean the Glomar Explorer (Official No. 547527) and
any offshore drilling rig or drilling vessel owned from time to time by
Borrower or any Subsidiary (other than an Unrestricted Subsidiary).

         "FOREIGN PENSION PLAN" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of Borrower
or such Subsidiaries residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement
income, a deferral of income in contemplation of retirement or payments to
be made upon termination of employment, and which plan is not subject to
ERISA.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the Original Effectiveness Date;
it being understood and agreed that determinations in accordance with GAAP
for purposes of Section 8, including defined terms as used therein, are
subject (to the extent provided therein) to Section 12.07(a).

         "GOVERNMENTAL AUTHORITY" shall mean any government or political
subdivision or any agency, authority, board, bureau, central bank,
commission, department or instrumentality of either, or any court, tribunal,
grand jury or arbitrator, in each case whether foreign or domestic, or any
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "GUARANTOR" shall mean each Subsidiary which is a party to the
Guaranty and which has not been released therefrom in accordance with the
Credit Documents.

         "GUARANTY" see Section 5.12.
 .
         "HAZARDOUS MATERIALS" shall mean any pollutant, contaminant, toxic,
hazardous, extremely hazardous or radioactive substance, constituent or
waste, or any other constituent, waste, chemical material, compound or
substance including, without limitation, petroleum including without
limitation crude oil or any fraction thereof, or any petroleum product,
subject to regulation under any Environmental Law.

         "IN CLASS" see Section 6.19.

         "INDEBTEDNESS" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase
price of assets or services which in accordance with GAAP would be shown on
the liability side of the balance sheet of such Person, (iii) the face amount
of all letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person,
whether or not such indebtedness has been assumed, (v) all Capitalized Lease
Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, I.E., take-or-pay and similar obligations, (vii) all net
obligations of such Person under Interest Rate Agreements and (viii) all
Contingent Obligations of such Person (other than Contingent Obligations
arising from the guaranty by Borrower or any Subsidiary of the obligations
of Borrower and/or any Subsidiary (other than any Unrestricted Subsidiary)
of a character described in the foregoing clauses (i) through (vii) to the
extent such guaranteed obligations are permitted under this Agreement);
PROVIDED, HOWEVER, that Indebtedness (a) shall not include obligations of
any Person (x) arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently drawn against
insufficient funds in the ordinary course of business, provided that such
obligations are extinguished within two Business Days of their incurrence
and (y) resulting from the endorsement of negotiable instruments for
collection in the ordinary course of business and consistent with past
business practices; (b) shall include the liquidation preference and any
mandatory redemption payment obligation obligations in respect of any
Disqualified Capital Stock of Borrower or any Subsidiary; (c) shall not
include obligations under performance bonds, performance guarantees, surety
bonds, appeal bonds or similar obligations,  incurred in the ordinary course
of business and on ordinary business terms; (d) shall not include
Capitalized Lease Obligations incurred in the ordinary course of business
and on ordinary business terms (other than under Capitalized Leases of
offshore drilling rigs and vessels) not exceeding $10.0 million in the
aggregate at any time outstanding; (e) shall not include trade payables and
accrued expenses, in each case arising in the ordinary course of business.

         "INDENTURE" shall mean the Indenture dated as of December 23, 1992
among Borrower and Wilmington Trust Company, as trustee, as the same may be
amended, modified or supplemented from time to time.

         "INITIAL BORROWING DATE" shall mean the date upon which the initial
Borrowing of Loans occurs.

         "INTELLECTUAL PROPERTY" see Section 6.14.

         "INTEREST PERIOD" with respect to any Loan shall mean the interest
period applicable thereto, as determined pursuant to Section 1.09.

         "INTEREST RATE AGREEMENT" shall mean any interest rate swap
agreement, any interest rate cap agreement, any interest rate collar
agreement or other similar agreement or arrangement designed to protect
Borrower or any Subsidiary against interest rate risk.

         "INVESTMENT" shall mean any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to (by means
of transfers of cash or other property or assets to others or payments for
property or services for the account or use of others, or otherwise), or
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by, any other Person.  The
amount of any Investment shall be the original cost of such Investment, PLUS
the cost of all additions thereto, and MINUS the amount of any portion of
such Investment repaid to such Person in cash as a repayment of principal
or a return of capital, as the case may be, but without any other adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment.  In determining the amount of any investment
involving a transfer of any property or asset other than cash, such property
shall be valued at its fair market value at the time of such transfer, as
determined in good faith by the board of directors (or comparable body)
of the Person making such transfer.

         "LEASEHOLD" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

         "L/C SUPPORTABLE OBLIGATIONS" shall mean such obligations of Borrower
or any Subsidiary as are not inconsistent with the policies of the Letter of
Credit Issuer determined reasonably and in good faith.

         "LETTER OF CREDIT" see Section 2.01(a).

         "LETTER OF CREDIT FEE" see Section 3.01(b).

         "LETTER OF CREDIT ISSUER" shall mean BTCo.

         "LETTER OF CREDIT OUTSTANDINGS" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

         "LETTER OF CREDIT REQUEST" see Section 2.03(a)
 .
         "LEVERAGE RATIO" shall mean, at any date of determination, the ratio
of Consolidated Indebtedness of Borrower at such date to Consolidated EBITDA
of Borrower for the four consecutive complete fiscal quarters then last ended.

         "LIEN" shall mean any mortgage, pledge, security interest, security
title, encumbrance, lien or charge of any kind (including any agreement to
give any of the foregoing, any conditional sale or other title retention
agreement or any lease in the nature thereof), in each case for the purpose,
or having the effect, of protecting a creditor against loss or securing the
payment or performance of an obligation to a creditor.

         "LOAN" see Section 1.01.

         "MANAGING AGENT" see the first paragraph of this Agreement.

         "MARGIN STOCK" shall have the meaning provided in Regulation U.

         "MARKET VALUE" shall mean as of any date of calculation the value as
of such date of any Fleet Rig or other vessel provided in the most recent
valuation report delivered in connection with Section 5.13(a)(ii) and
Section 7.10.

         "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
performance, business, properties, assets, operations, nature of assets,
liabilities, condition (financial or otherwise) or prospects of Borrower and
the Subsidiaries taken as a whole.

         "MATURITY DATE" shall mean February 15, 1999.

         "MINIMUM BORROWING AMOUNT" shall mean (i) for Loans maintained as Base
Rate Loans, $1.0 million and increments of $500,000 over such amount, and
(ii) for Loans maintained as Eurodollar Loans, $5.0 million and increments of
$1.0 million over such amount.

         "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors.

         "MULTIEMPLOYER PLAN" shall mean at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the
ERISA Group during such five year period.

         "NET CASH PROCEEDS" shall mean, with respect to any Asset Disposition,
the Cash Proceeds therefrom, MINUS, without duplication, the sum of (i)
reasonable legal, title and recording tax expenses, commissions and other
reasonable fees and expenses incurred, and all federal, state, provincial,
foreign and local taxes payable as a consequence of such Asset Disposition,
and (ii) all payment made to any Person other than Borrower or any Subsidiary
on any Indebtedness of Borrower or its Subsidiary which is secured by such
assets, in accordance with the terms of any Lien upon or with respect to such
assets, or which must by its terms, or in order to obtain a necessary consent
to such Asset Disposition, or by applicable law, be repaid out of the
proceeds from such Asset Disposition.

         "NET FINANCING PROCEEDS" shall mean the Financing Proceeds net of
underwriting discounts and commissions and direct expenses.

         "NON-DEFAULTING BANK" shall mean each Bank other than a Defaulting
Bank.

         "NON-RECOURSE INDEBTEDNESS" means any Indebtedness of any Subsidiary
(the "RELEVANT SUBSIDIARY") (a) in respect of which neither Borrower nor any
Subsidiary (other than an Unrestricted Subsidiary or the Relevant Subsidiary)
is liable or obligated in any manner including, without limitation,
liabilities or obligations constituting Indebtedness of Borrower or any
Subsidiary (other than an Unrestricted Subsidiary or the Relevant Subsidiary),
and (b) the occurrence of any event or the existence of any condition under any
agreement or instrument relating to which shall not at any time have the
effect of accelerating, or permitting the acceleration of, the maturity of
any Indebtedness of Borrower or of any Subsidiary (other than an Unrestricted
Subsidiary or the Relevant  Subsidiary) or otherwise permitting any such
Indebtedness to be declared to be due and payable, or to be required to be
prepaid, purchased or redeemed, prior to the stated maturity thereof.

         "NOTE" see Section 1.05(a).

         "NOTICE OF BORROWING" see Section 1.03.

         "NOTICE OF CONVERSION" see Section 1.06.

         "NOTICE OFFICE" shall mean the office of the Administrative Agent at
130 Liberty Street, New York, New York or such other office as the
Administrative Agent may designate to Borrower from time to time.

         "OBLIGATIONS" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent or any Bank pursuant to the terms of any Credit
Document.

         "ORIGINAL CREDIT AGREEMENT" - see the recitals hereto.

         "ORIGINAL EFFECTIVENESS DATE" - February 12, 1997 the date of
execution and delivery of the Original Credit Agreement by the parties
thereto.

         "PARTICIPANT" see Section 2.05(a).

         "PAYMENT OFFICE" shall mean the office of the Administrative Agent at
130 Liberty Street, New York, New York or such other office as the
Administrative Agent may designate to Borrower from time to time.

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

         "PERCENTAGE" shall mean for each Bank the percentage obtained by
dividing such Bank's Commitment by the Total Commitment; PROVIDED, HOWEVER,
that if the Total Commitment has been terminated, the Percentage of each
Bank shall be determined by dividing such Bank's Commitment immediately
prior to such termination by the Total Commitment immediately prior to such
termination.

         "PERMITTED INVESTMENTS" shall mean and include the following

                (a) Borrower or any Subsidiary may make Investments in cash
          and Cash Equivalents;

                (b) Borrower and any Subsidiary may acquire and hold
          receivables owing to them, if created or acquired in the ordinary
          course of business and payable or dischargeable in accordance with
          customary trade terms;

                (c) Borrower or any Subsidiary may make loans and advances (i)
          to employees in the ordinary course of business or in connection with
          employee relocation in an aggregate principal amount not to exceed
          $1.0 million at any time outstanding (without giving effect to any
          write-down or write-off thereof) and (ii) to management employees to
          finance their purchases of Qualified Capital Stock of Borrower in an
          aggregate amount not to exceed $1.0 million at any time outstanding
          (without giving effect to any write-down or write-off thereof);

                (d) Borrower or any Subsidiary may acquire and own investments
          (including debt obligations) received in connection with the
          bankruptcy or reorganization of suppliers and customers or in
          settlement of delinquent obligations of, or other disputes with,
          customers and suppliers arising in the ordinary course of business;

                 (e) Borrower may hold treasury stock received by it in
          connection with the repurchase of stock from employees pursuant to
          Section 8.05(c);

                 (f) Borrower may make contributions to an employee stock
          ownership plan provided such contributions are in Borrower's common
          stock;

                 (g) Borrower or any Subsidiary may make Investments in any
          Subsidiary (other than any Unrestricted Subsidiary) and any Person
          which, after giving effect to such investments, becomes a Subsidiary
          (other than an Unrestricted Subsidiary); PROVIDED, HOWEVER, that any
          such Investments which are loans and advances are unsecured and
          subordinated to the Obligations of such Credit Party owing to the
          Banks;

                 (h) Borrower or any Subsidiary may acquire Senior Secured
          Notes pursuant to any offer required to be made therefor pursuant to
          the Indenture as in effect on the Original Effectiveness Date;

                 (i) Borrower or any Subsidiary may make investments in Persons
          to the extent that the consideration provided by Borrower or any
          Subsidiary for such investments shall be solely the Qualified Capital
          Stock of Borrower; and

                 (j) Investments required to be made pursuant to the Purchase
          and Sale Agreement dated August 24, 1993 between Borrower and
          Transocean Drilling AS, as in effect on the Original Effectiveness
          Date.

          "PERMITTED LIENS" shall mean Liens described in Section 8.04(a)
through (o).

           "PERSON" shall mean any individual, partnership, joint venture,
limited liability company, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

           "PLAN" shall mean at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and
either (i) is maintained, or contributed to, by any member of the ERISA
Group for employees of any member of the ERISA Group or (ii) has at any time
within the preceding five years been maintained, or contributed to, by any
Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

         "PREFERRED STOCK" in any Person, means Capital Stock of any class or
classes (however designated) which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over
Capital Stock of any other class in such Person.

         "PRIME LENDING RATE" shall mean the rate which Bankers Trust Company
announces from time to time as its prime lending rate, the Prime Lending Rate
to change when and as such prime lending rate changes.  The  Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer.  Bankers Trust Company may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.

         "PROJECTIONS" see Section 5.15.

         "QUALIFIED CAPITAL STOCK" in any Person means any Capital Stock in
such Person other than any Disqualified Capital Stock.

         "RATIFICATION AGREEMENT" shall mean a Ratification Agreement
substantially in the form of Exhibit J entered into on the Amended and
Restated Effectiveness Date.

         "RATING AGENCIES" shall mean each of Moody's and S&P.

         "RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 ET SEQ.

         "REAL PROPERTY" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

         "RECOVERY EVENT" shall mean the receipt by Borrower or any Subsidiary
of any cash insurance proceeds or cash condemnation award (excluding the
proceeds of any business interruption insurance) payable (i) by reason of
theft, loss, physical destruction or damage or any other similar event with
respect to any property or asset of Borrower or any Subsidiary or (ii) by
reason of any condemnation, taking, seizing or similar event with respect to
any property or asset of Borrower or any Subsidiary.

         "REGISTER" see Section 12.16.

         "REGULATION D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof establishing reserve requirements.

         "REGULATION U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor
to all or a portion thereof establishing margin requirements.

         "RELEASE" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, leaching or migration into the
environment or into, out of or through any structure, property, pipeline,
air, soil, subsurface strata, surface water, or groundwater or wetlands.

         "REPLACED BANK" see Section 1.13.

         "REPLACEMENT BANK" see Section 1.13.

         "REQUIRED BANKS" shall mean Non-Defaulting Banks whose outstanding
Commitments (or, if after the Total Commitment has been terminated, outstanding
Loans and Adjusted Percentage of Letter of Credit Outstandings) constitute
greater than 50% of the sum of the Adjusted Total Commitment (or, if after
the Total Commitment has been terminated, the total outstanding Loans of Non-
Defaulting Banks and the aggregate Adjusted Percentages of all Non-Defaulting
Banks of the total Letter of Credit Outstandings at such time).

         "RESTRICTED PAYMENTS" shall mean any Dividend or Investment, other
than any Permitted Investment.

         "S&P" shall mean Standard & Poor's Ratings Group and its successors.

         "S&P CREDIT RATING" shall mean the rating level (it being understood
that a rating level shall include numerical modifiers and (+) and (-)
modifiers) assigned by S&P to the senior unsecured long-term debt of Borrower.

         "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

         "SECTION 3.03(B)(I) REMAINDER" see Section 3.03(b)(i).

         "SECTION 3.03(B)(III) REMAINDER" see Section 3.03(b)(iii).

         "SECTION 4.04(B)(II) CERTIFICATE" see Section 4.04(b)(ii).

         "SECURITIES ACT" shall mean the Securities Act of 1933, as  amended
from time to time, and the regulations promulgated and the rulings issued
thereunder.

         "SECURITY DOCUMENTS" shall have the meaning assigned to that term in
the Indenture as in effect on the Original Effectiveness Date.

         "SENIOR SECURED NOTES" shall mean the 12-3/4% Senior Secured Notes
Due 1999 issued pursuant to the Indenture.

         "STANDBY LETTER OF CREDIT" see Section 2.01(a).

         "STATED AMOUNT" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

         "SUBSIDIARY" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms
thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time owned by such Person
directly or indirectly through Subsidiaries and (ii)  any partnership,
association, joint venture or other entity in which such Person directly or
indirectly through Subsidiaries, has more than a 50% equity interest at the
time.  Unless otherwise expressly provided, all references herein to
"Subsidiary" shall mean a Subsidiary of Borrower.

         "TAXES" see Section 4.04(a).

         "TOTAL COMMITMENT" shall mean, at any time, the sum of the
Commitments of each of the Banks.

         "TOTAL LOSS" shall mean (i) the actual, constructive, arranged,
agreed, or compromised total loss of any Fleet Rig; (ii) the requisition for
title or other compulsory acquisition or forfeiture of any Fleet Rig
otherwise than by requisition for hire; or (iii) the capture, seizure, arrest,
detention or confiscation of any Fleet Rig by any government or by persons
acting or purporting to act on behalf of any government unless such Fleet Rig
is released from such capture, seizure, arrest or detention within 180 days
after the occurrence thereof.

         "TOTAL UNUTILIZED COMMITMENT" shall mean, at any time, (i) the Total
Commitment at such time less (ii) the sum of the aggregate principal amount of
all Loans at such time, plus the Letter of Credit Outstandings at such time.

         "TRADE LETTER OF CREDIT" see Section 2.01(a).

         "TYPE" shall mean any type of Loan determined with respect to the
interest option applicable thereto, I.E., a Base Rate Loan or Eurodollar Loan.

         "UCC" shall mean the Uniform Commercial Code as in effect in the
State of New York.

         "UNFUNDED LIABILITIES" shall mean, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a current liability basis under Section
412(l)(7) of the Code, exceeds (ii) the fair market value of all Plan
assets allocable to such liabilities under Title I of ERISA (excluding any
accrued but unpaid contributions), all determined as of the then most recent
valuation date for such Plan.

         "UNPAID DRAWING" see Section 2.04(a). 

         "UNRESTRICTED SUBSIDIARY" shall mean (i) the Subsidiaries treated as
unrestricted under Indenture as of the Original Effectiveness Date, each of
which is set forth in ANNEX X hereto and (ii) any Subsidiaries treated as
Unrestricted Subsidiaries pursuant to and in accordance with Section 8.05(b)
hereof.

         "UPSIZE DATE" shall mean any date which is on or prior to August 15,
1997 on which all of the following shall have been satisfied (i) Borrower
shall have given written notice to the Administrative Agent and each of the
Banks that it is electing to increase the Commitments then in effect by
$50.0 million, which notice shall be accompanied by a certified copy of
appropriate board resolutions approving such increase and a certificate of
a responsible officer of Borrower certifying that each of the conditions set
forth in this definition have been satisfied, (ii) no Default or Event of
Default shall then exist or would arise from such increase and no event or
condition shall then exist which has had or is reasonably likely to have a
Material Adverse Effect, (iii) Borrower shall have paid to the Administrative
Agent all fees pursuant to the letter agreement dated July 14, 1997 between
Borrower and the Administrative Agent relating to such increase in the
Commitments by $50.0 million over that effected on the Amended and Restated
Effectiveness Date, and (iv) the Commitments shall not have been terminated
pursuant to Section 9.

         "VOTING STOCK" shall mean, with respect to any corporation, the
outstanding stock of all classes (or equivalent interests) which ordinarily,
in the absence of contingencies, entitles holders thereof to vote for the
election of directors (or Persons performing similar functions) of such
corporation, even though the right so to vote has been suspended by the
happening of such a contingency.

         "WHOLLY-OWNED DOMESTIC SUBSIDIARY" shall mean, as to any Person, any
wholly-owned Subsidiary of such Person which is a Domestic Subsidiary.

         "WHOLLY-OWNED SUBSIDIARY" of any Person shall mean any Subsidiary of
such Person to the extent all of the Capital Stock or other ownership
interests in such Subsidiary, other than directors' qualifying shares, is
owned directly or indirectly by such Person.  Unless otherwise expressly
provided, all references herein to "Wholly-Owned Subsidiary" shall mean a
Wholly-Owned Subsidiary of Borrower.

         "WORKING CAPITAL" shall mean an amount determined on a consolidated
basis in accordance with GAAP) determined for Borrower and the Subsidiaries
(other than Unrestricted Subsidiaries) equal to the sum of all current assets
(other than cash) less the sum of all current liabilities (other than the
current portion of any Indebtedness that was long-term Indebtedness when
incurred).

         "WRITTEN" or "IN WRITING" shall mean any form of written
communication or a communication by means of telex or facsimile transmission.

         SECTION 11.  THE AGENT

         11.01  APPOINTMENT  The Banks hereby designate Bankers Trust Company
as Administrative Agent to act as specified herein and in the other Credit
Documents.  Each Bank hereby irrevocably authorizes, and each holder of any
Note by the acceptance of such Note shall be deemed irrevocably to authorize,
the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto.  The Administrative Agent may perform any of its duties hereunder by
or through its respective officers, directors, agents, employees or
Affiliates.  The Administrative Agent is expressly authorized to execute and
deliver the Ratification Agreement on behalf of the Banks.

         11.02  NATURE OF DUTIES  The Administrative Agent shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and the other Credit Documents.  Neither the Administrative Agent nor any of
its respective officers, directors, agents, employees or Affiliates shall be
liable for any action taken or omitted by it or them hereunder or under any
other Credit Document or in connection herewith or therewith, unless caused by
its or their gross negligence or willful misconduct.  The duties of the
Administrative Agent shall be mechanical and administrative in nature; the
Administrative Agent shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Bank or the holder
of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose
upon the Administrative Agent any obligations in respect of this Agreement
or any other Credit Document except as expressly set forth herein or therein.

         11.03  LACK OF RELIANCE ON THE AGENTS  Independently and without
reliance upon the Agents, each Bank and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of Borrower
and the Subsidiaries in connection with the making and the continuance of the
Loans and issuance and/or participation in Letters of Credit and the taking or
not taking of any action in connection herewith and (ii) its own appraisal of
the creditworthiness of Borrower and the Subsidiaries and, except as
expressly provided in this Agreement, the Agents shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any
Bank or the holder of any Note with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter.  The Agents shall not be
responsible to any Bank or the holder of any Note for any recitals,
statements, information, representations or  warranties herein or in any
document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of Borrower and the
Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of
this Agreement or any other Credit Document, or the financial condition of
Borrower and the Subsidiaries or the existence or possible existence of
any Default or Event of Default.

         11.04  CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT  If the
Administrative Agent shall request instructions from the Required Banks with
respect to any act or action (including failure to act) in connection  with
this Agreement or any other Credit Document, the Administrative Agent shall
be entitled to refrain from such act or taking such action unless and until
the Administrative Agent shall have received instructions from the Required
Banks; and the Administrative Agent shall not incur liability to any Person
by reason of so refraining.  Without limiting the foregoing, neither any Bank
nor the holder of any Note shall have any right of action whatsoever against
the Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Banks.

         11.05  RELIANCE  The Administrative Agent shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed,
sent or made by any Person that the Administrative Agent believed to be the
proper Person, and, with respect to all legal matters pertaining to this
Agreement and any other Credit Document and its duties hereunder and
thereunder, upon advice of counsel selected by the Administrative Agent
(which may be counsel for Borrower).

         11.06  INDEMNIFICATION  To the extent the Agents are not
reimbursed and indemnified by Borrower, the Banks will reimburse and indemnify
the Agents, in proportion to their respective "percentages" as used in
determining the Required Banks, for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments,
costs, expenses or disbursements of whatsoever kind or nature which may be
imposed on, asserted against or incurred by the Agents in performing their
respective duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
PROVIDED, HOWEVER, that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from either of the Agents'
gross negligence or willful misconduct.

         11.07  THE AGENTS IN THEIR INDIVIDUAL CAPACITY  With respect to its
obligation to make Loans under this Agreement, the Agents shall have the
rights and powers specified herein for a "Bank" and may exercise the same
rights and powers as though it were not performing the duties specified
herein; and the term "Banks," "Required Banks," "holders of Notes" or any
similar terms shall, unless the context clearly otherwise indicates, include the
Agents in their individual capacity.  The Agents may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other
business with Borrower or its Subsidiaries or any Affiliate thereof as if it
were not performing the duties specified herein, and may accept fees and
other consideration from Borrower or any Subsidiary for services in connection
with this Agreement and otherwise without having to account for the same to
the Banks.

         11.08  HOLDERS  The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof,
as the case may be, shall have been filed with the Administrative Agent.  Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
indorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

         11.09  RESIGNATION BY THE ADMINISTRATIVE AGENT  (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by
giving 15 Business Days' prior written notice to Borrower and the Banks.
Such resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (b) and (c) below or as otherwise
provided below.

         (b)  Upon any such notice of resignation, the Required Banks shall
appoint a successor Administrative Agent hereunder or thereunder who shall
be a commercial bank or trust company reasonably acceptable to Borrower.

         (c)  If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the Administrative Agent, with
the consent of Borrower, shall then appoint a successor Administrative Agent
who shall serve as Administrative Agent hereunder or thereunder until such
time, if any, as the Required Banks appoint a successor Administrative
Agent as provided above.

         (d)  If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 20th Business Day after the date such
notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Banks shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as
the Required Banks appoint a successor Administrative Agent as provided above.

         SECTION 12.  MISCELLANEOUS

         12.01  PAYMENT OF EXPENSES, ETC.  Borrower agrees to (and to cause
each other Credit Party, in respect of the Credit Document to which it is a
party, to):  (i) whether or not the transactions herein contemplated are
consummated, pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the negotiation, preparation, execution
and delivery of the Credit Documents and the documents and instruments referred
to therein and any amendment, waiver or consent relating thereto (including,
without limitation, the reasonable fees and disbursements of Cahill Gordon &
Reindel and any local counsel) and of the administrative Agent and, after the
occurrence and during the continuance of an Event of Default, each of the
Banks in connection with the enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation,
the actual reasonable fees and disbursements of counsel for the
Administrative Agent and, after the occurrence and during the continuance of
an Event of Default for each of the Banks); (ii) pay and hold each of the
Banks harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the
Banks harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable
to the Administrative Agent or such Bank) to pay such taxes; and (iii)
indemnify each Bank (including in its capacity as the Administrative Agent or
a Letter of Credit Issuer), its officers, directors, employees,
representatives and agents from and hold each of them harmless against any
and all losses, liabilities, claims, damages, expenses, fines or penalties
incurred by any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any estigation, litigation or other
proceeding (whether or not any Bank is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of the
proceeds of any Loans hereunder or the consummation of any transactions
contemplated in any Credit Document, whether initiated by Borrower or any
other Person (other than the Office of the Comptroller of Currency, the FDIC
or other regulatory authority having jurisdiction over any Bank if not
related to any action or inaction by Borrower or any Subsidiary or any other
event or occurrence relating to Borrower or any Subsidiary), including,
without limitation, the actual reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified) or (b) the actual or alleged
presence of Hazardous Materials in the air, surface water, groundwater,
surface or subsurface of any Real Property, offshore drilling rig, facility or
location at any time owned or operated by Borrower or any Subsidiary, the
generation, storage, transportation, treatment, release or disposal of
Hazardous Materials at on, under or from any Real Property, offshore drilling
rig, facility or location at any time owned or operated by Borrower or any
Subsidiary, the non-compliance of Borrower or any Subsidiary, or of any Real
Property, offshore drilling rig, facility or location at any time owned or
operated by Borrower or any Subsidiary with any Environmental Law or any
Environmental Claim asserted against Borrower or any Subsidiary with any
Environmental Law or any Real  Property, offshore drilling rig, facility or
location at any time owned or operated by Borrower or any Subsidiary,
including, in each case, without limitation, the actual reasonable fees and
disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross  negligence or willful misconduct of the Person to be
indemnified). To the extent that the undertaking to indemnify, pay or hold
harmless the Administrative Agent or any Bank set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, Borrower shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible
under applicable law.

         12.02  RIGHT OF SETOFF In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of
any such rights, if an Event of Default then exists, each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to Borrower or to  any other Person,
any such notice being hereby expressly waived, to the extent permitted by
applicable law, to set off and to appropriate and apply any and all deposits
(general or special) and any other Indebtedness at any time held or owing by
such Bank (including without limitation by branches and agencies of such Bank
wherever located) to or for the credit or the account of Borrower against
and on account of the Obligations and liabilities of Borrower to such Bank
under any Credit Document, including, without limitation, all interests in
Obligations of Borrower purchased by such Bank pursuant to Section 12.06(b),
and all other claims of any nature or description arising out of or connected
with any Credit Document, irrespective of whether or not such Bank shall have
made any demand hereunder and although said Obligations, liabilities or claims,
or any of them, shall be contingent or unmatured.

        12.03  NOTICES  (a)  Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in
writing (including telex or telecopier communication) and mailed, telexed,
telecopied or delivered, if to Borrower or any Subsidiary, at the address
specified opposite its signature below or in the other relevant Credit
Documents, as the case may be; if to any Bank, at its address specified for
such Bank on ANNEX II hereto; or, at such other address as shall be
designated by any party in a written notice to the other parties hereto.  All
such notices and communications shall be effective when received and, in the
case of notice by telecopier, after confirmation of such receipt has been
given by the recipient, excluding by way of automatic receipt produced by
telecopier.

        (b)  Without in any way limiting the obligation of Borrower to confirm
in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent or any Letter of Credit Issuer, as the case may be, may
prior to receipt of written confirmation act without liability upon the basis
of such telephonic notice, believed by the Administrative Agent or such Letter
of Credit Issuer in good faith to be from an Authorized Officer of Borrower.
In each such case, Borrower hereby waives the right to dispute the
Administrative Agent's or such Letter of Credit Issuer's record of the terms
of such telephonic notice.

         12.04  BENEFIT OF AGREEMENT  (a)  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED, HOWEVER, that
Borrower may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Banks.  Each Bank may at
any time grant participations in any of its rights hereunder or under any of
the Notes to another financial institution; PROVIDED, HOWEVER, that in the
case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Credit Documents (the participant's
rights against such Bank in respect of such participation to be those set
forth in the agreement executed by such Bank in favor of the participant
relating thereto) and all amounts payable by Borrower hereunder shall be
determined as if such Bank had not sold such participation, except that the
participant shall be entitled to the benefits of Sections 1.10 and 4.04 of
this Agreement to the extent that such Bank would be entitled to such benefits
if the participation had not been entered into or sold; PROVIDED, FURTHER,
HOWEVER, that no Bank shall transfer, grant or assign any participation
under which the participant shall have rights to approve any amendment to or
waiver of this Agreement or any other Credit Document except to the extent
such amendment or waiver would (i) extend the final scheduled maturity of
any Loan or Note in which such participant is participating or reduce the rate
or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase
in interest rates), or reduce the principal  amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment, or a mandatory
prepayment, shall not constitute a change in the terms of any Commitment) or
(ii) consent to the  assignment or transfer by Borrower of any of its rights
and obligations under this Agreement.

         (b)  Notwithstanding the foregoing, (x) any Bank may assign all  or a
portion of its outstanding Commitment and its rights and obligations
hereunder (including the obligation to increase its Commitment on the Upsize
Date upon satisfaction of the conditions set forth in the definition
thereof) to its Affiliate or to another Bank, and (y) with the consent of the
Administrative Agent, each Letter of Credit Issuer and Borrower (which  consent
shall not be unreasonably withheld or delayed and which consent of Borrower
need not be obtained at any time that a Default or Event of Default shall
have occurred and be continuing), any Bank may assign all or a portion of
its outstanding Commitment and its rights and obligations hereunder
(including the obligation to increase its Commitment on the Upsize Date upon
satisfaction of the conditions set forth in the definition thereof) to one
or more Eligible Transferees.  Unless otherwise agreed to by Borrower, no
assignment pursuant to the immediately preceding sentence shall to the extent
such assignment represents an assignment to an institution other than one or
more Banks hereunder, be in an aggregate amount (exclusive of the amount of the
obligation to increase its Commitment on the Upsize Date) less than $5.0
million unless the entire Commitment of the assigning Bank is so assigned.
In connection with any  assignment prior to the Upsize Date, each such
assignment shall also be deemed to be an assignment by the assigning Bank to
the assignee Bank of a proportional amount of the obligation of such assigning
Bank to increase its Commitment upon satisfaction of the conditions set forth
in the definition of Upsize Date to that amount set forth in ANNEX I hereto
opposite its name under the column entitled "Commitments On and After Upsize
Date."  If any Bank so sells or assigns all or a part of its rights hereunder
or under the Notes, any reference in this Agreement or the Notes to such
assigning Bank shall thereafter refer to such Bank and to the respective
assignee to the extent of their respective interests and the respective
assignee shall have, to the extent of such assignment (unless otherwise
provided therein), the same rights and benefits as it would if it were such
assigning Bank.  Each assignment pursuant to this Section 12.04(b) shall be
effected by the assigning Bank and the assignee Bank executing an Assignment
and Assumption Agreement.  In the event of any such assignment (x) to a
commercial bank or other financial institution not previously a Bank
hereunder, either the assigning or the assignee Bank shall pay to the
Administrative Agent a nonrefundable assignment fee of $3,500 and (y) to a
Bank, either the assigning or assignee Bank shall pay to Administrative
Agent a nonrefundable assignment fee of $1,500, and at the time of any
assignment pursuant to this Section 12.04(b), (i) ANNEX I hereto shall be
deemed to be amended to reflect the Commitment of the  respective assignee,
and, if such assignment is effected prior to the Upsize Date, what such
assignee Bank's Commitment would be if the Upsize Date were to occur upon
satisfaction of the conditions set forth in the definition of Upsize Date
(which shall result in a direct reduction to the Commitment (including, if
such assignment is effected prior to the Upsize  Date, a proportional reduction
in the obligation of the assigning Bank to increase its Commitment if the
Upsize Date were to occur upon satisfaction of the conditions set forth in
the definition of Upsize Date) of the assigning Bank) and of the other
Banks, and (ii) if any such assignment  occurs after the Initial Borrowing
Date, if requested by the assigning Bank and the assignee Bank, Borrower
will issue new Notes to the respective assignee and to the assigning Bank in
conformity with the requirements of Section 1.05.  Each Bank and Borrower
agree to execute such documents (including, without limitation, amendments
to this Agreement and the other Credit Documents) as shall be necessary to
effect the foregoing. Nothing in this clause (b) shall prevent or prohibit
any Bank from pledging its Notes or Loans to a Federal Reserve Bank in
support of borrowings made by such Bank from such Federal Reserve Bank.

         (c)  Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Bank hereunder
or any grant of participation therein shall be permitted if such transfer,
assignment or grant would require Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

         (d)  Each Bank initially party to this Agreement hereby  represents,
and each Person that became a Bank pursuant to an assignment permitted by
this Section 12 will, upon its becoming party to this Agreement, represent
that it is a commercial lender, other financial institution or other
"accredited" investor (as defined in SEC Regulation D) which makes loans in
the ordinary course of its business and that it will make or acquire Loans
for its own account in the ordinary course of such business; PROVIDED,
HOWEVER, that subject to the preceding clauses (a) and (b), the disposition
of any promissory notes or other evidences of or interests in Indebtedness
held by such Bank shall at all times be within its exclusive control.

         12.05  NO WAIVER; REMEDIES CUMULATIVE  No failure or delay on the
part of the Administrative Agent or any Bank in exercising any right, power
or privilege under any Credit Document and no course of dealing between
Borrower or any Subsidiary and the Administrative Agent or any Bank shall
operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege under any Credit Document preclude any  other or
further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder.  The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies which
the Administrative Agent or any Bank would otherwise have.   No notice to or
demand on Borrower or any Subsidiary in any case shall  entitle Borrower or
any Subsidiary to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Administrative
Agent or the Banks to any other or further action in any circumstances
without notice or demand.

         12.06  PAYMENTS PRO RATA  (a)  The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of Borrower or
any Subsidiary in respect of any Obligations of Borrower or any Subsidiary
hereunder, it shall distribute such payment to the Banks (other than any
Bank that has expressly waived its right to receive its pro rata share
thereof) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

          (b)  Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than
the total of such Obligation then owed and due to such Bank bears to the
total of such Obligation then owed and due to all of  the Banks immediately
prior to such receipt, then such Bank receiving such excess payment shall
purchase for cash without recourse or warranty from the other Banks an
interest in the Obligations of Borrower or any Subsidiary, respectively,
to such Banks in such amount as shall result in a proportional participation
by all of the Banks in such amount; provided,  however, that if all or any
portion of such excess amount is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

         (c)  Notwithstanding anything to the contrary contained herein,
the provisions of the preceding Sections 12.06(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

         12.07  CALCULATIONS; COMPUTATIONS  (a)  The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in
writing by Borrower to the Banks); PROVIDED, HOWEVER, that (x) except as
otherwise specifically provided herein, all computations determining
compliance with Section 8, including definitions used therein, shall utilize
accounting principles and policies in effect at the time of the preparation
of, and in conformity with those used to prepare, the September 30, 1996
historical financial statements of Borrower delivered to the Banks pursuant
to Section 6.10(b) and (y) that if at any time the  computations determining
compliance with Section 8 utilize accounting principles different from those
utilized in the financial statements furnished to the Banks, such financial
statements shall be accompanied by reconciliation work-sheets.

         (b)  All computations of interest and Fees hereunder shall be  made
on the actual number of days elapsed over a year of 360 days.

         12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL  (a)  This Agreement and the other Credit Documents and the
rights and obligations of the parties hereunder and thereunder shall be
construed in accordance with and be governed by the law of the state of New
York.  Any legal action or proceeding with respect to this Agreement or any
other Credit Document may be brought in the courts of the state of New York
or of the United States for the Southern District of New York, and, by
execution and delivery of this Agreement, Borrower hereby irrevocably accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts.  To the extent permitted by applicable
law, Borrower further irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid,
to Borrower located outside New York City and by hand delivery to Borrower
located within New York City, at its address for notices pursuant to Section
12.03, such service to become effective 30 days after such mailing.  Nothing
herein shall affect the right of the Administrative Agent, any Bank to serve
process in any other manner permitted by law or to commence legal proceedings
or otherwise proceed against Borrower in any other jurisdiction.

         (b)  To the extent permitted by applicable law, Borrower hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of
or in connection with this Agreement or any other Credit Document brought in
the courts referred to in clause (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such
action or proceeding brought in any such court has been brought in an
inconvenient forum.

         (c)  Each of the parties to this agreement hereby irrevocably
waives all right to a trial by jury in any action, proceeding or counterclaim
arising out of or relating to this agreement, the other credit documents or
the transactions contemplated hereby or thereby.

         12.09  COUNTERPARTS  This Agreement may be executed in any  number of
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.  A set of
counterparts executed by all the parties hereto shall be lodged with Borrower
and the Administrative Agent.

         12.10  EFFECTIVENESS  This Agreement shall become effective on the
date (the "Amended and Restated Effectiveness Date") on which Borrower and
each of the Required Banks shall have signed a copy hereof (whether the same
or different copies) and each of the Guarantors and the Administrative Agent
shall have duly authorized, executed and delivered the Ratification Agreement
and shall have delivered the same to the Administrative Agent at the Payment
Office of the Administrative Agent or, in the case of the Banks, shall have
given to the Administrative Agent telephonic (confirmed in writing), written
telex or facsimile transmission notice (actually received) at such office that
the same has been signed and mailed to it.

         12.11  HEADINGS DESCRIPTIVE  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.

         12.12  AMENDMENT OR WAIVER  (a)  Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination
is in writing signed by Borrower and the Required Banks; provided, however,
that no such change, waiver, discharge or termination shall, without the
consent of each Bank (other than a Defaulting Bank) affected thereby and,
with respect to clause (vi) below, the consent of the Administrative Agent
(i) extend the Maturity Date, or reduce the rate or extend the time of
payment of interest (other than as a result of waiving the applicability of
any post-default increase in interest rates) or Fees  thereon, or reduce the
principal amount thereof, (ii) increase the Commitment of such Bank over the
amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a  mandatory reduction in the Total
Commitment or an increase as a result of the occurrence of the Upsize Date
shall not constitute a change in the terms of any Commitment of any Bank),
(iii) amend, modify or waive any provision of this Section, (iv) reduce the
percentage specified in the definition of Required Banks (it being understood
that, with the consent of the Required Banks, additional extensions of
credit pursuant to this Agreement may be included in the determination of the
Required Banks on substantially the same basis as the Commitments are
included on the Amended and Restated Effectiveness Date), (v) consent to the
assignment or transfer by Borrower of any of its rights and obligations
under this Agreement, or (vi) make any change or modification to, or waive
any term or provision of, the definition of Upsize Date.  No provision of
Sections 2 or 11, or any other provisions relating to any Letter of Credit
Issuer or the Administrative Agent may be modified without the consent of
such Letter of Credit Issuer or the Administrative Agent, respectively.

          (b)  If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i), (iii), (iv), (v) or (vi) of the proviso to Section 12.12(a),
the consent of the Required Banks is obtained but the  consent of one or more
of such other Banks whose consent is required is not obtained, then Borrower
shall have the right to replace each such non-consenting Bank or Banks (so
long as all non-consenting Banks are so replaced) with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change,
waiver, discharge or termination; provided, however, that Borrower shall not
have the right to replace a Bank solely as a result of the exercise of such
Bank's rights (and the withholding of any required consent by such Bank)
pursuant to clause (ii) of the proviso to Section 12.12(a).

         12.13  SURVIVAL  All indemnities set forth herein including,
without limitation, in Section 1.10, 1.11, 4.04, 11.07 or 12.01 shall
survive the execution and delivery of this Agreement and the making and
repayment of the Loans.

         12.14  DOMICILE OF LOANS  Each Bank may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or Affiliate of
such Bank; provided, however, that Borrower shall not be responsible for
costs arising under Section 1.10 or 4.04 resulting from any such transfer
(other than a transfer pursuant to Section 1.12(a)) to the  extent not
otherwise applicable to such Bank prior to such transfer.

         12.15  CONFIDENTIALITY  The Banks shall hold all non-public
information obtained pursuant to the requirements of this Agreement
confidential and in any event may make disclosure reasonably required by any
bona fide transferee or participant in connection with the contemplated
transfer of any Loans or participation therein (so long as such transferee
or participant agrees to be bound by the provisions of this Section 12.15) or
as required or requested by any governmental agency or representative thereof
or pursuant to legal process; provided, however, that, unless specifically
prohibited by applicable law or court order, each Bank shall notify Borrower
of any request by any governmental agency or representative  thereof (other
than any such request in connection with an examination of the financial
condition of such Bank by such governmental agency) for disclosure of any
such non-public information prior to disclosure of such information; provided,
further, however, that in no event shall any Bank be obligated or required
to return any materials furnished by Borrower or any Subsidiary.

         12.16  REGISTRY  Borrower hereby designates the Administrative Agent
to serve as Borrower's agent, solely for purposes of this Section 12.16, to
maintain a register (the "Register") on which it will record the Commitments
from time to time of each of the Banks, the Loans made by each of the Banks
and each repayment in respect of the principal amount of the Loans of each
Bank.  Failure to make any such recordation, or any error in such recordation
shall not affect Borrower's obligations in respect of such Loans.  With
respect to any Bank, the transfer of the Commitments of such Bank and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing
to the transferor with respect to such Commitments and Loans shall remain
owing to the transferor.  The registration of assignment or transfer of all
or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of
a properly executed and delivered Assignment and Assumption Agreement
pursuant to Section 12.04(b). Coincident with the delivery of such an
Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a
Loan, or as soon thereafter as practicable, the assigning or transferor Bank
shall surrender the Note evidencing such Loan, and thereupon one or more new
Notes in the same aggregate principal amount shall be issued to the
assigning or transferor Bank and/or the new Bank.

         12.17 EFFECT ON ORIGINAL CREDIT AGREEMENT AND OTHER CREDIT
DOCUMENTS  Upon the execution and delivery by the parties hereto of this
Agreement and the satisfaction (or waiver) of the conditions set forth in
Section 5, (i) this Agreement shall be deemed to amend, restate and
supersede the Original Credit Agreement, except that Guaranties, under and
pursuant to the Credit Documents shall continue unaltered and each other
Credit Document shall continue in full force and effect and unaltered by
this Agreement, (ii) all Obligations under the Original Credit Agreement
and other Credit Documents shall continue to be outstanding except as
expressly modified by this Agreement and shall be governed in all respects by
this Agreement and the other Credit Documents, it being agreed and understood
that this Agreement does not constitute a novation, satisfaction, payment or
reborrowing of any Obligation under the Original Credit Agreement or any
other Credit Document except as expressly modified by the Agreement, nor does
it operate as a waiver of any right, power or remedy of any Bank under any
Credit Document (other than the Original Credit Agreement), and (iii) all
references to the Original Credit Agreement in any Credit Document or other
document or instrument delivered in connection therewith shall be deemed to
refer to this Agreement and the provisions hereof.

                            [Signature Pages Follow]
                                      
     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first
above written.


       ADDRESS:                          GLOBAL MARINE INC.


       777 N. Eldridge Road
       Houston, Texas  77079-4416        By: /S/ James L. McCulloch
                                         Name: James L. McCulloch
                                         Title: Vice President


                                         BANKERS TRUST COMPANY,
                                         Individually and as
                                         Administrative Agent

                                         By: /S/ Patricia Hogan
                                         Name: Patricia Hogan
                                         Title: Vice President

   
                                         SOCIETE GENERALE,
                                         Individually and as Co-Agent

                                         By: /S/ John J. Wagner
                                         Name:  John J. Wagner
                                         Title: Vice President


                                         CHRISTIANIA BANK og KREDITKASSE

                                         By: /S/ Martin Lunder
                                         Name:  Martin Lunder
                                         Title: First Vice President


                                         By: /S/ Justin F. McCarty III
                                         Name:  Justin F. McCarty III
                                         Title: Vice President



                                         CREDIT LYONNAIS NEWYORK BRANCH

                                         By: /S/ Alain Papiasse
                                         Name:  Alain Papiasse      
                                         Title: Executive Vice President


                                         FIRST UNION NATIONAL BANK OF
                                         NORTH CAROLINA

                                         By:  /S/ Joseph H. Towell
                                         Name:  Joseph H. Towell
                                         Title: Senior Vice President

                                       
                                         THE SANWA BANK, LIMITED, DALLAS
                                         AGENCY

                                         By: /S/ C. Lawrence Murphy
                                         Name:  C. Lawrence Murphy
                                         Title: Senior Vice President


                                         THE BANK OF NOVA SCOTIA

                                         By:  /S/ F.C.H. Ashby
                                         Name:  F.C.H. Ashby
                                         Title: Senior Manager Loan Operations


                                         SKANDINAVISKA ENSKILDA BANKEN AB
                                         (publ.)

                                         By:    /S/ Lars Bjerrek
                                         Name:   Lars Bjerrek
                                         Title:

                                         By:    /S/ Per K. Frolick
                                         Name: Per K. Frolick
                                         Title:


                                         THE SUMITOMO BANK, LIMITED

                                         By:   /S/ Harumitsu Seki
                                         Name: Harumitsu Seki
                                         Title:General Manager