Exhibit 10.28



Document No. 8                                                   EXECUTIVE COPY
Forms of Floating Rate Note,                                          Exhibit 2
Guarantee and Trustee's Authentication Certificate           to Trust Indenture

<PAGE>

                                   $81,000,000


                       UNITED STATES GOVERNMENT GUARANTEED

                   EXPORT SHIP FINANCING NOTE, GALILEO SERIES

                               Floating Rate Note

                                    Issued by

                               CHILES GALILEO LLC

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

         CHILES GALILEO LLC, a Delaware limited liability company (herein called
the "Shipowner"), FOR VALUE RECEIVED, promises to pay to Citibank International
plc, as Facility Agent for the Lenders under the Credit Agreement referred to
below (the "Facility Agent") at the corporate offices of U.S. Bank National
Association, a national banking association, in its capacity as Indenture
Trustee (the "Indenture Trustee"), at 180 East Fifth Street, St. Paul, MN 55101,
or at such other address of the Indenture Trustee or any Paying Agent as the
Indenture Trustee may direct from time to time in writing, the principal sum of
Eighty-One Million Dollars ($81,000,000) on the fourth Payment Date, and to pay
interest, semiannually on March 1 and September 1 of each year, commencing on
March 1, 2002 until the earlier of (i) the 1st or 15th day of a month, whichever
occurs first, following the Delivery Date or (ii) August 15, 2003 (said earlier
date herein the "Commencement Date"), on the Commencement Date and on each
Payment Date thereafter (the "Interest Payment Date"), on the unpaid principal
amount of this Note at the Applicable Interest Rate as defined below, until
payment of said principal sum has been made, and at the same rate per annum on
any overdue principal.

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

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

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<PAGE>

so long as those entries are each supported by a Certificate Authorizing
Advance and signed by the Shipowner and the Secretary.

         "Applicable Interest Rate" has the following meaning:

         (a) with respect to any portion of this Note that is funded by GOVCO
Incorporated (the "Primary Lender") through its issuance of commercial paper
notes and so long as the Primary Lender is the holder of the indebtedness
related to such funded portion, the sum of (i) the Primary Lender's weighted
average cost (defined below) related to the issuance of commercial paper notes
and other short-term borrowings or the sale of participation interests
(collectively, "Commercial Paper"), which in each case have been allocated by
the Primary Lender to this Note, which rate includes related issuance costs
incurred by the Primary Lender plus (ii) 0.30% per annum, as calculated by the
Indenture Trustee for each Interest Period (as defined below) based on the
weighted average cost of Commercial Paper specified in a written notice sent by
the Facility Agent to the Indenture Trustee, the Shipowner and the United States
of America, represented by the Secretary of Transportation, acting by and
through the Maritime Administrator (the "Secretary") at least five (5) Business
Days (as defined below) prior to each Interest Payment Date on which the
interest so calculated is payable. The Applicable Interest Rate shall, based on
such notice, be specified in a written notice sent by the Indenture Trustee to
the Shipowner, the Facility Agent and the Secretary at least four (4) Business
Days prior to each Interest Payment Date on which the interest so calculated is
payable. For purposes of the foregoing, the Primary Lender's "weighted average
cost" of Commercial Paper shall consist of (i) the actual interest or discount
paid to purchasers of Commercial Paper, (ii) the costs associated with the
issuance of the Commercial Paper and (iii) other borrowings the Primary Lender
may incur, including the amount to fund small or odd dollar amounts that are not
easily accommodated in the commercial paper market; and

         (b) with respect to any portion of the Note that is funded by Citibank,
N.A. (the "Alternate Lender") or to the extent that a portion of the Note held
by the Primary Lender is assigned to the Alternate Lender or to any other
assignee, then, from and after the applicable the Business Day on which the
Primary Lender or Alternative Lender, as applicable, shall have initially funded
the outstanding principal amount thereof or the effective date of such
assignment, as the case may be, a rate per annum equal to LIBOR (as defined
below) plus 0.30%; provided, however, that, if the Indenture Trustee shall have
received notice from the Alternate Lender or assignee that such Alternate Lender
or assignee shall have determined, prior to the commencement of any Interest
Period that: (A) dollar deposits of sufficient amount and maturity for a funding
under the Credit Agreement dated October 31, 2001 among the Shipowner, the
Primary Lender, the Alternate Lender, the Facility Agent and Citibank North
America, Inc., as Primary Lender Agent of any portion of this Note (an
"Advance") are not available to such Lender in the London Interbank Market in
the ordinary course of business; or (B) by reason of circumstances affecting the
relevant market, adequate and fair means do not exist for ascertaining the rate
of interest to be applicable to the Note; or (C) the relevant rate of interest
referred to in the definition of LIBOR which is to be used to determine the rate
of interest for this Note does not cover the funding cost to such Lender of
funding or maintaining this Note; or (D) such Lender is unable to establish
LIBOR for the relevant Interest Period; then, in any such event, the Indenture
Trustee shall give notice to the Shipowner and the Secretary of such condition
and interest shall, effective as of the date of such notice and so long as such
condition


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shall exist, accrue during each applicable Interest Period at the
Federal Funds Rate (as defined below) plus 0.30%; provided, further, however
that if, in the applicable Lender's reasonable judgment, it becomes unlawful at
any time for such Lender to make or maintain fundings under the Note based upon
LIBOR, the Facility Agent on behalf of the Lender shall so notify the Indenture
Trustee and the Secretary, who shall give notice to the Shipowner of such
determination and, effective, as of the date of such notice and so long as such
condition shall exist, interest shall thereafter accrue during each applicable
Interest Period at the Federal Funds Rate plus 0.30%.

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

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

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

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


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

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

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

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


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


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<PAGE>

Guarantee shall previously have been made by the Indenture Trustee, but any
failure to publish such notice or any defect therein shall not affect in any way
any rights of the Indenture Trustee or any Holder of this Note in respect of
such Indenture Default.

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

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

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

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

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


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<PAGE>

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

         This Note is also subject to repayment, upon the terms and conditions
provided in the Indenture and upon like notice, through the operation of a
mandatory repayment schedule providing for the repayment on each Payment Date at
one hundred percent (100%) of the principal amount thereof plus interest accrued
thereon to such date, of a principal amount equal to the applicable semiannual
installments indicated below and on the earlier of (i) the date on which the
Shipowner has issued Bonds under the Indenture to refinance this Note and (ii)
the fourth Payment Date, the entire unpaid principal amount of this Note shall
be paid in full, together with all interest accrued thereon to such date,
provided, however, that notwithstanding the foregoing provisions of this
paragraph, that in case the principal amount of this Note shall be reduced by
reason of any prepayment or redemption described in the second next succeeding
paragraph, the principal amount of this Note to be repaid through the operation
of the mandatory repayment schedule on each subsequent redemption date shall be
subject to reduction as provided in the Indenture.

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

         Payment Date                         Installment Amount Due


         First Payment Date                   $  2,250,000
                                                 -------------------------

         Second Payment Date                  $  2,250,000
                                                 -------------------------

         Third Payment Date                   $  2,250,000
                                                 -------------------------

         Fourth Payment Date                  The remaining balance


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


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<PAGE>

         This Note is also subject to mandatory redemption in full, upon the
terms and conditions provided in the Indenture, at one hundred percent (100%) of
the principal amount thereof plus interest accrued thereon to the date of
redemption, fifteen (15) Business Days after (i) the Long Term Benchmark Rate
equals or exceeds eight and three tenths percent (8.30%) per annum; or (ii), if
during the Construction Period the Short Term Construction Period Benchmark Rate
equals or exceeds thirteen percent (13.00%) per annum; (iii) if, after the
Construction Period, the Short Term Post-Construction Period Benchmark Rate
equals or exceeds ten and twenty-five one hundredths percent (10.25%) per annum
(each a "Trigger Event").

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

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

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

         The Indenture provides that this Note shall no longer be entitled to
any benefit provided therein if the Note shall have become due and payable at
Maturity (whether by repayment, prepayment, redemption or otherwise) and funds
sufficient for the payment thereof (including interest to the date fixed for
such payment, together with any premium thereon) and


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available for such payment (1) shall be held by the Indenture Trustee or any
Paying Agent with irrevocable instructions to pay such amount in redemption of
this Note, or (2) shall have been so held and shall thereafter have been paid to
the Shipowner after having been unclaimed for six (6) years after the date of
maturity thereof (whether by redemption or otherwise) or the date of payment of
the Guarantee, except for the right, if any, of the Holder to receive payment
from the Shipowner of any amounts paid to the Shipowner as provided in (2) above
with respect to this Note, all subject, however, to the provisions of Section
6.08 of Exhibit 1 to the Indenture.

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

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

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

         The Guarantee of the United States extends only to the principal and
interest owed under this Note and only to the extent specified herein. The
United States does not guarantee the payment of any other indebtedness of the
Shipowner to the Holder or any other


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Person, no matter how the indebtedness arises or whether it is in any way
related to the borrowings of the principal amount which is the subject of this
Note.

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

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


                            [Signature Page Follows]


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<PAGE>

         IN WITNESS WHEREOF, the Shipowner has caused this Note to be duly
executed by the manual or facsimile signatures of its duly authorized officers.
Dated as of October 31, 2001.

                                            CHILES GALILEO LLC



                                            BY: /s/ DICK FAGERSTAL
                                               --------------------------------
                                               Dick Fagerstal
                                               Title:   Senior Vice President


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<PAGE>

                        PAYMENTS ON ACCOUNT OF PRINCIPAL

<TABLE>
<CAPTION>


<S>                <C>            <C>           <C>              <C>           <C>             <C>
----------------------------------------------------------------------------------------------------------------
    Applicable                                    Amount of        Amount of     Amount of        Balance of
 Interest Period   Interest Rate  Payment Date  Principal Paid   Interest Owed  Interest Paid   Principal Unpaid
----------------------------------------------------------------------------------------------------------------
</TABLE>