CREDIT AGREEMENT


                              AMONG

                        GLOBAL MARINE INC.

                  VARIOUS LENDING INSTITUTIONS,

                               AND

                       ABN AMRO Bank N.V.,
                     AS ADMINISTRATIVE AGENT,

                               AND

                 CREDIT LYONNAIS NEW YORK BRANCH,
                      AS DOCUMENTATION AGENT

               $50,000,000.00 Revolving Credit Loan

                    Dated as of April 7, 2000



                      ABN AMRO BANK N.V.,
              AS CO-LEAD ARRANGER AND BOOK RUNNER

                CREDIT LYONNAIS NEW YORK BRANCH
                       AS CO-LEAD ARRANGER




                        TABLE OF CONTENTS

SECTION 1
AMOUNT AND TERMS OF CREDIT . . . . . . . . . . . . . . . . . . .1
     1.01  COMMITMENT. . . . . . . . . . . . . . . . . . . . . .1
     1.02  MINIMUM BORROWING AMOUNTS, ETC. . . . . . . . . . . .1
     1.03  NOTICE OF BORROWING . . . . . . . . . . . . . . . . .2
     1.04  DISBURSEMENT OF FUNDS . . . . . . . . . . . . . . . .2
     1.05  NOTES . . . . . . . . . . . . . . . . . . . . . . . .3
     1.06  CONVERSIONS . . . . . . . . . . . . . . . . . . . . .3
     1.07  PRO RATA BORROWINGS . . . . . . . . . . . . . . . . .3
     1.08  INTEREST. . . . . . . . . . . . . . . . . . . . . . .4
     1.09  INTEREST PERIODS. . . . . . . . . . . . . . . . . . .4
     1.10  INCREASED COSTS, ILLEGALITY, ETC. . . . . . . . . . .5
     1.11  Compensation. . . . . . . . . . . . . . . . . . . . .7
     1.12  Change of Lending Office. . . . . . . . . . . . . . .7
     1.13  Replacement of Banks. . . . . . . . . . . . . . . . .8
SECTION 2
INTENTIONALLY OMITTED. . . . . . . . . . . . . . . . . . . . . .9
SECTION 3
FEES; Commitments. . . . . . . . . . . . . . . . . . . . . . . .9
     3.01  FEES. . . . . . . . . . . . . . . . . . . . . . . . .9
     3.02  VOLUNTARY REDUCTION OF COMMITMENTS. . . . . . . . . .9
     3.03  TERMINATION OF COMMITMENTS. . . . . . . . . . . . . .9
SECTION 4
PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     4.01  VOLUNTARY PREPAYMENTS . . . . . . . . . . . . . . . 10
     4.02  MANDATORY REPAYMENTS. . . . . . . . . . . . . . . . 10
     4.03  METHOD AND PLACE OF PAYMENT . . . . . . . . . . . . 11
     4.04  NET PAYMETNS. . . . . . . . . . . . . . . . . . . . 12
SECTION 5
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . 15
     5.01  CONSENT OF BANKS. . . . . . . . . . . . . . . . . . 15
     5.02  EXECUTION OF NOTES. . . . . . . . . . . . . . . . . 15
     5.03  NO DEFAULT; REPRESENTATIONS AND WARRANTIES. . . . . 15
     5.04  OFFICER'S CERTIFICATE . . . . . . . . . . . . . . . 15
     5.05  OPINIONS OF COUNSEL . . . . . . . . . . . . . . . . 15
     5.06  CORPORATE PROCEEDINGS . . . . . . . . . . . . . . . 15
     5.07  LITIGATION. . . . . . . . . . . . . . . . . . . . . 16
     5.08  APPROVALS . . . . . . . . . . . . . . . . . . . . . 16
     5.09  FEES. . . . . . . . . . . . . . . . . . . . . . . . 16
     5.10  MARGIN RULES. . . . . . . . . . . . . . . . . . . . 16
     5.11  NOTICE OF BORROWING . . . . . . . . . . . . . . . . 16
     5.12  FULFILLMENT OF CONDITIONS . . . . . . . . . . . . . 16
SECTION 6
REPRESENTATIONS, WARRANTIES AND AGREEMENTS . . . . . . . . . . 17
     6.01  STATUS. . . . . . . . . . . . . . . . . . . . . . . 17
     6.02  POWER AND AUTHORITY . . . . . . . . . . . . . . . . 17
     6.03  NO VIOLATION. . . . . . . . . . . . . . . . . . . . 17
     6.04  LITIGATION. . . . . . . . . . . . . . . . . . . . . 18
     6.05  USE OF PROCEEDS; MARGIN REGULATIONS . . . . . . . . 18
     6.06  GOVERNMENTAL APPROVALS. . . . . . . . . . . . . . . 19
     6.07  INVESTMENT COMPANY ACT. . . . . . . . . . . . . . . 19
     6.08  PUBLIC UTILITY HOLDING COMPANY ACT. . . . . . . . . 19
     6.09  TRUE AND COMPLETE DISCLOSURE. . . . . . . . . . . . 19
     6.10  FINANCIAL CONDITION; FINANCIAL STATEMENTS . . . . . 19
     6.11  TAX RETURNS AND PAYMENTS. . . . . . . . . . . . . . 20
     6.12  EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . 20
     6.13  SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . 21
     6.14  PATENTS, ETC. . . . . . . . . . . . . . . . . . . . 21
     6.15  ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . 21
     6.16  PROPERTIES. . . . . . . . . . . . . . . . . . . . . 22
     6.17  LABOR RELATIONS . . . . . . . . . . . . . . . . . . 22
     6.18  INSURANCE . . . . . . . . . . . . . . . . . . . . . 23
SECTION 7
AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . 24
     7.01  INFORMATION COVENANTS . . . . . . . . . . . . . . . 24
     7.02  BOOKS, RECORDS AND INSPECTIONS. . . . . . . . . . . 25
     7.03  MAINTENANCE OF INSURANCE. . . . . . . . . . . . . . 25
     7.04  PAYMENT OF TAXES. . . . . . . . . . . . . . . . . . 25
     7.05  CONSOLIDATED CORPORATE FRANCHISES . . . . . . . . . 26
     7.06  COMPLIANCE WITH STATUTES, ETC.. . . . . . . . . . . 26
     7.07  GOOD REPAIR . . . . . . . . . . . . . . . . . . . . 26
     7.08  USE OF PROCEEDS . . . . . . . . . . . . . . . . . . 26
     7.09  ERISA . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 8
NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . 28
     8.01  CHANGES IN BUSINESS . . . . . . . . . . . . . . . . 28
     8.02  CONSOLIDATION, MERGER, SALE OF ASSETS, ETC. . . . . 28
     8.03  INDEBTEDNESS AND LIENS. . . . . . . . . . . . . . . 28
     8.04  RESTRICTIONS ON SUBSIDIARIES. . . . . . . . . . . . 29
     8.05  TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . 30
     8.06  LIMITATION ON SALE/LEASEBACK TRANSACTIONS . . . . . 30
     8.07  CASH INTEREST COVERAGE RATIO. . . . . . . . . . . . 31
     8.08  DEBT TO CAPITALIZATION RATIO. . . . . . . . . . . . 31
     8.09  TANGIBLE NET WORTH. . . . . . . . . . . . . . . . . 31
SECTION 9
EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . 32
     9.01  PAYMENTS. . . . . . . . . . . . . . . . . . . . . . 32

     9.02  REPRESENTATIONS, ETC. . . . . . . . . . . . . . . . 32
     9.03  COVENANTS . . . . . . . . . . . . . . . . . . . . . 32
     9.04  DEFAULT UNDER OTHER AGREEMENTS. . . . . . . . . . . 32
     9.05  BANKRUPTCY, ETC.. . . . . . . . . . . . . . . . . . 32
     9.06  [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . 33
     9.07  JUDGMENTS . . . . . . . . . . . . . . . . . . . . . 33
     9.08  CHANGE OF CONTROL . . . . . . . . . . . . . . . . . 33
     9.09  EMPLOYEE BENEFIT PLANS. . . . . . . . . . . . . . . 33
SECTION 10
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 11
THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     11.01 APPOINTMENT . . . . . . . . . . . . . . . . . . . . 51
     11.02 NATURE OF DUTIES. . . . . . . . . . . . . . . . . . 51
     11.03 LACK OF RELIANCE ON THE AGENTS. . . . . . . . . . . 51
     11.04 CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. . . . . 52
     11.05 RELIANCE. . . . . . . . . . . . . . . . . . . . . . 52
     11.06 INDEMNIFICATION . . . . . . . . . . . . . . . . . . 52
     11.07 THE AGENTS IN THEIR INDIVIDUAL CAPACITY . . . . . . 52
     11.08 HOLDERS . . . . . . . . . . . . . . . . . . . . . . 52
     11.09 RESIGNATION BY THE ADMINISTRATIVE AGENT . . . . . . 53
SECTION 12
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 54
     12.01 INDEMNIFICATION, PAYMENT OF EXPENSES, ETC.. . . . . 54
     12.02 RIGHT OF SETOFF . . . . . . . . . . . . . . . . . . 55
     12.03 NOTICES . . . . . . . . . . . . . . . . . . . . . . 55
     12.04 BENEFIT OF AGREEMENT. . . . . . . . . . . . . . . . 55
     12.05 NO WAIVER; REMEDIES CUMULATIVE. . . . . . . . . . . 57
     12.06 PAYMENTS PRO RATA . . . . . . . . . . . . . . . . . 57
     12.07 CALCULATIONS; COMPUTATIONS. . . . . . . . . . . . . 58
     12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
           WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . 58
     12.09 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . 59
     12.10 EFFECTIVENESS . . . . . . . . . . . . . . . . . . . 59
     12.11 HEADINGS DESCRIPTIVE. . . . . . . . . . . . . . . . 59
     12.12 AMENDMENT OR WAIVER . . . . . . . . . . . . . . . . 59
     12.13 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . 60
     12.14 DOMICILE OF LOANS . . . . . . . . . . . . . . . . . 60
     12.15 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . 60
     12.16 REGISTRY. . . . . . . . . . . . . . . . . . . . . . 60





                    Annex I             Commitments
                    Annex II            Bank Addresses
                    Exhibit 1.03        Form of Notice of Borrowing
                    Exhibit 1.05(a)     Form of Note
                    Exhibit 4.04(b)(ii) Form of Section 4.04(b)(ii) Certificate
                    Exhibit 5.05-A      Form of Opinion of Baker Botts L.L.P.
                    Exhibit 5.05-B      Form of Opinion of Walter A. Baker
                    Exhibit 5.06        Form of Officers' Certificate
                    Exhibit 7.01(c)     Form of Compliance Certificate
                    Exhibit 8.04(b)     Form of Guaranty
                    Exhibit 10.01A      Form of Assignment and Assumption
                                        Agreement



          THIS CREDIT AGREEMENT (this "AGREEMENT"), is entered into
as of April 7, 2000, among GLOBAL MARINE INC. ("BORROWER"), a
Delaware corporation, the lending institutions listed on ANNEX 1.1
hereto (each a "BANK" and, collectively, the "BANKS"), ABN AMRO
BANK N.V., as Administrative Agent (the "ADMINISTRATIVE AGENT"),
Co-Lead Arranger (a "CO-LEAD ARRANGER") and Book Runner (the "BOOK
RUNNER"), and CREDIT LYONNAIS New York Branch, as Documentation
Agent (the "DOCUMENTATION AGENT") and Co-Lead Arranger (a "CO-LEAD
ARRANGER," and together with the Administrative Agent,
Documentation Agent, the Co-Lead Arrangers and the Book Runner, the
"AGENTS").  Unless otherwise defined herein, all capitalized terms
used herein and defined in SECTION 10 are used herein as so
defined.

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


                            SECTION 1
                    AMOUNT AND TERMS OF CREDIT

          1.01 COMMITMENT.  (a) Subject to and upon the terms and
conditions herein set forth, each Bank severally agrees to make a
revolving credit loan or loans (each a "LOAN" or "REVOLVING CREDIT
LOAN") under the Facility to Borrower, which Revolving Credit Loans
(i) shall be made at any time and from time to time on and after
the Initial Borrowing Date and prior to the Revolving Loan 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
Revolving Credit 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) together with all other Loans,
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 equals (A) if such Bank is a Non-
Defaulting Bank, the Adjusted Commitment of such Bank at such time
and (B) if such Bank is a Defaulting Bank, the Commitment of such
Bank at such time.

          (b)  In no event shall the total of all Loans hereunder
exceed the Total Commitment.

          (c)  On the Revolving Loan Maturity Date all obligations
of the Banks to make further Revolving Credit Loans shall cease.

          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 five
Borrowings of Eurodollar Loans.

          1.03 NOTICE OF BORROWING.  Whenever Borrower desires to
incur Revolving Credit 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 1.03(a) hereto and shall be irrevocable and shall
specify (a) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (b) the date of Borrowing (which shall
be a Business Day) and (c) 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 Loans
made to it by each Bank shall be evidenced by a promissory note
substantially in the form of EXHIBIT 1.05(a) hereto with blanks
appropriately completed in conformity herewith (each a "NOTE" and,
collectively, the "NOTES").

          (b)  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 Closing Date, (iii) be in a stated principal amount equal to
the Commitment of such Bank on such date, (iv) be payable in the
aggregate unpaid principal amount of the Loans evidenced thereby,
(v) mature on the Revolving Loan Maturity Date, (vi) 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, (vii) be subject to mandatory prepayment as
provided in SECTION 4.02 and (viii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (c)  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 (a) 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, (b) 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, (c) 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 (d) 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 Revolving Credit 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
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
that is a Revolving Credit Loan shall bear interest at a rate
per annum which shall be equal to the sum of the relevant
Eurodollar Rate, plus the Applicable Eurodollar Margin in effect
from time to time.

          (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 applicable to 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 the Interest 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 Revolving
Loan 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: (a) 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)); (b) 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; (c) 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 (d) 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 SECTION 1.10(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) 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 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 any of SECTIONS 1.10 or 4.04.

          (b)  Notwithstanding anything in this Agreement to the
contrary, to the extent any notice required by any of SECTIONS
1.10, 1.11  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 any of SECTIONS 1.10, 1.11 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.  (a) Upon the occurrence of
any event giving rise to the operation of SECTION 1.10(a)(ii) or
(iii), SECTION 1.10(c) 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, (b) if a Bank
becomes a Defaulting Bank and/or (c) 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
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 and (B) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the
Replaced Bank pursuant to SECTION 3.01, 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
                      INTENTIONALLY OMITTED


                            SECTION 3
                        FEES; COMMITMENTS

          3.01 FEES.  (a) Borrower agrees to pay to the
Administrative Agent a facility fee ("FACILITY FEE") based on
Borrower's Rating, at the rates set forth below, pro rata for the
account of each Non-Defaulting Bank, with respect to its Commitment
in effect from the Closing Date until payment in full of the Notes,
which Facility Fee shall be based upon the total amount of such
Bank's Commitment, regardless of what amount may actually be
advanced and outstanding.  Such Facility Fee shall be due and
payable in arrears on the first Business Day of each March, June,
September and December and on the date the Notes are paid in full.

                           RATING       FACILITY FEE
                            A-/A3          .1%
                          BBB+/Baa1        .15%
                          BBB/Baa2         .175%
                          BBB-/Baa3        .225%
                           BB+/Ba1         .3%

          (b)  Borrower shall pay to the Administrative Agent for
its own account and/or for distribution to the Banks such Fees as
heretofore agreed in writing by Borrower and the Administrative
Agent.

          (c)  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 (a) any such
termination shall apply to proportionately and permanently reduce
the Commitment of each Bank, (b) no such reduction shall reduce any
Non-Defaulting Bank's Commitment to an amount that is less than the
outstanding Loans of such Bank and (c) 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 TERMINATION OF COMMITMENTS.  The Total Commitment
shall terminate on the Revolving Loan Maturity Date.


                            SECTION 4
                             PAYMENTS

          4.01 VOLUNTARY PREPAYMENTS.  Borrower shall have the
right to prepay Revolving Credit 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 (or the outstanding balance of such
Loans, if less) 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 REPAYMENTS.

          (A)  REQUIREMENTS:

          (a)  (i) If on any date the sum of the aggregate
outstanding principal amount of Revolving Credit Loans made by Non-
Defaulting Banks 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.

          (ii) If on any date the aggregate outstanding principal
amount of the Revolving Credit 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)  All outstanding principal and any accrued unpaid
interest shall be due and owing on the Revolving Loan Maturity Date

          (B)  APPLICATION:

          With respect to each prepayment of Revolving Credit Loans
required by SECTION 4.02, Borrower may designate the Types of
Revolving Credit 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 prepaid if
no Base Rate Revolving Credit Loans of Non-Defaulting Banks remain
outstanding; (ii) if any prepayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding
Revolving Credit 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 Revolving Credit Loans made by Non-
Defaulting Banks pursuant to a Borrowing shall be applied pro rata
among the Non-Defaulting Banks which made such Revolving Credit
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 no obligation, 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
Revolving Credit 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 Revolving Credit 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 Revolving Credit 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 Revolving
Credit 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 in
respect of Revolving Credit Loans 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.  These provisions contained in
SECTIONS 1.10, 1.11, 4.04, and elsewhere shall be interpreted in
the broadest possible terms to include any increased costs,
payments or reduced income for any reason, including, but
specifically not by way of limitation, due to taxes, capital
adequacy provisions, reserve requirements, withholding obligations,
costs due to the payment of any sums on a date other than the
regularly scheduled date or for any other reason, and Borrower does
hereby indemnify and hold harmless each Bank, for all such costs
and does agree to pay same or cover any Bank's expenses or losses
in regard to same.  Borrower shall immediately pay such sums to any
Bank as are necessary to mitigate all such items.  This obligation
is in addition to all other obligations of Borrower contained
herein.

          (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 W-8 ECI or W-8 BEN (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 W-8 ECI or W-8 BEN pursuant
to clause (i) above, (x) a certificate substantially in the form of
EXHIBIT 4.04(b)(ii) 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 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 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 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
W-8) 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
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.  On or prior to the Closing Date,
each of Borrower and the Banks shall have duly executed and
delivered this Agreement.

          5.02 EXECUTION OF NOTES.  On or prior to the Closing
Date, there shall have been delivered to the Administrative Agent
for the account of each Bank a Note executed by Borrower in the
amount of each Bank's commitment, containing terms as provided
herein.

          5.03 NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  On the
Closing 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 Closing Date, the
Administrative Agent shall have received a certificate dated as of
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 and 5.08 have been satisfied as of such
date, which certificate may be contained in the certificate
delivered under SECTION 5.06.

          5.05 OPINIONS OF COUNSEL.  On the Closing Date, the
Administrative Agent shall have received opinions, addressed to the
Administrative Agent and each of the Banks and dated the Closing
Date, from (a) Baker Botts L.L.P., counsel to Borrower, which
opinion shall cover the matters contained in EXHIBIT 5.05-A hereto
and (b) Walter A. Baker, Assistant General Counsel of Borrower,
which opinion shall cover the matters contained in EXHIBIT 5.05-B
hereto.

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

          (b)  On the Closing 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 LITIGATION.  On the Closing 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 Borrower to perform its obligations
to the Banks and the Administrative Agent under the Credit
Documents.

          5.08 APPROVALS.  On the Closing 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.

          5.09 FEES.  On the Closing Date, Borrower shall have paid
to the Agents and the Banks all Fees and expenses agreed upon by
such parties to be paid on or prior to such date.

          5.10 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
Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

          5.11 NOTICE OF BORROWING.  On the date of each Credit
Event, Borrower shall have delivered to the Administrative Agent,
the appropriate Notice of Borrowing in accordance with the
provisions hereof.

          5.12 FULFILLMENT OF CONDITIONS.  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 reasonably 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 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 (a) 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, (b) has the power and authority and has obtained all
requisite governmental licenses, authorizations, consents and
approvals (i) to own its property and assets and (ii) 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 Borrower to perform its
obligations to the Banks and the Administrative Agent under the
Credit Documents, and (c) 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.  The Borrower has the power and
authority to execute, deliver and carry out the terms and
provisions of each Credit Document and has taken all necessary
action to authorize the execution, delivery and performance of each
Credit Document.  The Borrower has duly executed and delivered each
Credit Document and each such Credit Document constitutes the
legal, valid and binding obligation of the Borrower, enforceable
against it in accordance with its terms, 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 the Borrower of the Credit Documents 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 Borrower to
perform its 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 Borrower to perform its
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, (a) are reasonably likely to have
a Material Adverse Effect or (b) 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 Borrower to perform its 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 used to support Borrower's ongoing
working capital needs, including acquisition of rigs, 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 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
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 which has not been disclosed herein or in such other
documents, certificates and statements furnished to the Banks for
use in connection with the transactions contemplated hereby.

          6.10 FINANCIAL CONDITION; FINANCIAL STATEMENTS.  (a) The
consolidated balance sheet of Borrower and the Subsidiaries at
December 31, 1999 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
PricewaterhouseCoopers L.L.P., independent certified public
accountants, who delivered an unqualified opinion in respect
thereof, copies of which have heretofore been furnished to each
Bank, present fairly in all material respects the financial
position of such entities at the date 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.  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,
1999 that has had or is reasonably likely to have a Material
Adverse Effect.

          (b)  There are, as of the Closing 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, are 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
Closing 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 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) 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 (ii) 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)
that has not been satisfied.  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) could not reasonably be expected to result in a
Material Adverse Effect.

          (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.  Exhibit 21.1 to Borrower's report on
Form 10-K for the year ended December 31, 1999 lists each
Subsidiary (and the direct and indirect ownership interest of
Borrower therein), in each case existing on the Closing Date.  All
the outstanding shares of Capital Stock of each Subsidiary owning
or leasing Principal Properties 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 Permitted Liens.

          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
reasonable 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 Principal Properties owned by them including all such
properties reflected in the consolidated balance sheets of Borrower
and the Subsidiaries as referred to in Section 6.10(a), 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)  Borrower's report on Form 10-K for the year ended
December 31, 1999 sets forth all the offshore drilling rigs owned
or leased for more than two years by Borrower or any Subsidiary on
the Closing 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
clauses (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 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 Closing Date
and thereafter for so long as this Agreement is in effect and until
the Commitments have terminated, no Notes are outstanding and the
Loans, 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 each fiscal year of Borrower during the term hereof,
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 (3) fiscal quarters of each fiscal year during
the term hereof, 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)  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, treasurer or other Authorized Officer in the
form of EXHIBIT 7.01(c) 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.

          (d)  NOTICE OF DEFAULT OR LITIGATION.  Promptly, and in
any event within (i) five Business Days after an executive officer
of Borrower obtains knowledge thereof, notice of; (y) 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 (z) notice of any change in any Rating of
Borrower, and (ii) 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 Borrower to perform
its obligations under the Credit Documents.

          (e)  AUDITORS' REPORTS.  Promptly upon receipt thereof,
a copy of each formal written 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.

          (f)  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 shall generally send to analysts or all holders of its
Capital Stock in their capacity as such holders (in each case to
the extent not theretofore delivered to the Banks pursuant to this
Agreement).

          (g)  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.

          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 could reasonably be expected to become a
Lien or charge upon any properties of Borrower or any Subsidiary
other than a Permitted Lien; 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 Borrower to perform its obligations under the
Credit Documents.

          7.07 GOOD REPAIR.  Borrower will, and will cause each
Subsidiary to, keep its properties and equipment (including all
Fleet Rigs) 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 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.

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

          7.09 ERISA.  As soon as possible and, in any event,
within 30 days after an executive officer of Borrower 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
would reasonably be expected to 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 to
terminate 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 that
would reasonably be expected to result in a Material Adverse
Effect, 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.




                            SECTION 8
                        NEGATIVE COVENANTS

          Borrower covenants and agrees that as of the Closing Date
and thereafter for so long as this Agreement is in effect and until
the Commitments have terminated, no Notes are outstanding and the
Loans, 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 materially
alter the character of the business of Borrower and the
Subsidiaries taken as a whole from that conducted at the Closing
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).

          8.02 CONSOLIDATION, MERGER, SALE OF ASSETS, ETC.
Borrower shall not 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 so
long as a Subsidiary or Borrower is the surviving Person (including
a surviving Person that becomes a Subsidiary as a result of such
transaction) 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;

          (b)  any sale or disposition of assets (including the
stock of Subsidiaries); PROVIDED, HOWEVER, that all proceeds of
such sales shall be used without violating the provisions of
SECTION 8.01 and each such sale or disposition shall be in an
amount at least equal to the fair market value thereof; or

          (c)  the existence or foreclosure (or transfer in lieu
of) of any Lien permitted hereunder or the consummation of any
transaction permitted under the Credit Documents.

          8.03 INDEBTEDNESS AND LIENS.  (a) The Borrower shall not,
and shall not permit any of its Subsidiaries to, issue, assume or
guarantee any Indebtedness for borrowed money secured by any Lien
upon any Principal Property or any shares of stock or indebtedness
of any Subsidiary that owns or leases a Principal Property (whether
such Principal Property, shares of stock or indebtedness are now
owned or hereafter acquired) without making effective provision
whereby the Obligations (together with, if the Borrower shall so
determine, any other Indebtedness or other obligation of the
Borrower or Subsidiaries) shall be secured equally and ratably with
(or, at the option of the Borrower, prior to) the Indebtedness so
secured for so long as such Indebtedness is so secured.  The
foregoing restrictions will not, however, apply to Indebtedness
secured by Permitted Liens, PROVIDED all such Indebtedness must
comply with any applicable provisions of SECTION 8.04(b).

          (b)  Notwithstanding the foregoing, the Borrower and its
Subsidiaries may, without securing the Obligations, issue, assume
or guarantee Indebtedness that would otherwise be subject to the
foregoing restrictions in an aggregate principal amount that,
together with all other such Indebtedness of the Borrower and its
Subsidiaries that would otherwise be subject to the foregoing
restrictions (not including Indebtedness permitted to be secured
under the definition of Permitted Liens) and the aggregate amount
of Attributable Indebtedness deemed outstanding with respect to
Sale/Leaseback Transactions (other than those in connection with
which the Borrower has voluntarily retired any of the Obligations,
any Pari Passu Indebtedness or any Funded Indebtedness pursuant to
Section 8.06(c)) does not at any one time exceed 10% of
Consolidated Net Tangible Assets of the Borrower and its
consolidated subsidiaries.

          8.04 RESTRICTIONS ON SUBSIDIARIES.  (a) Borrower shall
not create or suffer to exist or allow any Subsidiary to create or
suffer to exist, any encumbrance or restriction which, directly or
indirectly, prohibits or otherwise restricts the ability of any
Subsidiary to (i) pay Dividends or make other distributions or pay
any Indebtedness owed to Borrower or any Subsidiary, (ii) make
loans or advances to Borrower or any Subsidiary or (iii) 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) as required by any bare boat
     charter;

          (E)  Any other encumbrance or restriction in effect on
     the Closing Date and any refinancing, extension or renewal
     thereof, so long as such refinancing, extension or renewal is
     no more restrictive than that existing on the Closing Date;

          (F)  Permitted Liens and other Liens permitted to exist
     under the Credit Documents 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).

          (b)  Borrower shall not permit any Subsidiary to incur,
or become liable for, directly or indirectly, any Indebtedness for
borrowed money unless (i) such Indebtedness is non-recourse to the
Borrower and all other Subsidiaries, (ii) such Indebtedness is
permitted under SECTION 8.03(b) hereof; or (iii) such Subsidiary
guarantees the Obligations equally and ratably with such
Indebtedness of the Subsidiary by executing a guaranty agreement in
the form of EXHIBIT 8.04(b).

          8.05 TRANSACTIONS WITH AFFILIATES.  Borrower shall not,
directly or indirectly, enter into any transaction or series of
transactions after the Closing Date whether or not in the ordinary
course of business, with any Affiliate other than on terms and
conditions substantially as favorable to Borrower as would be
obtainable by Borrower 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 (a)
employment arrangements entered into in the ordinary course of
business with officers of Borrower, (b) customary fees paid to
members of the Board of Directors of Borrower and (c) all
transactions between or among Borrower and one or more Wholly-Owned
Subsidiaries.

          8.06 LIMITATION ON SALE/LEASEBACK TRANSACTIONS.  The
Borrower shall not, and shall not permit any Subsidiary to, enter
into any Sale/Leaseback Transaction with any Person (other than the
Borrower or a Subsidiary) unless:

          (a)  the Borrower or such Subsidiary would be entitled to
incur Indebtedness in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction
secured by a Lien on the property subject to such Sale/Leaseback
Transaction pursuant to SECTION 8.03 or 8.04 without equally and
ratably securing the Loans pursuant to such covenant;

          (b)  after the Closing Date and within a period
commencing nine (9) months prior to the consummation of such
Sale/Leaseback Transaction and ending nine (9) months after the
consummation thereof, the Borrower or such Subsidiary shall have
expended for property used or to be used in the ordinary course of
business of the Borrower and its Subsidiaries an amount equal to
all or a portion of the net proceeds of such Sale/Leaseback
Transaction and the Borrower shall have elected to designate such
amount as a credit against such Sale/Leaseback Transaction (with
any such amount not being so designated to be applied as set forth
in clause (c) below or as otherwise permitted); or

          (c)  the Borrower, during the nine (9) month period after
the effective date of such Sale/Leaseback Transaction, shall have
applied to either (i) the voluntary defeasance or retirement of any
Obligations, any Pari Passu Indebtedness or any Funded Indebtedness
or (ii) the acquisition of one or more Principal Properties at fair
value, an amount equal to the greater of the net proceeds of the
sale or transfer of the property leased in such Sale/Leaseback
Transaction and the fair value, as determined by the Board of
Directors of the Borrower and evidenced by a Board Resolution, of
such property at the time of entering into such Sale/Leaseback
Transaction (in either case adjusted to reflect the remaining term
of the lease and any amount expended by the Borrower as set forth
in clause (b) above), less an amount equal to the sum of the
principal amount of the Obligations, Pari Passu Indebtedness and
Funded Indebtedness voluntarily defeased or retired by the Borrower
plus any amount expended to acquire any Principal Properties at
fair value, within such nine-month period and not designated as a
credit against any other Sale/Leaseback Transaction entered into by
the Borrower or any Subsidiary during such period.

          8.07 CASH INTEREST COVERAGE RATIO. Borrower shall not
permit the ratio of (a) Consolidated EBITDA for any four
consecutive complete fiscal quarters then last ended to (b)
Consolidated Cash Interest Expense of Borrower for such period,
commencing with the fiscal quarter ending March 31, 2000, to be
less than the following ratio for the periods indicated:

        THROUGH END OF      JANUARY 1, 2001-      ALL SUBSEQUENT
      CALENDAR YEAR 2000    DECEMBER 31, 2001         PERIODS

           2.25 to 1.0         2.5 to 1.0          3.0 to 1.0

          8.08 DEBT TO CAPITALIZATION RATIO. Borrower shall not
permit the ratio of its Consolidated Indebtedness to its
Consolidated Total Capitalization measured at the end of each
fiscal quarter, commencing with the quarter ending March 31, 2000,
to be greater at any time than the following ratio for the periods
indicated:

                THROUGH END OF             ALL OTHER
              CALENDAR YEAR 2000       SUBSEQUENT PERIODS

                  .50 TO 1.0                .45 TO 1.0

          8.09 TANGIBLE NET WORTH.  Borrower shall not permit
Consolidated Tangible Net Worth, measured at the end of each fiscal
quarter after January 1, 1998 to be less than the sum of (a) $525.0
million, PLUS (b) an amount (added at the end of each fiscal
quarter) equal to the greater of (x) $0 and (y) (A) 50% of
Consolidated Net Income from January 1, 1998 to the end of such
quarter (without giving effect to the proviso thereto) and (B) 75%
of the value of any consideration received (net of issuance costs)
(other than from the Borrower or any Subsidiary) in connection with
the issuance of any capital stock by the Borrower or any subsidiary
subsequent to December 9, 1997,  and at any time during the term
hereof.  In the case of any such issuance for non-cash
consideration, the value of the consideration received shall be
deemed to be the net increase in Consolidated Tangible Net Worth
resulting from the issuance (after giving effect to, without
limitation, any goodwill or other intangibles created by the
transaction or any writedown or writeoff in connection with the
transaction).



                            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 one (1) or more Business Days after
notice (written or oral) from the Administrative Agent or any Bank
directed to the Chief Executive Officer, Chief Financial Officer,
Treasurer or Controller of the Borrower, in the payment when due of
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 the Borrower 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 SECTIONS 7.08, 8.01, 8.02, 8.07,
8.08, or 8.09 or (b) Borrower 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 thirty (30) days
after notice to any of the officers of Borrower named in
SECTION 9.01(a) 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
(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 $25.0 million or more;
or

          9.05 BANKRUPTCY, ETC.  Borrower or any significant
Subsidiary (as such term is defined in Article 1, Rule 1-02 of
Regulation S-X of the Securities and Exchange Commission as in
effect on the date hereof) 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 significant 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 significant Subsidiary; or Borrower or
any significant 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 such significant Subsidiary; or there is commenced
against Borrower or any significant Subsidiary any such case or
proceeding which remains undismissed for a period of sixty (60)
days; or Borrower or any significant 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 significant 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 sixty (60) days;
or Borrower or any significant Subsidiary makes a general
assignment for the benefit of creditors; or any corporate action is
taken by Borrower or any significant Subsidiary for the purpose of
effecting any of the foregoing; or

          9.06 [INTENTIONALLY OMITTED].

          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, stayed or bonded pending
appeal within sixty (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.  (a) Any member of the ERISA
Group shall fail to pay when due an amount or amounts which it
shall have become liable to pay under Title IV of ERISA; or(b)
notice of intent to terminate a Plan shall be filed under
Section 4041(c) of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or (c) 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 (d) 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 or (e) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan; or (f) any Lien in favor of the PBGC or a Plan
shall arise on the assets of any member of the ERISA Group or a
Subsidiary; and in each case in items (a) through (f) above, such
event or condition, together with all other events or conditions,
if any, could reasonably be expected to result in a Material
Adverse Effect;

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
terminated, whereupon the Commitment of each Bank shall forthwith
terminate immediately and any Facility Fee and any earned, unpaid
fees 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 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; and (iii) apply any amounts held as cash collateral
pursuant to SECTION 4.02.




                            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:

          "ABN" shall mean ABN AMRO Bank N.V.

          "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
aggregate outstanding principal amount of Revolving Credit Loans of
all Non-Defaulting Banks exceed 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 aggregate outstanding principal
amount of the Revolving Credit Loans of all Non-Defaulting Banks 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
Revolving Credit Loans 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 outstanding
principal of Revolving Credit Loans made by such Bank equaling such
Bank'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; this term 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.

          "AGENTS" see the first paragraph of this Agreement.

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

          "APPLICABLE BASE RATE MARGIN" shall be equal to zero, as
of the Closing Date.

          "APPLICABLE EURODOLLAR MARGIN" shall mean the following:
the Applicable Eurodollar Margin shall be equal to the percentage
per annum set forth below opposite Borrower's applicable Rating,
effective as of the date such Rating is published or announced:

                      APPLICABLE
                      EURODOLLAR
                        RATING              MARGIN

                        A- / A3              .40%
                      BBB+ / Baa1            .475%
                      BBB / Baa2             .575%
                      BBB- / Baa3            .775%
                       BB+ / Ba1            1.075%;

PROVIDED, the above listed figures shall each be increased at any
time, and for so long as, the Revolving Credit Loans, in the
aggregate, equal: (i) twenty-five percent (25%) or more of the
Total Commitment but less than fifty percent (50%), by adding 12.5
basis points (.125%) thereto, and (ii) fifty percent (50%) or more
of the Total Commitment, by adding 25 basis points (.25%) thereto.

          "ASSIGNMENT AND ASSUMPTION AGREEMENT" shall mean the
Assignment and Assumption Agreement substantially in the form of
EXHIBIT 10.01A hereto (appropriately completed).

          "ATTRIBUTABLE INDEBTEDNESS," when used with respect to
any Sale/Leaseback Transaction, means, as at the time of
determination, the present value (discounted at the rate set forth
or implicit in the terms of the lease included in such transaction)
of the total obligations of the lessee for rental payments (other
than amounts required to be paid on account of taxes, maintenance,
repairs, insurance, assessments, utilities, operating and labor
costs and other items which do not constitute payments for property
rights) during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such
lease has been extended).  In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net
amount shall be the lesser of the net amount determined assuming
termination upon the first date such lease may be terminated (in
which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be
so terminated) or the net amount determined assuming no such
termination.

          "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 (a) the Commitment of such Bank over (b) the
aggregate outstanding principal amount of Revolving Credit Loans
made by such Bank.

          "BANK" see the first paragraph of this Agreement.

          "BANK DEFAULT" shall mean (a) the refusal (which has not
been retracted) of a Bank to make available its portion of any
incurrence of Loans or (b) a Bank having notified the
Administrative Agent and/or Borrower that it does not intend to
comply with the obligations under SECTION 1.01, in the case of
either (a) or (b) 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 (a) the
rate which is one-half of 1% in excess of the Federal Funds Effective Rate
and (b) 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 Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.

          "BOARD RESOLUTION" means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Borrower to have
been duly adopted by the Board of Directors and to be in full force
and effect on the date of such certification, and delivered to the
Administrative Agent.

          "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 other
than a Defaulting Bank on a pro rata basis.

          "BUSINESS DAY" shall mean (a) for all purposes other than
as covered by clause (b) 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 (b) 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 (a) 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 in
each case taken at the amount thereof accounted for as liabilities
in accordance with GAAP.

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

          "CHANGE OF CONTROL" shall mean an event or series of
events by which (a) 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 50% of the voting power of the then outstanding Voting Stock
of Borrower; or (b) 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.

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

          "CLOSING DATE" shall mean the date this Agreement is
executed as shown on page 1 hereof.

          "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 Closing 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 as the
same may be (x) reduced from time to time pursuant to SECTIONS
3.02, 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.

          "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 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 EBITDA" 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) Consolidated
Interest Expense, (iv) amortization or write-off of deferred
financing costs to the extent deducted in determining Consolidated
Net Income, (v) depreciation expense of Borrower and the
Subsidiaries, (vi) amortization expense of Borrower and the
Subsidiaries, and (vii) 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 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
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 and (ii) all Capitalized Lease Obligations under the
Capitalized Lease (as in effect on the Closing 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 in accordance with GAAP on a
consolidated basis with respect to all outstanding Indebtedness of
Borrower and the 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 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) 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 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 and,
(ii) except to the extent included pursuant to clause (i) 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.

          "CONSOLIDATED NET TANGIBLE ASSETS" means the total amount
of assets (less applicable reserves and other properly deductible
items) after deducting (a) all current liabilities (excluding the
amount of those which are by their terms extendable or renewable at
the option of the obligor to a date more than 12 months after the
date as of which the amount is being determined and current
maturities of long-term debt) and (b) all goodwill, tradenames,
trademarks, patents, unamortized debt discount and expense and
other like intangible assets, all as set forth on the most recent
quarterly balance sheet of the Borrower and its consolidated
subsidiaries and determined in accordance with GAAP.

          "CONSOLIDATED TANGIBLE NET WORTH" shall mean, at any
time, the net tangible worth of Borrower and the Subsidiaries on a
consolidated basis determined in accordance with GAAP.

          "CONSOLIDATED TOTAL CAPITALIZATION"  shall mean, at any
time, the consolidated total Indebtedness plus shareholders equity
of Borrower and its Subsidiaries.

          "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
and any document executed in connection therewith.

          "CREDIT EVENT" shall mean and include the making of a
Loan.

          "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.

          "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
October 14, 2002.

          "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 Closing 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 Closing 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.

          "DOCUMENTATION AGENT" - see the first paragraph of this
Agreement, this term shall include any successor to the current
Documentation Agent.

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

          "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.

          "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.

          "FACILITY" shall mean all Loans and other accommodations
available under the credit facility established under this
Agreement, evidenced and limited by the Total Commitment.

          "FACILITY FEE" shall have the meaning set forth in
SECTION 3.01(a).

          "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.

          "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.

          "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.

          "FUNDED INDEBTEDNESS" means all Indebtedness (including
Indebtedness incurred under any revolving credit, letter of credit
or working capital facility) that matures by its terms, or that is
renewable at the option of any obligor thereon to a date more than
one year after the date on which such Indebtedness is originally
incurred.

          "GAAP" shall mean generally accepted accounting
principles in the United States of America as in effect on the
Closing 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.

          "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.

          "INDEBTEDNESS" of any Person means, without duplication,
(a) all indebtedness of such Person for borrowed money (whether or
not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof), (b) all obligations of
such Person evidenced by bonds, debentures, notes or other similar
instruments, (c) all obligations of such Person in respect of
letters of credit  or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of
credit, performance bonds, surety bonds and other obligations
issued by or for the account of such Person in the ordinary course
of business, to the extent not drawn or, to the extent drawn, if
such drawing is reimbursed not later than the third Business Day
following demand for reimbursement, (d) all obligations of such
Person to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in
the ordinary course of business, (e) all Capitalized Lease
Obligations of such Person, (f) all Indebtedness of others secured
by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person (PROVIDED that if the
obligations so secured have not been assumed in full by such Person
or are not otherwise such Person's legal liability in full, then
such obligations shall be deemed to be in an amount equal to the
greater of (i) the lesser of (A) the full amount of such
obligations and (B) the fair market value of such assets, as
determined in good faith by the Board of Directors of such Person,
which determination shall be evidenced by a Board Resolution, and
(ii) the amount of obligations as have been assumed by such Person
or which are otherwise such Person's legal liability), and (g) all
Indebtedness of others (other than endorsements in the ordinary
course of business) guaranteed by such Person to the extent of such
guarantee.

          "INDENTURE" shall mean the Indenture dated as of
September 1, 1997 between Borrower and Wilmington Trust Company, as
trustee, under which the issuance of $300,000,000.00 of Senior
Unsecured Notes by the Borrower was authorized, 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.

          "JOINT VENTURE" means (a) with respect to properties
located in the United States, any partnership, corporation or other
entity, in which up to and including 50% of the partnership
interests, outstanding voting stock or other equity interests is
owned, directly or indirectly, by the Borrower and/or one or more
Subsidiaries, and (b) with respect to properties located outside
the United States, any partnership, corporation or other entity, in
which up to and including 60% of the partnership interests,
outstanding voting stock or other equity interests is owned,
directly or indirectly, by the Borrower and/or one or more
Subsidiaries.

          "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.

          "LIEN" means any mortgage, pledge, lien, encumbrance,
charge or security interest (including any agreement to give any of
the foregoing).  For purposes of this Agreement, the Borrower or
any Subsidiary of the Borrower shall be deemed to own, subject to
a Lien, any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale
agreement, Capitalized Lease Obligation or other title retention
agreement relating to such asset.

          "LOAN" - see SECTION 1.01(a).  Loans shall mean the
Revolving Credit Loans.

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

          "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.

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

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

          "NOTE" or "NOTES" - see SECTIONS 1.05(a) and 1.05(b).

          "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 208 South LaSalle Street, Suite 1503,
Chicago, IL 60605, 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.

          "PARI PASSU INDEBTEDNESS" means any Indebtedness of the
Borrower, whether outstanding on the Closing Date or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that
such Indebtedness shall be subordinated in right of payment to the
Loans.

          "PAYMENT OFFICE" shall mean the office of the
Administrative Agent at ABN AMRO Bank N.V., New York, New York,
ABA #026009580, F/O ABN AMRO Bank N.V., Chicago Branch CPU, Account
#650-001-1789-41, Reference: Global Marine Inc., 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 LIENS" shall mean (a) Liens existing on the
Closing Date; (b) Liens on property or assets of, or any shares of
stock of, or other equity interests in, or indebtedness of, any
Person existing at the time such Person becomes a Subsidiary of the
Borrower or at the time such Person is merged into or consolidated
with the Borrower or any of its Subsidiaries or at the time of a
sale, lease or other disposition of the properties of a Person (or
a division thereof) as an entirety or substantially as an entirety
to the Borrower or a Subsidiary; (c) Liens in favor of the Borrower
or any of its Subsidiaries; (d) Liens in favor of governmental
bodies to secure progress or advance payments; (e) Liens securing
industrial revenue or pollution control bonds; (f) Liens on assets
existing at the time of acquisition thereof, securing all or any
portion of the cost of acquiring, constructing, improving,
developing or expanding such assets or securing Indebtedness
incurred prior to, at the time of, or within twelve (12) months
after, the later of the acquisition, the completion of
construction, improvement, development or expansion or the
commencement of commercial operation of such assets, for the
purpose of (i) financing all or any part of the purchase price of
such assets or (ii) financing all or any part of the cost of
construction, improvement, development or expansion of any such
assets; (g) Liens on contracts, agreements or instruments of a
Subsidiary entered into in connection with a transaction referred
to in clause (f); (h) statutory liens or landlords', carriers',
warehouseman's, mechanics', suppliers', materialmen's, repairmen's
or other like Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in
good faith by appropriate proceedings; (i) Liens on the stock,
partnership or other equity interest of the Borrower or any
Subsidiary in any Joint Venture or any Subsidiary that owns an
equity interest in such Joint Venture to secure Indebtedness,
provided the amount of such Indebtedness is contributed and/or
advanced solely to such Joint Venture; and (j) any extensions,
substitutions, replacements or renewals in whole or in part of a
Lien enumerated in clauses (a) through (i) above.

          "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 (a) is maintained, or contributed to, by
any member of the ERISA Group for employees of any member of the
ERISA Group or (b) 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 ABN
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.
ABN may make commercial loans or other loans at rates of interest
at, above or below the Prime Lending Rate.

          "PRINCIPAL PROPERTY" means any drilling rig or drillship,
or integral portion thereof, owned or leased by the Borrower or any
Subsidiary and used for drilling offshore oil and gas wells, which,
in the opinion of the Board of Directors, is of material importance
to the business of the Borrower and its Subsidiaries taken as a
whole, but no such drilling rig or drillship, or portion thereof,
shall be deemed of material importance if its net book value (after
deducting accumulated depreciation) is less than 2% of Consolidated
Net Tangible Assets.

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

          "RATING" shall mean the Indebtedness quality rating most
recently published in respect of the Borrower's long-term
Indebtedness by Moody's or S&P; PROVIDED, in the event that Moody's
and S&P provide different Ratings of the Borrower, all calculations
of Fees and Applicable Eurodollar Margins shall utilize the higher
Rating, PROVIDED, FURTHER, if the Ratings are two (2) or more
grades apart, the Rating one level above the lowest shall be
utilized for all calculations and computations.

          "RCRA" shall mean the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Statute 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.

          "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) 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 at such time).

          "REVOLVING CREDIT LOAN" - see SECTION 1.01(a).

          "REVOLVING LOAN MATURITY DATE" shall mean October 31,
2000, unless accelerated pursuant to SECTION 9.

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

          "SALE/LEASEBANK TRANSACTION" means any arrangement with
any Person pursuant to which the Borrower or any Subsidiary leases
any Principal Property that has been or is to be sold or
transferred by the Borrower or the Subsidiary to such Person, other
than (a) temporary leases for a term, including renewals at the
option of the lessee, of not more than five years, (b) leases
between the Borrower and a Subsidiary or between Subsidiaries, (c)
leases of Principal Property executed by the time of, or within 12
months after the latest of, the acquisition, the completion of
construction or improvement, or the commencement of commercial
operation of the Principal Property, and (d) arrangements pursuant
to any provision of law with an effect similar to the former
Section 168(f)(8) of the Internal Revenue Code of 1954.

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

          "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.

          "SUBSIDIARY" of any Person shall mean and include (a) 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 (b) any
partnership, association, joint venture or other entity in which
such Person directly or indirectly through Subsidiaries, has an
equity interest in excess of that for the respective type of entity
referenced in the definition of Joint Ventures 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, which shall equal a maximum
of $50,000,000.00, subject to reductions as herein provided.

          "TOTAL UNUTILIZED COMMITMENT" shall mean, at any time,
(a) the Total Commitment at such time less (b) the aggregate
principal amount of all Loans at such time.

          "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.

          "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.

          "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 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 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 AGENTS

          11.01  APPOINTMENT.  The Banks hereby designate the
Agents named in the first paragraph on page one hereof as Agents 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, ABN as 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.

          11.02     NATURE OF DUTIES.  None of the Agents shall
have any duties or responsibilities except those expressly set
forth in this Agreement and the other Credit Documents.
Specifically, without limitation, 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 all of 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 the
taking or not taking of any action in connection herewith and (b)
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     INDEMNIFICATION, PAYMENT OF EXPENSES, ETC.
Borrower agrees 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 all
counsel to the Administrative Agent, and of the Administrative
Agent itself, 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), 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
investigation, 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
noncompliance 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 wilful 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 has
occurred and is continuing, 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 may prior to receipt
of written confirmation act without liability upon the basis of
such telephonic notice, believed by the Administrative Agent 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 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 he 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, (i) any Bank may
assign all or a portion of its outstanding Commitment and its
rights and obligations hereunder to its Affiliate or to another
Bank, and (ii) with the consent of the Administrative Agent 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 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 less than $5.0 million unless
the entire Commitment of the assigning Bank is so assigned.  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), (A) ANNEX I hereto shall be deemed to be amended
to reflect the Commitment of the respective assignee, and of the
other Banks, and (B) 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 if 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 if 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, if 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 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 and unless
otherwise specified herein all calculations made hereunder shall be
made and prepared in accordance with GAAP consistently applied
throughout the periods involved for Borrower and its Subsidiaries
on a consolidated basis (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, 1997 historical financial statements of Borrower
delivered to the Banks 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 worksheets.

          (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; USURY SAVINGS CLAUSE.  (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUEE 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 IF 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.

          (D)  NOTWITHSTANDING ANYTHING ELSE HEREIN CONTAINED,
BORROWER SHALL NEVER BE REQUIRED TO PAY ANY SUMS HEREUNDER THAT
CONSTITUTE INTEREST AND THAT WOULD REQUIRE OR PERMIT PAYMENT OF
INTEREST AT A RATE HIGHER THAN THE MAXIMUM NON-USURIOUS RATE
ALLOWED BY APPLICABLE LAW.

          12.09     COUNTERPARTS.  This Agreement may be executed
in any number of counterparts and by the different parties hereto
on separate counterparts, which may be delivered in original or
facsimile form, 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 "CLOSING DATE") on which (a) Borrower
and each of the Required Banks shall have signed and delivered to
the Agent a copy hereof, whether the same or different copies and
whether delivered in original form or by facsimile and (b) each of
the conditions listed in SECTION 5 shall have been fulfilled to the
reasonable satisfaction of the Administrative Agent.

          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 Revolving Loan Maturity Date,
or reduce the rate or extend the time of payment of interest (other
than as a result of waiving the applicability or 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 (if it being understood that
a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment 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 (if 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 Closing Date), or (v)
consent to the assignment or transfer by Borrower of any of its
rights and obligations under this Agreement.

          (b)  If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement
as contemplated by clause (i), (iii), (iv) or (v) 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, 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 if it will record the Commitments from time to
rime 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.


                     [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/ W. Matt Ralls
Telecopy:     (281) 596-5826                   W. Matt Ralls
Telephone:   (281) 596-5810                 Senior Vice President,
Attention:   W. Matt Ralls                  Chief Financial Officer
                                                and Treasurer






                              ABN AMRO BANK N.V., Individually
                              and as Administrative Agent



                              By:    /s/ Stuart Murray
                              Name:  Stuart Murray
                              Title: Vice President



                              By:    /s/ Charles W. Randall
                              Name:  Charles W. Randall
                              Title: Senior Vice President




                              CREDIT LYONNAIS, NEW YORK BRANCH,
                              Individually and as Documentation
                              Agent



                              By:    /s/ Philippe Soustra
                              Name:  Philippe Soustra
                              Title: Senior Vice President






                                                          ANNEX I


                           COMMITMENTS



                      BANK                COMMITMENT
      ABN AMRO Bank N.V.                 $25,000,000.00
      Credit Lyonnais New York Branch     25,000,000.00

                               Total     $50,000,000.00





                                                         ANNEX II


                          BANK ADDRESSES

ABN AMRO Bank N.V.
208 South LaSalle
Suite 1503
Chicago, Illinois 60605
Attention:  Betty Golebiowski and
                 Suzanne Smith
Tel. No.: (312) 992-5081 and -5095
Fax No.:  (312) 992-5157

With a copy to:

Three Riverway
Suite 1700
Houston, Texas 77056
Attention: Stuart Murray
Tel. No.: (713) 964-3358
Fax No.:  (713) 621-5801

Credit Lyonnais New York Branch
1000 Louisiana
Suite 5360
Houston, Texas 77002
Attention: David Gurghigian
Tel. No.: (713) 753-8709
Fax No.:  (713) 751-0307
Alternative Fax No.: (713) 751-0421

With a copy to:

1000 Louisiana
Suite 5360
Houston, Texas 77002
Attention: Bernadette Archie
Tel. No.: (713) 753-8723
Fax No.:  (713) 759-9766
Alternative Fax No.: (713) 751-0421