[EXECUTION VERSION]



                       
                       
                       
                       
                       
                       
           


 

$150,000,000.00

CREDIT AGREEMENT

Among

GLOBAL INDUSTRIES,
LTD.,
AND
GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.


as Borrowers,

THE LENDERS NAMED IN THIS CREDIT AGREEMENT

as Lenders, 

and

CREDIT LYONNAIS NEW YORK BRANCH

as Administrative Agent,





                       
                       




CREDIT LYONNAIS SECURITIES,

as Lead Arranger and Book Runner


March 9, 2004

                       
                       
                       
                       
                       
                       
           





TABLE OF CONTENTS

                                                                                                                       
Page

ARTICLE I..... DEFINITIONS AND ACCOUNTING TERMS                                           
1

            Section
1.01..... Certain Defined Terms                                                                      
1

            Section 1.02..... Computation of Time Periods                                                           23

            Section 1.03..... Accounting Terms                                                                            23

            Section 1.04..... Classes and Types of Advances                                                       23

            Section 1.05..... Miscellaneous                                                                                  23

ARTICLE II..... THE ADVANCES                                                                                      23

            Section 2.01..... The Advances                                                                                  23

            Section 2.02..... Method of Borrowing                                                                       25

            Section 2.03..... Fees                                                                                                 28

            Section 2.04..... Reduction of the Commitments                                                         
29

            Section 2.05..... Repayment                                                                                       
29

            Section 2.06..... Interest                                                                                              29

            Section 2.07..... Prepayments                                                                                      31

            Section
2.08..... Funding Losses                                                                                 
32

            Section 2.09..... Increased Costs                                                                                 33

            Section 2.10..... Payments and Computations                                                              34

            Section 2.11..... Taxes                                                                                                35

            Section 2.12..... Sharing of Payments, Etc                                                                  
37

            Section
2.13..... Lender Replacement                                                                         
37

           Section
2.14..... Applicable Lending Offices                                                                
38

            Section 2.15..... Letters of Credit                                                                                39

ARTICLE III..... CONDITIONS PRECEDENT                                                                    43

            Section 3.01..... Conditions Precedent to
Effectiveness                                                43

            Section 3.02..... Conditions Precedent to Each
Borrowing                                           47

            Section 3.03..... Determinations Under Section
3.01                                                    48

ARTICLE IV..... REPRESENTATIONS AND WARRANTIES                                            48

            Section 4.01..... Existence                                                                                           48

            Section 4.02..... Power                                                                                               48

            Section 4.03..... Authorization and Approvals                                                              49

            Section 4.04..... Enforceable Obligations                                                                     49

            Section 4.05..... Financial Statements                                                                          49

            Section 4.06..... True and Complete Disclosure                                                           49

            Section 4.07..... Litigation; Compliance with
Laws                                                       49

            Section 4.08..... Use of Proceeds                                                                                50

            Section 4.09..... Investment Company Act                                                                   50

            Section 4.10..... Public Utility Holding Company
Act                                                   50

            Section 4.11..... Taxes                                                                                                50

            Section 4.12..... Pension Plans                                                                                    51

            Section 4.13..... Condition of Property;
Casualties                                                      51

            Section 4.14..... Insurance                                                                                          52

            Section 4.15..... No Burdensome Restrictions; No
Defaults                                         52

            Section 4.16..... Environmental Condition                                                                    52

            Section 4.17..... Title to Property, Etc                                                                         53

            Section 4.18..... Security Interests                                                                               53

            Section 4.19..... Subsidiaries; Corporate
Structure                                                      53

            Section 4.20..... Citizenship                                                                                        53

            Section 4.21..... Labor Relations                                                                                53

            Section 4.22..... Intellectual Property                                                                          54

            Section 4.23..... Solvency                                                                                          54

ARTICLE V..... AFFIRMATIVE COVENANTS                                                                54

            Section 5.01..... Compliance with Laws, Etc                                                              55

            Section 5.02..... Maintenance of Insurance                                                                 55

            Section 5.03..... Preservation of Existence, Etc                                                           58

            Section 5.04..... Payment of Taxes, Etc                                                                      58

            Section 5.05..... Reporting Requirements                                                                    59

            Section 5.06..... Maintenance of Property                                                                   61

            Section 5.07..... Inspection                                                                                         61

            Section 5.08..... Use of Proceeds                                                                               61

            Section 5.09..... Nature of Business                                                                            61

            Section 5.10..... Books and Records                                                                          61

            Section 5.11..... New Subsidiaries                                                                              62

            Section 5.12..... New Vessels                                                                                     63

            Section 5.13..... Operation of Mortgaged Vessels                                                       63

            Section 5.14..... Appraisal Reports                                                                             64

            Section 5.15..... Further Assurances in General                                                           65

            Section 5.16..... Post-Closing Requirements                                                               65

ARTICLE VI..... NEGATIVE COVENANTS                                                                      66

            Section 6.01..... Liens, Etc                                                                                         66

            Section 6.02..... Debts, Guaranties and Other
Obligations                                           68

            Section 6.03..... Merger or Consolidation; Asset
Sales                                               69

            Section 6.04..... Investments                                                                                      70

            Section 6.05..... Transactions With Affiliates                                                              70

            Section 6.06..... Compliance with ERISA                                                                  70

            Section 6.07..... Restricted Payments                                                                        70

            Section 6.08..... Maintenance of Ownership of
Subsidiaries                                       71

            Section 6.09..... Agreements Restricting Liens and
Distributions                                 71

            Section 6.10..... Other Debt                                                                                      71

            Section 6.11..... Limitation on Changes in Fiscal
Periods                                            71

            Section 6.12..... Mortgaged Vessels                                                                          71

            Section 6.13..... Leverage Ratio                                                                                73

            Section 6.14..... Minimum Net Worth                                                                        73

            Section 6.15..... Minimum Interest Coverage
Ratio                                                    73

            Section 6.16..... Minimum Consolidated EBITDA                                                     73

            Section 6.17..... Capital Expenditures                                                                       73

            Section 6.18..... Acquisitions                                                                                    74

            Section 6.19..... Collateral Coverage Test                                                                 74

ARTICLE VII..... REMEDIES                                                                                             74

            Section 7.01..... Events of Default                                                                             74

            Section 7.02..... Optional Acceleration of
Maturity                                                    76

            Section 7.03..... Automatic Acceleration of
Maturity                                                  77    

            Section 7.04..... Non-exclusivity of Remedies                                                            77

            Section 7.05..... Right of Set‐off                                                                               77

            Section 7.06..... Application of Proceeds                                                                  78

ARTICLE VIII..... THE ADMINISTRATIVE AGENT AND THE
ISSUING BANK         79

            Section 8.01..... Appointment; Nature of
Relationship                                               79

            Section 8.02..... Powers                                                                                           79

            Section 8.03..... General Immunity                                                                            79

            Section 8.04..... No Responsibility for Loans,
Recitals, etc                                        79

            Section 8.05..... Action on Instructions of
Lenders                                                    80

            Section 8.06..... Employment of Agents and
Counsel                                                80

            Section 8.07..... Reliance on Documents; Counsel                                                    80

            Section 8.08..... Reimbursement and
Indemnification                                                80

            Section 8.09..... Notice of Default                                                                            81

            Section 8.10..... Rights as a Lender                                                                          81

            Section 8.11..... Lender Credit Decision                                                                   81

            Section 8.12..... Successor Administrative Agent and
Issuing Bank                           82

            Section 8.13..... Other Titles                                                                                    82

            Section 8.14..... Collateral Matters                                                                           82

ARTICLE IX..... BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS  84

            Section 9.01..... Successors and Assigns                                                                  84

            Section 9.02..... Participations                                                                                  84

            Section 9.03..... Assignments                                                                                   85

            Section 9.04..... Dissemination of Information                                                           86

            Section 9.05..... Tax Treatment                                                                                86

ARTICLE X..... MISCELLANEOUS                                                                                 86

            Section
10.01..... Amendments, Etc                                                                         86

            Section
10.02..... Notices, Etc                                                                                 87

            Section
10.03..... No Waiver; Remedies                                                                  87

            Section
10.04..... Costs and Expenses                                                                     87

            Section
10.05..... Binding Effect                                                                              87

            Section
10.06..... Indemnification                                                                            88

            Section
10.07..... Execution in
Counterparts                                                            88

            Section
10.08..... Survival of
Representations, Etc                                                   88

            Section
10.09..... Severability                                                                                  88

            Section
10.10..... Usury Not Intended                                                                     88

            Section
10.11..... Judgment Currency                                                                      89

            Section
10.12..... Forbearance
Agreements                                                             90

            Section
10.13..... Governing Law                                                                            90

            Section
10.14..... Consent to Jurisdiction;
Process Agent                                         90

            Section
10.15..... Waiver of Jury                                                                             90
    

EXHIBITS:

Exhibit
A        -Form of
Assignment and Acceptance

Exhibit
B        -Form of
Compliance Certificate

Exhibit C        -Form of Guaranty

Exhibit D        -Form of
Vessel Mortgage

Exhibit
E        -Form of
Notice of Borrowing

Exhibit
F        -Form of
Notice of Conversion or Continuation

Exhibit
G        -Form of Pledge
Agreement

Exhibit
H-1    -Form of
Revolving Note (Company)

Exhibit
H-2    -Form of
Revolving Note (Mexican Borrower)

Exhibit
I         -Form of Security
Agreement

Exhibit
J         -Form of Swingline Note

Exhibit
K        -Form of
Mortgage


Exhibit
L        -Form of
Commitment Increase Agreement


SCHEDULES:

Schedule 1              -Notice
Information for Lenders

Schedule
1.01(a)     -Permitted Bonds Obligations

Schedule
1.01(b)     -Revolving Commitments

Schedule
1.01(c)     -List of
Guaranties

Schedule
1.01(d)     -List of Pledge Agreements

Schedule
4.16          -Environmental Disclosures

Schedule
4.17       
  -Mortgaged Vessels and Mortgaged Real Estate

Schedule 4.19         
-Subsidiaries/Corporate Structure

Schedule
6.01          -Existing
Liens

Schedule
6.02          -Existing
Debt




CREDIT AGREEMENT

        This Credit
Agreement dated as of March 9, 2004, is among (a) Global Industries, Ltd., a
Louisiana corporation (the "Company"), and Global Offshore Mexico, S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital variable (the
"Mexican Borrower", and together with the Company, the "Borrowers"), (b) the
Lenders (as defined below), and (c) Credit Lyonnais New York Branch, as
Administrative Agent (as defined below) for the Lenders.

The Borrowers, the Lenders, and the Administrative Agent agree as follows:

ARTICLE
I

DEFINITIONS AND ACCOUNTING
TERMS

Section 1.01         
Certain Defined
Terms.  As used in
this Agreement, the terms defined above shall have the meanings set forth above
and the following terms shall have the following meanings (unless otherwise
indicated, such meanings to be equally applicable to both the singular and
plural forms of the terms defined):

"Acceptable Security
Interest" in any Property means a Lien (a) which exists in favor of the
Administrative Agent for the benefit of the Lenders; (b) which is superior to
all other Liens except Permitted Prior Liens; (c) which secures the Obligations
of (i) in the case of Global Collateral, the Loan Parties other than the Mexican
Subsidiaries and (ii) in the case of Mexican Collateral, the Mexican
Subsidiaries; and (d) which is perfected and enforceable against all Persons in
preference to any rights of any Person therein (other than rights in respect of
Permitted Prior Liens).

"Acquisition" means any transaction, or
any series of related transactions, consummated on or after the Closing Date, by
which the Company or any of its Subsidiaries (i) acquires from a third party
that is not a Subsidiary any going concern business or all or substantially all
of the assets of any Person that is not a Subsidiary, or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires from a third party that is not a Subsidiary (in one
transaction or as the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the securities of a corporation that is
not a Subsidiary which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a Person other than a corporation that is not a
Subsidiary.

"Administrative Agent"
means CLNY in its capacity as contractual representative of the Lenders pursuant
to Article VIII, and not in its individual capacity as a Lender, and any
successor administrative agent pursuant to Section 8.12.

"Advance" means a
Revolving Advance or a Swingline Advance and "Advances" means the
Revolving Advances and the Swingline Advances collectively.

"Affiliate" of any Person means any other
Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person or any
Subsidiary of such Person.  The term
"control" (including the terms "controlled by" or "under common control with")
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through
ownership of a Control Percentage, by contract or otherwise.  Without limiting the generality of the
foregoing, a Person shall be deemed to be controlled by another Person if such
other Person possesses, directly or indirectly, the power to vote 10% or more of
the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

"Agreed
Currencies" means (i) Dollars, (ii) so long as such currencies remain
Eligible Currencies, Australian Dollars, British Pounds Sterling, Canadian
Dollars, Japanese Yen, Malaysian Ringgit,
Thai Baht and the Euro, and (iii) any other Eligible Currency which a
Borrower requests the Administrative Agent to include as an Agreed Currency
hereunder and which is acceptable to all of the Lenders.  For the purposes of this definition,
each of the specific currencies referred to in clause (ii) above, shall mean and
be deemed to refer to the lawful currency of the jurisdiction referred to in
connection with such currency, e.g. "Australian Dollars" means the lawful
currency of Australia.

"Agreement" means this
Credit Agreement dated as of March 9, 2004 among the Borrowers, the Lenders, and
the Administrative Agent, as it may be amended or modified and in effect from
time to time.

"Alternate
Base Rate" means, for any day, a fluctuating rate of interest per annum
equal to the higher of (a) the Prime Rate in effect for such day and
(b) the sum of the Federal Funds Rate in effect for such day plus 1⁄2 of 1%
per annum.

"Applicable Lending
Office" means, with respect to any Lender, the office, branch, subsidiary,
affiliate or correspondent bank of such Lender listed on Schedule 1 or such
other office, branch, subsidiary, affiliate or correspondent bank as such Lender
may from time to time specify to the Company and the Administrative Agent from
time to time.

"Applicable Margin"
means, at any time with respect to each Type of Advance, each category of Letter
of Credit, and the Revolving Commitment Fee, the percentage rate per annum as
set forth below for the Level in effect at such time:


	

       
	

      LEVEL
      I

       
	

      LEVEL
      II

       
	

      LEVEL
      III

       
	

      LEVEL
      IV

       
	

      LEVEL
      V
	

      LEVEL
      VI
	

      LEVEL
      VII

	
       

      Eurodollar Advances
      and  Financial Letters of
      Credit
	

      4.00%
	

      3.75%
	

      3.50%
	

      3.25%
	

      3.00%
	

      2.75%
	

      2.50%

	
       

      Base Rate
      Advances

       
	

      3.00%
	

      2.75%
	

      2.50%
	

      2.25%
	

      2.00%
	

      1.75%
	

      1.50%

	
       

      Revolving Commitment
      Fee

       
	

      0.80%
	

      0.75%
	

      0.70%
	

      0.65%
	

      0.60%
	

      0.55%
	

      0.50%

	
       

      Performance and
      Documentary Letters of Credit

       
	

      3.00%
	

      2.8125%
	

      2.625%
	

      2.4375%
	

      2.25%

       
	

      2.0625%
	

      1.875%





"Appraisal
Report" means the initial appraisal report delivered pursuant to Section
3.01(e) and the additional appraisal reports delivered pursuant to Section
5.14.

"Arranger" means Credit
Lyonnais Securities.

"Assignment and
Acceptance" has the meaning set forth in Section 9.03(a).

"Base Rate
Advance" means an Advance in Dollars which bears interest as provided in
Section 2.06(a).

"Borrowing" means a
Revolving Borrowing, a Swingline Borrowing or a Mandatory Revolving
Borrowing.

"Borrowing
Date" means a date on which any Advance is made hereunder.

"Business
Day" means, (a) with respect to any Borrowing, payment or rate selection of
Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
generally are open in New York for the conduct of substantially all of their
commercial lending activities and on which dealing in Dollars are carried on in
the London interbank market and (b) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in New York for the
conduct of substantially all of their commercial lending activities.

"Capital
Expenditures" means, without duplication, any expenditures for any purchase
or other acquisition of any asset which would be classified as a fixed asset on
a consolidated balance sheet of the Company and its Subsidiaries prepared in
accordance with GAAP, but excluding any capital expenditures required under
Section 6.03(b)(iii) hereof.

"Capitalized Lease" of a
Person means any lease of any Property by such Person as lessee which would, in
accordance with GAAP, be required to be classified and accounted for as a
capital lease on the balance sheet of such Person.

"Capitalized Lease
Obligations" of a Person means the amount of the obligations of such Person
under Capitalized Leases which would be shown as a liability on a balance sheet
of such Person prepared in accordance with GAAP.

"Cash
Collateral Account" means a special cash collateral account pledged to the
Administrative Agent containing cash deposited pursuant to Sections 2.15(e),
2.15 (h), 7.02(b) or 7.03(b) to be maintained with the Administrative Agent in accordance
with Section 2.15(g).

"Casualty
Event" means, with respect to any Mortgaged Vessel, any accident,
occurrence, event or any condemnation or taking resulting in the loss of or to,
or any damage to, any Mortgaged Vessel or any of its equipment.

"CERCLA" means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, state and local analogs, and all rules and regulations and
requirements thereunder in each case as now or hereafter in effect.

"Change in
Control" means (a) the direct or indirect acquisition after the Closing Date
by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the
Securities Exchange Act of 1934), or related persons constituting a group (as
such term is used in Rule 13d-5 under the Securities Exchange Act of 1934) other
than a Permitted Holder (as defined below), of beneficial ownership of issued
and outstanding shares of voting stock of the Company, the result of which
acquisition is that such person or such group possesses in excess of 35% of the
combined voting power of all then-issued and outstanding voting stock of the
Company or (b) during any period of 12 consecutive months, beginning with and
after the Closing Date, individuals who at the beginning of such 12-month period
were directors of the Company (together with new directors elected by, or
nominated for election by, such directors or directors elected under this
parenthetical clause) shall cease for any reason to constitute a majority of the
board of directors of the Company at any time during such period.  A "Permitted Holder" is (i)
William Dore, (ii) any trust, corporation, partnership or other entity, 80% or
more of the controlling interest of which is held by William Dore, (iii) Kay
Dore, former spouse of William Dore, or (iv) any Person related to William Dore,
his spouse or Kay Dore, former spouse of William Dore, either as a direct-line
descendant or ancestor or as a relative with ancestors in common (adopted
persons shall be considered the natural born children of their adoptive
parents), in each case to whom such individual has transferred capital stock of
the Borrower.

"Class" has the meaning
set forth in Section 1.04.

"CLNY"
means Credit Lyonnais New York Branch.

"Closing
Date" means March 9, 2004.

"Code"
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.

"Collateral" means the
Global Collateral and the Mexican Collateral.

"Collateral Coverage
Amount" means an amount equal to (a) the aggregate Orderly Liquidation
Value of all Mortgaged Vessels as determined by the most recent
Appraisal Report delivered pursuant to Section 5.14 divided by (b) 1.4.

"Collateral Shortfall
Amount" means the amount of Letter of Credit Obligations at such time,
less the amount on deposit in the Cash Collateral Account at such time
which is free and clear of all rights and claims of third parties and has not
been applied against the Obligations.

"Confidential Information Memorandum"
means the Confidential Information Memorandum dated March 2004 (together with
all amendments and supplements thereto) and furnished to the Lenders in
connection with the syndication of the Revolving Commitments hereunder.

"Commitments Increase Agreement" means a Commitment Increase
Agreement executed by a Lender in substantially the form of the attached Exhibit
L.

"Commitments" means (a)
as to any Lender, its Revolving Commitment, and (b) as to the Swingline Bank,
its Swingline Commitment.

"Compliance Certificate"
means a Compliance Certificate signed by a Responsible Officer of the Company in
substantially the form of the attached Exhibit B.

"Computation Date" has
the meaning set forth in Section 2.15(h).

"Consolidated Debt" means
all Debt of the Company and its Subsidiaries calculated on a consolidated basis
at any time.

"Consolidated EBITDA"
means, for any Person and its Subsidiaries calculated on a consolidated basis
for any period:

        (a)    Consolidated Net Income for such period plus

        (b)   
to the extent deducted in determining Consolidated Net Income, (i)
Consolidated Interest Expense, (ii) foreign, federal, state, and local taxes on
Net Income net of credits, (iii) depreciation expense, (iv) amortization
expense, (v) non-operating, non-cash charges, (vi) fees and expenses incurred in
connection with this Agreement, (vii) losses in the equity of the Company's
former unconsolidated subsidiary, CCC Fabricaciones y Construcciones S.A. de
C.V., and (viii) up to $40,000,000.00 of costs and expenses incurred by the
Company in connection with the GTM Settlement minus

        (c)    
to the extent included in determining Consolidated Net Income,
extraordinary non-operating gains, non-cash charges related to the impairment of
assets and other gains in connection with the sale or disposal of assets, each net of related income taxes, all determined
in accordance with GAAP.

"Consolidated Interest
Expense" means, for any Person and its Subsidiaries calculated on a
consolidated basis for any period, without duplication, the sum of (a) interest
expense, including the interest component of Capitalized Leases and the net
amount payable under any Rate Hedging Agreement, (b) the interest component of
Synthetic Leases, (c) commitment, facility, usage and similar fees payable in
connection with any Debt, and (d) letter of credit fees for Financial Letters of
Credit, all determined in accordance with GAAP.

"Consolidated Net Income"
means, for any Person and its Subsidiaries calculated on a consolidated basis
for any period, net income after taxes for such period, as determined in
accordance with GAAP.

"Consolidated Net Worth"
means, for the Company and its Subsidiaries calculated on a consolidated basis
at any time, all amounts which would be included under shareholders' equity.

"Consolidated Total Net
Cash" means the sum of (i) accounts in accordance with GAAP classified as
unrestricted (A) cash or cash equivalents, (B) marketable securities, or (C)
other Liquid Investments less (ii) the sum of (A) the aggregate outstanding
principal amount of the Revolving Advances plus (B) the Letter of Credit
Exposure plus (C) the aggregate outstanding principal amount of the Swingline
Advances.

"Contingent Obligation"
of a Person means any agreement, undertaking or arrangement by which such Person
assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth
or working capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against loss, including,
without limitation, any comfort letter, operating agreement, take-or-pay
contract or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.

"Continue",
"Continuation", and "Continued" each refers to a continuation of
Advances for an additional Interest Period upon the expiration of the Interest
Period then in effect for such Advances.

"Control
Percentage" means, with respect to any Person, the percentage of the
outstanding capital stock (or other ownership interests and including any
options, warrants or similar rights to purchase such capital stock) of such
Person having ordinary voting power which gives the direct or indirect holder of
such stock or ownership interests the power to elect a majority of the Board of
Directors (or other applicable governing body) of such Person.

"Controlled Group" means
all members of a controlled group of corporations or other business entities and
all trades (whether or not incorporated) under common control which, together
with the Company or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code.

"Convert",
"Conversion", and "Converted" each refers to a conversion of
Advances of one Type into Advances of another Type pursuant to
Section 2.02(b).

"Credit Documents" means this
Agreement, the Notes, the Guaranties, the Letter of Credit Documents, the
Security Documents, any Financial Contracts between the Company or any of its
Subsidiaries and any Lender or any Affiliate of any Lender and each other
agreement, instrument or document executed by the Company, any of its
Subsidiaries or any of its officers at any time in connection with this
Agreement.

"Debt," for any Person,
means without duplication:

        (a)   
indebtedness of such Person for borrowed money;

        (b)   
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

        (c)    obligations of such Person to pay the deferred purchase price of property
or services (other than accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the trade);

        (d)    Capitalized Lease Obligations;

        (e)    all obligations of such Person in respect of letters of credit, bank
guarantees or similar instruments which are issued upon the application of such
Person or upon which such Person is an account party or for which such Person is
in any way liable;

        (f)    all obligations of such Person to purchase securities or other Property
arising out of or in connection with the sale of the same or substantially
similar securities or Property;

        (g)   
Net Mark-to-Market Exposure of Financial Contracts;

        (h)    Synthetic Lease Obligations;

        (i)    Sale and Leaseback Transactions;

        (j)    indebtedness or obligations of others, whether or not assumed, secured by
Liens or payable out of the proceeds or production from Property on or in
respect of any Property now or hereafter owned or acquired by such Person, the
amount of such Debt being deemed to be the lesser of the value of such Property
and the amount of the obligation so secured;

        (k)   Contingent Obligations in respect of the Debt of another Person referred
to in clauses (a) through (i) of this definition; and

        (l)    the incurrence of withdrawal liability under Title IV of ERISA by such
person or a "commonly controlled entity" with respect to a Multiemployer Plan
and Unfunded Liabilities.

"Debt
Incurrence" means any issuance for cash or Liquid Investments by the Company
or any of its Subsidiaries of any Debt after the Closing Date not permitted
pursuant to Section 6.02.

"Debt
Incurrence Proceeds" means, with respect to any Debt Incurrence, all cash
and Liquid Investments received by the Company or any of its Subsidiaries from
such Debt Incurrence after payment of, or provision for, all brokerage
commissions and other reasonable out-of-pocket fees and expenses actually
incurred.

"Default" means
(a) an Event of Default or (b) any event or condition which with
notice or lapse of time or both would, unless cured or waived, become an Event
of Default.

"Documentary Letter of Credit" means a
letter of credit qualifying as a "commercial letter of credit" under 12 CFR Part
3, Appendix A, Section 3(b)(3) or any successor U.S. Comptroller of the Currency
regulation.

"Dollars" and "$"
means the lawful money of the United States of America.

"Dollar
Amount" of any currency at any date shall mean (a) the amount of such
currency if such currency is Dollars or (b) the Equivalent Amount of Dollars if
such currency is any currency other than Dollars, in each case on or as of the
most recent Computation Date.

"Domestic
Subsidiary" means each Subsidiary of the Company organized in a state,
province, or territory of the United States of America.

"Eligible
Currency" means any currency other than Dollars (a) that is readily
available, (b) that is freely traded, (c) in which deposits are customarily
offered to banks in the London interbank market, (d) which is convertible into
Dollars in the international interbank market, and (e) as to which an Equivalent
Amount may be readily calculated. 
If, after the designation by the Lenders of any currency as an Agreed
Currency, (i) currency control or other exchange regulations are imposed in the
country in which such currency is issued with the result that different types of
such currency are introduced, (ii) such currency is, in the determination of the
Administrative Agent, no longer readily available or freely traded, or (iii) in
the determination of the Administrative Agent, an Equivalent Amount of such
currency is not readily calculable, the Administrative Agent shall promptly
notify the Lenders and the Company, and such currency shall no longer be an
Agreed Currency until such time as all of the Lenders agree to reinstate such
currency as an Agreed Currency.

"Environment" or
"Environmental" shall have the meanings set forth in 43 U.S.C. § 
9601(8) (1988).

"Environmental Claim"
means any third party (including any governmental agency or employee) action,
lawsuit, claim, regulatory action or proceeding, order, decree, consent
agreement or notice of potential or actual responsibility or violation which
seeks to impose liability under any Environmental Law.

"Environmental Law" means
all Legal Requirements relating to protection of the Environment, including
without limitation CERCLA, the Submerged Lands Act, the Outer Continental Shelf
Lands Act, the Federal Water Pollution Control Act of 1972, the Oil Pollution
Act of 1990, and the Act to Prevent Pollution from Ships relating to
(a) pollution, contamination, injury, destruction, loss, protection,
cleanup, reclamation or restoration of the air, surface water, groundwater, land
surface or subsurface strata, or other natural resources; (b) solid,
gaseous or liquid waste generation, treatment, processing, recycling,
reclamation, cleanup, storage, disposal or transportation; (c) exposure to
pollutants or contaminants or to hazardous or toxic substances, materials or
wastes; or (d) the manufacture, processing, handling, transportation,
distribution in commerce, use, storage or disposal of hazardous or toxic
substances, materials or wastes.

"Environmental Permit"
means any permit, license, order, approval, registration or other authorization
required under Environmental Law.

"Equity
Issuance" means any issuance of equity securities (including any preferred
equity securities) by the Company or any of its Subsidiaries other than equity
securities issued (a) to the Company or one of its Subsidiaries; (b) pursuant to
employee or director and officer benefit or dividend reinvestment plans or stock
option or purchaser plans in the ordinary course of business; and (c) as
consideration in connection with any investment by the Company or any of its
Subsidiaries in any other Person pursuant to which such Person shall become a
Subsidiary or shall be merged into or consolidated with the Company or any of
its Subsidiaries.

"Equity
Issuance Proceeds" means, with respect to any Equity Issuance, all cash and
Liquid Investments received by the Company or any of its Subsidiaries from such
Equity Issuance after payment of, or provision for, all brokerage commissions
and other reasonable out-of-pocket fees and expenses actually incurred.

"Equivalent Amount" of
any currency with respect to any amount of Dollars at any date shall mean the
amount of such currency that would be obtained from exchanging such amount of
Dollars for such other currency, calculated on the basis of the arithmetical
mean of the buy and sell spot rates of exchange of the Administrative Agent for
such currency in the London foreign exchange market at approximately 11:00 a.m.
(London, England time) as of such date.

"ERISA" means the
Employee Retirement Income Security Act of 1974, as amended from
time‐to‐time.

"Eurocurrency
Liabilities" has the meaning assigned to that term in Regulation D.

"Eurodollar Advance"
means an Advance which bears interest based on the Eurodollar Reference
Rate.

"Eurodollar Rate Reserve
Percentage" of any Lender for the Interest Period for any Eurodollar Advance
in Dollars means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time‐to‐time by
the Federal Reserve Board for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period.

"Eurodollar Reference
Rate" means, with respect to a Eurodollar Advance for the relevant Interest
Period, the applicable London interbank offered rate for deposits in Dollars
appearing on Dow Jones Markets (Telerate) Page 3750 as of 11:00 a.m.
(London, England time) two Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period; provided
that, if Dow Jones Markets (Telerate) Page 3750 is not available for any reason,
the Eurodollar Reference Rate for the relevant Interest Period shall instead be
the London interbank offered rate for deposits in Dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London, England time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period.

"Events of
Default" has the meaning set forth in Section 7.01.

"Existing
Credit Agreement" means the Second Amended and Restated Credit Agreement
dated as of April 30, 2003 among the Borrowers, the lenders party thereto, and
Bank One, NA, as administrative agent for such Lenders, as amended before the
Closing Date.

"Federal
Funds Effective Rate" means, for any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately 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 at approximately 11:00 a.m. (New
York time) on such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it.

"Federal
Reserve Board" means the Board of Governors of the Federal Reserve System or
any of its successors.

"Financial
Contract" of a Person means (a) any exchange-traded or over-the-counter
futures, forward, swap or option contract or other financial instrument with
similar characteristics or (b) any Rate Hedging Agreement.

"Financial Contract
Obligations" of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (a) any and all Financial Contracts,
and (b) any and all cancellations, buy backs, reversals, terminations or
assignments of any Financial Contract.


"Financial
Letter of Credit" means a letter of credit qualifying as a "financial
guarantee-type letter of credit" under 12 CFR Part 3, Appendix A, Section
4(a)(8) or any successor U.S. Comptroller of the Currency regulation.

"Financial
Statements" means (a) the audited consolidated balance sheet of the Company
and its consolidated Subsidiaries for each of the fiscal years ending
December 31, 2001 and December 31, 2002, (b) the most recent draft as of
the Closing Date of the consolidated balance sheet of the Company and its
consolidated Subsidiaries for the fiscal year ending December 31, 2003, and (c)
once such audited financial statement has been issued, the audited consolidated
balance sheet of the Company and its consolidated Subsidiaries for the fiscal
year ending December 31, 2003, and the related consolidated statements of
operations, comprehensive income, cash flows, and shareholders' equity of the
Company and its consolidated Subsidiaries for each of the twelve month periods
then ended.

"Foreign
Subsidiary" means any Subsidiary of the Company organized in a jurisdiction
other than a state, province or territory of the United States.

"Fund," "Trust
Fund," or "Superfund" means the Hazardous Substance Response Trust
Fund, established pursuant to 42 U.S.C. § 9631 (1988) and the Post-closure
Liability Trust Fund, established pursuant to 42 U.S.C. § 9641 (1988),
which statutory provisions have been amended or repealed by the Superfunds
Amendments and Reauthorization Act of 1986, and the "Fund," "Trust Fund," or
"Superfund" that are now maintained pursuant to § 9507 of the Code.

"GAAP"
means with respect to any financial statements of the Company or any of its
Subsidiaries, or calculations related to such financial statements of the
Company or any of its Subsidiaries, United States generally accepted accounting
principles as in effect from time‐to‐time applied on a basis consistent with the
requirements of Section 1.03.

"Global
Collateral" means (a) all Vessels (as defined in each of the Vessel
Mortgages), the Collateral (as defined in the Mortgages), the Collateral (as
defined in the Security Agreements), and the Pledged Collateral (as defined in
the Pledge Agreements), in each case to the extent securing the Obligations of
each Loan Party other than the Mexican Subsidiaries and (b) all amounts
contained in the Cash Collateral Account. 
Global Collateral shall not include the MARAD Collateral.

"Global Guarantors" means the
parties listed as Global Guarantors on Schedule 1.01(c).

"Global
Guaranty" means the guaranty executed by each Global Guarantor in favor of
the Administrative Agent for the ratable benefit of the Lenders guaranteeing the
Obligations of the Loan Parties, as it may be amended or modified and in effect
from time to time, in substantially the form of the attached Exhibit C.

"Governmental Authority"
means, as to any Person in connection with any subject, any foreign,
supranational, national, state or provincial governmental authority, or any
political subdivision of any state thereof, or any agency, department,
commission, board, authority or instrumentality, bureau or court, in each case
having jurisdiction over such Person or such Person's Property in connection
with such subject.

"Governmental
Proceedings" means any action or proceedings by or before any Governmental
Authority, including, without limitation, the promulgation, enactment or entry
of any Legal Requirement.

"GTM
Settlement" means the settlement between the Company and Groupe GTM (now
Vinci) for an amount not exceeding $40,000,000.00.

"Guaranty" means a Global
Guaranty or a Mexican Guaranty.

"Guarantor" means a
Global Guarantor, a Mexican Guarantor, or each Material Domestic Subsidiary of
the Borrower that becomes a guarantor of all or a portion of the Obligations in
accordance with Section 5.10.

"Hazardous
Substance" means the substances identified as such pursuant to CERCLA and
any chemicals regulated under any other Environmental Law, including without
limitation pollutants, contaminants, petroleum or petroleum products Released
into the Environment, radionuclides and radioactive materials.

"Hazardous
Waste" means the substances regulated as such pursuant to any Environmental
Law.

"Initial
Mortgaged Vessels" means each of the Vessels listed on the attached Schedule
4.17.

"Insurance Policies" includes (a) all
insurances (including, without limitation, all certificates of entry in
protection and indemnity and war risks associations or clubs) in respect of the
Mortgaged Vessels, whether heretofore, now or hereafter effected, and all
renewals of or replacements for the same, (b) all claims, returns of premium and
other moneys and claims for moneys due and to become due under or in respect of
said insurances, and (c) all other rights of each owner of a Mortgaged Vessel
under or in respect of said insurances.

"Interest
Coverage Ratio" means, for the Company and its Subsidiaries on a
consolidated basis, as of the end of any fiscal quarter, for the then
most-recently ended four fiscal quarters, the ratio of (a) the Company's
Consolidated EBITDA to (b) the Company's Consolidated Interest Expense. 

"Interest
Period" means, for each Eurodollar Advance comprising part of the same
Borrowing, the period commencing on the date of such Advance or the date of the
Conversion of any existing Advance into such an Advance and ending on the last
day of the period selected by a Borrower pursuant to the provisions below and
Section 2.02 and, thereafter, each subsequent period commencing on the last
day of the immediately preceding Interest Period and ending on the last day of
the period selected by a Borrower pursuant to the provisions below and
Section 2.02.  The duration of
each such Interest Period shall be one, two, three, or six months (or such other
period that is acceptable to the Lenders), in each case as the relevant Borrower
may select; provided, however, that:

        (a)    Interest Periods commencing on the same date for Advances by each Lender
comprising part of the same Borrowing shall be of the same duration;

        (b)    whenever the last day of any Interest Period would otherwise occur on a
day other than a Business Day, the last day of such Interest Period shall be
extended to occur on the next succeeding Business Day, provided that if
such extension would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period shall occur
on the next preceding Business Day;

        (c)    any Interest Period which begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month in which it would have ended if there were a
numerically corresponding day in such calendar month; 

        (d)    no Borrower may select any Interest Period for any Revolving Advance
which ends after the Maturity Date; and

        (e)    at the Administrative Agent's sole discretion, the Borrower may not
select any Interest Period for any Eurodollar Advance longer than 14 days until
the earlier to occur of (i) 90 days following the Closing Date, and (ii) the
satisfactory completion of the syndication of this Agreement by the
Arranger.

"Issuing
Bank" means CLNY, any Lender that agrees to become an Issuing Bank with the
consent of the Administrative Agent (such consent to not be unreasonably
withheld), and any successor issuing bank pursuant to Section 8.12.

"Legal
Requirement" means, as to any Person, any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or official interpretation of
any of the foregoing) of, and the terms of any license or permit issued by, any
Governmental Authority which is applicable to such Person.

"Lenders" means the
lenders listed on the signature pages of this Agreement and each Purchaser that
shall become a party to this Agreement pursuant to Article IX.

"Letter of
Credit" means (a) a Documentary Letter of Credit, Financial Letter of
Credit, or Performance Letter of Credit or (b) if an Issuing Bank in such
Issuing Bank's sole reasonable discretion determines that it is able to issue a
bank guaranty, a bank guaranty which guarantees obligations not covered by a
Letter of Credit, in each case issued under the Revolving Commitments and
subject to this Agreement.

"Letter of
Credit Documents" means, with respect to any Letter of Credit, such Letter
of Credit and any agreements, documents, and instruments entered into in
connection with or relating to such Letter of Credit.

"Letter of
Credit Exposure" means, at any time, the sum of (a) the Dollar Amount
of the aggregate undrawn maximum face amount of each Letter of Credit at such
time and (b) the Dollar Amount of the aggregate unpaid amount of all
Reimbursement Obligations owing with respect to such Letters of Credit at such
time minus the Dollar Amount of any cash collateral held by the
Administrative Agent in the Cash Collateral Account at such time.

"Letter of
Credit Obligations" means any obligations of the Borrowers under this
Agreement in connection with the Letters of Credit.

"Level I, Level II,
Level III, Level IV, Level V, Level VI and Level
VII" and individually, a "Level," shall mean the applicable Leverage
Ratio set forth below:



	

      Level
	

      Leverage Ratio

	

        Level I
	

      ≥ 4.00

	

         Level II
	

      ≥ 3.50 and < 4.00

	

          Level III
	

      ≥ 3.00 and < 3.50

	

           Level IV
	

      ≥ 2.50 and < 3.00

	

          Level V
	

      ≥ 2.00 and < 2.50

	

           Level VI
	

      ≥ 1.50 and < 2.00

	

            Level VII
	

      < 1.50





For purposes of determining the
Applicable Margin applicable from time-to-time under this Agreement, the
Leverage Ratio (and corresponding Level) shall be determined from the financial
statements of the Company and its Subsidiaries most recently delivered pursuant
to Section 5.05 and certified to the Administrative Agent and the Lenders
in the Compliance Certificate required to be delivered by the Company in
connection with such financial statements pursuant to Section 5.05(d).  Any change in the Applicable Margin
shall be effective on the fifth Business Day occurring after the date of receipt
by the Administrative Agent of the financial statements pursuant to
Section 5.05.  If at any time
the Company fails to deliver such financial statements and Compliance
Certificate within the times specified in Section 5.05, Level I shall be
deemed to be in effect until the fifth Business Day after the Administrative
Agent receives such financial statements. 
Notwithstanding the foregoing, Level I shall be deemed to be in effect
from the Closing Date until the date of receipt by the Administrative Agent of
the financial statements pursuant to Section 5.05 for the fiscal quarter ending
March 31, 2004.  

"Leverage
Ratio" means, as of the last day of any fiscal quarter of the Company, the
ratio of (a) Consolidated Debt (excluding surety bonds, Performance Letters of
Credit or Documentary Letters of Credit) as of such day to (b) the Company's
Consolidated EBITDA for the four fiscal quarters then ended.  For purposes of the calculation of the
Leverage Ratio in determining compliance with Section 6.13, "Consolidated Debt"
shall also (i) exclude MARAD Financing and (ii) the GTM Settlement if paid in
cash on or prior to June 30, 2004.

"Lien"
means any mortgage, lien (statutory or other), pledge, assignment, charge, deed
of trust, security interest, hypothecation, preference, deposit arrangement,
encumbrance, priority or other security arrangement or preferential arrangement
of any kind or nature whatsoever to secure or provide for the payment of any
obligation of any Person, whether arising by contract, operation of law or
otherwise (including, without limitation, the interest of a vendor or lessor
under any conditional sale agreement, synthetic lease, Capitalized Lease or
other title retention agreement).

"Liquid
Investments" means:

        (a)    short-term obligations of, or obligations the principal of and interest
on which are unconditionally and fully guaranteed by, the United States of
America;

        (b)    commercial paper rated "A-1" (or the then equivalent) or better by the
rating service of Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc. or 
"P-1" (or the then equivalent) or better by the rating service of Moody's
Investors Service, Inc. or upon the discontinuance of both of such services,
such other nationally recognized rating service or services, as the case may be,
as shall be selected by the Administrative Agent with the consent of the
Majority Lenders;

        (c)    demand deposit accounts maintained in the ordinary course of
business;

        (d)    certificates of deposit issued by and time deposits with commercial banks
(whether domestic or foreign) having capital and surplus in excess of
$100,000,000.00 (or the Equivalent Amount if denominated in a currency other
than Dollars); provided in each case that the same provides for payment
of both principal and interest (and not principal alone or interest alone) and
is not subject to any contingency regarding the payment of principal or
interest; and

        (e)    such other instruments (within the meaning of Article 9 of the
Uniform Commercial Code as adopted in the State of New York on, before, or after
the Closing Date) as the Company may request and the Administrative Agent may
approve in writing, which approval will not be unreasonably withheld.

"Liquidity" means the sum
of (a) Consolidated Total Net Cash and (b) the aggregate amount of the remaining
unused portion of the Revolving Commitments.

"Loan
Party" means each Borrower, each Guarantor, and each of the Company's other
Subsidiaries executing a Credit Document.

"Majority
Lenders" means, at any time, (a) before the Revolving Commitments terminate,
Lenders holding at least 60% of the then aggregate Revolving Commitments and (b)
thereafter, Lenders having at least 60% of the aggregate unpaid principal amount
of the Notes and participation interests in the Letter of Credit Exposure at
such time.

"Mandatory
Revolving Borrowing" means a Revolving Borrowing comprised of Base Rate
Advances made to repay a Swingline Advance which has not been repaid to the
Swingline Bank on the date due.

"MARAD" means the
Maritime Administration, United States of America.

"MARAD
Collateral" means the MARAD Vessels, additions and accessions thereto,
inventory relating thereto, improvements thereof, all reserve and construction
funds associated with any MARAD Financing and money and other instruments
therein, MARAD Revenues, insurance and proceeds from insurance in respect of
such property, and proceeds of any of the foregoing.

"MARAD
Financing" means any debt obligations of the Company or its Subsidiaries for
the purpose of financing or refinancing vessels which, pursuant to Title XI of
the Merchant Marine Act of 1936, as amended, is secured by a full faith and
credit guaranty of the U.S. government, represented by the Secretary of
Transportation, acting through MARAD.

"MARAD
Revenues" means the rights to payments and payments made under any contracts
between the Company or any of its Subsidiaries and one or more of their
customers under which the Company or any of its Subsidiaries uses a MARAD Vessel
to perform any of its obligations under such contract.

"MARAD
Vessels" means the Global Pioneer (Official Number 1040503), the Man-o-War
(Official Number 1045921), the Kingfish (Official Number 1049274), the L-400
(Official Number 1056079), the CB-6 (Official Number 1048400) and the DB
Hercules (Official Number 635).

"Material Adverse Change"
shall mean (a) a material adverse change in the business, Property, condition
(financial or otherwise), results of operations of the Company and its
Subsidiaries, taken as a whole; (b) the occurrence and continuance of any event
or circumstance which could reasonably be expected to have a material adverse
effect on the Borrowers' and the Guarantors' ability, taken as a whole, to
perform their obligations under this Agreement, any Note, any Guaranty, or any
Security Document to which it is party; or (c) a material adverse effect on
the validity or enforceability of any material provision of the Credit
Agreement, any Note, any Guaranty, or any Security Document or the material
rights or remedies of the Administrative Agent or the Lenders thereunder.

"Material
Domestic Subsidiary" means any Material Subsidiary of the Company which is
not also a Foreign Subsidiary.

"Material Partial Loss" means a Casualty
Event that is not a Total Loss but which results in excess of $3,000,000.00
damage to the Vessel.

"Material
Subsidiary" means any Subsidiary of the Company (a) having total assets or
annual gross revenues in excess of $10,000,000.00 (or the Equivalent Amount if
denominated in a currency other than Dollars) and which is not also a Foreign
Subsidiary or (b) that owns any Material Vessel, and "Material
Subsidiaries" means all such Subsidiaries collectively.

"Material
Vessel" means any construction barge, liftboat, dive support vessel,
offshore support vessel, jet sled, cargo barges, utility boats, operational
saturation diving systems or other vessel with an Orderly Liquidation Value of
$1,500,000.00 or more other than the MARAD Vessels.

"Maturity
Date" means the earlier of (a) March 9, 2007 and (b) the earlier
termination in whole of the Revolving Commitments pursuant to Section 2.04 or
Article VII.

"Maximum
Rate" means the maximum nonusurious interest rate under applicable law
(determined under such laws after giving effect to any items which are required
by such laws to be construed as interest in making such determination, including
without limitation if required by such laws, certain fees and other costs).

"Mexican
Collateral" means (a) all Pledged Collateral (as defined in the Mexican
Pledge Agreements), (b) all Collateral (as defined in the Mexican Security
Agreement) and (c) the Global Collateral.

"Mexican
Guarantors" means the parties listed as Mexican Guarantors on Schedule
1.01(c).

"Mexican
Guaranty" means the guaranty executed by each Mexican Guarantor in favor of
the Administrative Agent for the ratable benefit of the Lenders guaranteeing the
Obligations of the Mexican Borrower and the other Mexican Guarantors, as it may
be amended or modified and in effect from time to time, in substantially the
form of the attached Exhibit C.

"Mexican
Parents" means Global Industries Mexico Holdings, S. de R.L. de C.V., a
Mexican sociedad de responsabilidad limitada de capital variable, Global
Industries Offshore Netherlands, BV, a Dutch limited liability company, and GLBL
Holdings, L.L.C., a Louisiana limited liability company.

"Mexican
Pledge Agreements" means the Pledge Agreements executed by each of the
Mexican Parents and all other documents or instruments executed in connection
therewith.

"Mexican
Security Agreement" means the Security Agreement executed by the Mexican
Subsidiaries and all other documents or instruments executed in connection
therewith.

"Mexican
Security Documents" means the Mexican Pledge Agreements, the Mexican
Security Agreement and all other documents or instruments executed in connection
therewith.

"Mexican
Subsidiaries" means the Mexican Parents, the Mexican Borrower, Global
Vessels Mexico, S. de R.L. de C.V., a Mexican sociedad de responsabilidad
limitada de capital variable, Global Industries Offshore Services, S. de R.L. de
C.V., a Mexican sociedad de responsabilidad limitada de capital variable, and
Global Industries Services, S. de R.L. de C.V., a Mexican sociedad de
responsabilidad limitada de capital variable, and each other Person that becomes
a Subsidiary of one or more of such entities after the Closing Date.

"Mortgage" means each
mortgage or deed of trust in substantially the form of the attached Exhibit K
and executed by the Company or a Subsidiary of the Company to secure all or a
portion of the Obligations.

"Mortgaged
Vessels" means the Initial Mortgaged Vessels and Vessels becoming subject to
a Vessel Mortgage pursuant to Section 5.12.

"Multiemployer Plan"
means a multiemployer plan as defined in section 4001(a)(3) of ERISA to which
the Company or any member of the Controlled Group is obligated to make
contributions.

"Net Cash
Proceeds" means, with respect to any sale, transfer, or other disposition of
any of the Company's or any of its Subsidiaries' Property (including the
issuance, sale or transfer of stock or other equity interest by the Company or
such Subsidiary) all cash and Liquid Investments received by the Company or any
of its Subsidiaries from such issuance, sale, transfer or other disposition
after (a) payment of, or provision for, all commissions and other
reasonable out‐of‐pocket fees and expenses actually incurred; (b) payment of any
outstanding obligations relating to such Property paid in connection with, and
necessary for, any such sale, transfer, or other disposition; (c) the
amount of reserves recorded in accordance with GAAP for indemnity or similar
obligations of the Company and its Subsidiaries directly related to such sale,
transfer or other disposition; and (d) provision for all income or other taxes
payable in respect of the fiscal year in which such sale, transfer, or other
disposition occurs measured by or resulting from such sale transfer or other
disposition and which are payable in such fiscal year or the succeeding fiscal
year.

"Net
Mark-to-Market Exposure" of a Person means, as of any date of determination,
the excess (if any) of all unrealized losses over all unrealized profits of such
Person arising from Financial Contracts as determined in accordance with
GAAP.  "Unrealized losses" means the
fair market value of the cost to such Person of replacing such Financial
Contract as of the date of determination (assuming the Financial Contract were
to be terminated as of that date), and "unrealized profits" means the fair
market value of the gain to such Person of replacing such Financial Contract as
of the date of determination (assuming such Financial Contract were to be
terminated as of that date).

"Note"
means a Revolving Note or a Swingline Note, and "Notes" means all such
promissory notes collectively.

"Notice of
Assignment" has the meaning set forth in Section 9.03(b).

"Notice of
Borrowing" means a notice of borrowing in the form of the attached
Exhibit E signed by a Responsible Officer of a Borrower.

"Notice of
Conversion or Continuation" means a notice of conversion or continuation in
the form of the attached Exhibit F signed by a Responsible Officer of the
Company.

"Obligations" means (a)
all unpaid principal of the Advances, unpaid interest on the Advances, all
Reimbursement Obligations, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations and amounts payable by the
Borrowers and the Guarantors to the Administrative Agent or the Lenders under
the Credit Documents and (b) all Financial Contract Obligations of the Company
or any of its Subsidiaries owing to any Lender or any Affiliate of a Lender.

"Operating
Lease" of a Person means any lease of Property (other than a Capitalized
Lease) by such Person as lessee which has an original term (including any
required renewals and any renewals effective at the option of the lessor) of one
year or more.

"Orderly Liquidation Value" means (a) at the Closing Date,
the orderly liquidation value for a twelve month period and (b) thereafter, the
orderly liquidation value for such other time period as determined by the
Administrative Agent in its reasonable discretion.

"Original
Currency" has the meaning set forth in Section 2.15(c).

"PBGC"
means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.

"Participants" has the
meaning set forth in Section 9.02(a).

"Performance Letter of
Credit" means a letter of credit qualifying as a "performance-based standby
letter of credit" under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or any
successor U.S. Comptroller of the Currency regulation.

"Permitted
Bond Obligations" means the Company and its Subsidiaries' obligations in
respect of the bonds and bank guaranties listed on the attached Schedule 1.01(a)
in an amount not to exceed the amounts listed on such schedule and any renewal
and extension (but not increase) thereof.

"Permitted
Liens" has the meaning set forth in Section 6.01.

"Permitted
Prior Liens" means Liens permitted under Sections 6.01(b) through (k).

"Person" means an
individual, partnership, limited liability partnership, limited liability
company, corporation (including a business trust), joint stock company,
enterprise, trust, unincorporated association, joint venture or other entity, or
a government or any political subdivision or agency, department or
instrumentality thereof or any trustee, receiver, custodian or similar
official.

"Plan"
means an employee 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 as to which the Company or any member of the
Controlled Group may have any liability.

"Pledge
Agreements" means each of the Pledge Agreements in substantially the form of
the attached Exhibit G (or such other form as reasonably acceptable to the
Administrative Agent and the Company) and executed by each of the Pledgors to
secure all or a portion of the Obligations.

"Pledgors" means the
Company and its Subsidiaries listed on Schedule 1.01(d) and other Subsidiaries
of the Company executing a Pledge Agreement as required by Section 5.11.

"Prime
Rate" means a fluctuating rate of interest per annum as shall be in effect
from time‐to‐time equal to the corporate base rate of interest publicly
announced by CLNY from time to time as its corporate base rate, whether or not
the Borrowers have notice thereof, when and as said corporate base rate
changes.

"Property" of any Person
means any and all property (whether real, personal, or mixed, tangible or
intangible) of such Person or other assets owned, leased or operated by such
Person.

"Pro Rata
Share" means, at any time with respect to any Lender, (a) before the
Revolving Commitments terminate, the ratio (expressed as a percentage) of such
Lender's Revolving Commitments at such time to the aggregate Revolving
Commitments at such time and (b) thereafter, the ratio (expressed as a
percentage) of such Lender's aggregate outstanding Advances and aggregate
outstanding participation interest in the Letter of Credit Exposure at such time
to the aggregate outstanding Advances of all the Lenders and Letter of Credit
Exposure at such time.

"Protection and Indemnity Risks" means
the usual risks covered by protection and indemnity associations of
international repute including the proportion not recoverable in case of
collision under the ordinary running-down clause.

"Purchaser" has the
meaning set forth in Section 9.03.

"Rate
Hedging Agreement" means an agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates or
forward rates, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts or warrants.

"Regulations T, U, X and
D" means Regulations T, U, X, and D of the Federal Reserve Board, as the
same is from time‐to‐time in effect, and all official rulings and
interpretations thereunder or thereof.

"Reimbursement
Obligations" means all of the obligations of the Company set forth in
paragraph (c) of Section 2.15.

"Release" shall have the
meaning set forth in CERCLA or under any other Environmental Law.

"Reportable Event" means
a reportable event as defined in Section 4043 of ERISA and the regulations
issued under such section for which the disclosure requirements have not been
waived by the PBGC.

"Response" shall have the
meaning set forth in CERCLA or any other Environmental Law.

"Responsible Officer"
means, of any Person, the Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer, any Executive or Senior Vice President, Vice
President, Treasurer, Secretary of such Person or any other member of senior
management of such Person.

"Restricted Payment"
means (a) the declaration or making by the Company or any of its Subsidiaries of
any dividends or other distributions (in cash, property, or otherwise) on, or
any payment for the purchase, redemption or other acquisition of, any shares of
any capital stock (or other ownership interests) of such Person, other than
dividends payable in such Person's stock or other ownership interests, as
applicable; (b) the making by the Company or any of its Subsidiaries of any
payment (scheduled or otherwise) in respect of Subordinated Debt, whether for
principal, interest, fees, indemnities or any other amount; and (c) any
defeasance or covenant defeasance by the Company or any of its Subsidiaries in
respect of Subordinated Debt of such Person.

"Revolving
Advance" means an advance by a Lender to a Borrower as part of a Revolving
Borrowing and refers to a Base Rate Advance or a Eurodollar Advance.

"Revolving
Borrowing" means a borrowing consisting of simultaneous Revolving Advances
of the same Type made by each Lender pursuant to Section 2.01(a), Continued
pursuant to Section 2.02(b), or Converted by each Lender to Revolving Advances
of a different Type pursuant to Section 2.02(b).

"Revolving
Commitment" means, for each Lender, (a) on or before the termination of the
Revolving Commitments, the amount in Dollars set opposite such Lender's name on
Schedule 1.01(b) of this Agreement as its Revolving Commitment or, if such
Lender has entered into any Assignment and Acceptance or Commitment Increase
Agreement after the Closing Date,
the amount set forth for such Lender as its Revolving Commitment in the Notice
of Assignment delivered to the Administrative Agent pursuant to
Section 9.03(b) or Commitment Increase Agreement, as applicable, in each case as such Revolving Commitment may be reduced
pursuant to Section 2.04 and (b) after the termination of the Revolving
Commitments and for purposes of the definitions of Majority Banks and Pro Rata
Share only, the outstanding principal amount of such Lender's Revolving Advances
and Letter of Credit Exposure.

"Revolving
Note" means a promissory note of a Borrower payable to the order of any
Lender, in substantially the form of the attached Exhibit H-1 or H-2,
evidencing indebtedness of such Borrower to such Lender resulting from Revolving
Advances owing to such Lender.

"Revolving
Commitment Fee" means any fee charged on the Revolving Commitment in the
percentage amounts described in the definition of Applicable Margin.

"Sale and
Leaseback Transaction" means any direct or indirect arrangement with any
Person or to which such Person is a party providing for the leasing to the
Company or any of its Subsidiaries of any Property owned by the Company or any
of its Subsidiaries which has been or is sold or transferred by the Company or
such Subsidiary to such Person or to any other Person from whom funds have been
or are to be advanced by such Person on the security of such Property.

"SEC"
means the Securities and Exchange Commission, and any successor entity.

"Security Agreements" means
each of the Security Agreements in substantially the form of the attached
Exhibit I (or such other form as reasonably acceptable to the Administrative
Agent and the Company) and executed by the Company and each Material Subsidiary
to secure all or a portion of the Obligations.

"Security
Documents" means the Mortgages, the Vessel Mortgages, the Pledge Agreements,
the Security Agreements, and each other document, instrument or agreement
executed in connection therewith or otherwise executed in order to secure all or
a portion of the Obligations.

"Subordinated Debt" means
any Debt of the Company or any of its Subsidiaries which is subordinated to
their respective obligations under the Credit Documents in a manner satisfactory
to the Administrative Agent and the Majority Banks and which is otherwise on
terms and conditions satisfactory to the Administrative Agent and the Majority
Banks.

"Subsidiary" of a Person
means any corporation, association, partnership or other business entity of
which more than 50% of the outstanding shares of capital stock (or other
equivalent interests) having by the terms thereof ordinary voting power under
ordinary circumstances to elect a majority of the board of directors or Persons
performing similar functions (or, if there are no such directors or Persons,
having general voting power) of such entity (irrespective of whether at the time
capital stock (or other equivalent interests) of any other class or classes of
such entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more Subsidiaries of such Person or by one or
more Subsidiaries of such Person.

"Swingline
Advance" means an advance made available to the Company by the Swingline
Bank pursuant to Section 2.01(b) and refers to a Base Rate Advance.

"Swingline
Bank" means CLNY or any other Lender as a successor Swingline Bank.

"Swingline
Borrowing" means a borrowing consisting of a Swingline Advance made by the
Swingline Bank.

"Swingline
Commitment" means the obligation of the Swingline Bank to make Swingline
Advances up to a maximum principal amount of $10,000,000.00 at any time
outstanding.

"Swingline
Note" means a promissory note in substantially the form of the attached
Exhibit J duly executed by the Company and payable to the order of the
Swingline Bank evidencing the obligation of the Company to repay the Swingline
Advances.

"Synthetic
Lease Obligations" means the obligations of any Person under a lease
arrangement treated as an operating lease for financial accounting purposes and
a financing lease for tax purposes.

"Tax
Group" has the meaning set forth in Section 4.11.

"Taxes" has the meaning
set forth in Section 2.11(a).

"Termination Event" means
(a) the occurrence of a Reportable Event with respect to a Plan, as
described in Section 4043 of ERISA and the regulations issued thereunder (other
than a Reportable Event not subject to the provision for 30‐day notice to the
PBGC under such regulations); (b) the withdrawal of any Loan Party or a
member of the Controlled Group from a Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA; (c) the
giving of a notice of intent to terminate a Plan under Section 4041(c) of ERISA;
(d) the institution of proceedings to terminate a Plan by the PBGC; or
(e) any other event or condition which constitutes grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

"Total Loss" means:

        (a)    the actual, constructive, arranged, agreed, or compromised total loss of
any Mortgaged Vessel;

        (b)    the requisition for title or other compulsory acquisition or forfeiture
of any Mortgaged Vessel otherwise than by requisition for hire; and

        (c)    the capture, seizure, arrest, detention or confiscation of any Mortgaged
Vessel by any government or by Persons acting or purporting to act on behalf of
any government unless such Mortgaged Vessel be released from such capture,
seizure, arrest, detention or confiscation within 180 days after the occurrence
thereof.

"Transferee" has the
meaning set forth in Section 9.04.

"Type"
has the meaning set forth in Section 1.04.

"Unfunded
Liabilities" means the amount (if any) by which the present value of all
vested and unvested accrued benefits under all Plans exceeds the fair market
value of all such Plan assets allocable to such benefits, all determined as of
the then most recent valuation date for such Plans using the actuarial
assumptions used for such Plans as of such valuation date.

"Vessel
Mortgages" means each of the Vessel Mortgages in substantially the form of
the attached Exhibit D and executed by the Company and each of its Subsidiaries
which owns an Initial Mortgaged Vessel or which obtains a Material Vessel after
the Closing Date to secure all or a portion of the Obligations.

"War
Risks" includes the risk of mines and hostile force and all risks excluded
from the standard form of English marine policy by the free capture and seizure
clause.

"Wholly
Owned" means, with respect to any Subsidiary of any Person, the direct or
indirect ownership of all of the outstanding capital stock or other ownership
interest of such Subsidiary (other than any director's qualifying shares or
investments by foreign nationals mandated by applicable law) by such Person or
one or more Wholly Owned Subsidiaries of such Person.

Section 1.02         
Computation of Time
Periods.  In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but
excluding".

Section 1.03         
Accounting
Terms.  Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted, and all
financial statements and certificates and reports as to financial matters
required to be delivered to the Administrative Agent hereunder shall (unless
otherwise disclosed to the Administrative Agent in writing at the time of
delivery thereof) be prepared, in accordance with GAAP applied on a basis
consistent with those used in the preparation of the latest financial statements
furnished to the Administrative Agent hereunder (which prior to the delivery of
the first financial statements under Section 5.05, shall mean the Financial
Statements).  All calculations made
for the purposes of determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made by application of GAAP applied on a
basis consistent with those used in the preparation of the Financial
Statements.  In addition, all
calculations and defined accounting terms used herein shall, unless expressly
provided otherwise, when referring to any Person, refer to such Person on a
consolidated basis and mean such Person and its consolidated
subsidiaries.

Section 1.04          Classes
and Types of Advances..  Advances are distinguished by
"Class" and "Type".  The "Class" of
an Advance refers to the determination of whether such Advance is a Revolving
Advance or Swingline Advance, each of which constitutes a Class.  The "Type" of an Advance refers to the
determination whether such Advance is a Eurodollar Advance or a Base Rate
Advance, each of which constitutes a
Type.

Section 1.05         
Miscellaneous.  Article, Section, Schedule and
Exhibit references are to Articles and Sections of and Schedules and Exhibits to
this Agreement, unless otherwise specified.  All references to instruments,
documents, contracts, and agreements are references to such instruments,
documents, contracts, and agreements as the same may be amended, supplemented,
and otherwise modified from time to time, unless otherwise
specified.


ARTICLE
II

THE
ADVANCES

Section 2.01         
The
Advances.

        (a)    Revolving
Advances.  Each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Revolving Advances to
the Borrowers in Dollars from time‐to‐time on any Business Day during the period
from the Closing Date until the Maturity Date; provided that, (i) the sum
of (A) the aggregate outstanding principal amount of the Revolving Advances
plus (B) the Letter of Credit Exposure plus (C) the aggregate
outstanding principal amount of the Swingline Advances may not exceed at any
time the lesser of (1) the aggregate amount of the Revolving Commitments and (2)
the Collateral Coverage Amount, (ii) the aggregate outstanding Revolving
Advances made to the Borrowers may not exceed $110,000,000.00 and (iii) the
aggregate outstanding Revolving Advances made to the Mexican Borrower may not
exceed $50,000,000.00.  Each
Revolving Borrowing shall be in an aggregate amount not less than $2,000,000.00
and in integral multiples of $500,000.00 in excess thereof and shall consist of
Revolving Advances of the same Type made on the same day by the Lenders ratably
according to their respective Revolving Commitments.  Within the limits of each Lender's
Revolving Commitment, the Borrowers may from time‐to‐time borrow, prepay
pursuant to Section 2.07 and reborrow under this Section 2.01(a).

        (b)    Swingline Advances.

                (i)    On the terms and conditions set forth in this Agreement, the Swingline Bank agrees to from time-to-time on any Business Day during the period
from the Closing Date until the last Business Day occurring before the Maturity
Date, make advances ("Swingline Advances") in Dollars under the Swingline Note
to the Company for periods of up to five Business Days (except that no Swingline
Advance may mature after the Maturity Date), bearing interest at the Alternate
Base Rate plus the Applicable Margin for Base Rate Advances, and in an aggregate
principal amount not to exceed $10,000,000.00 outstanding at any time;
provided that the sum of (A) the aggregate principal amount of
outstanding Revolving Advances plus (B) the aggregate principal amount of
outstanding Swingline Advances plus (C) the Letter of Credit Exposure
shall never exceed the aggregate Revolving Commitments at such time; and
provided further that no Swingline Advance shall be made by the
Swingline Bank if the statements set forth in Section 3.02 are not true on the
date of such Swingline Advance, it being agreed by the Company that the giving
of the applicable Notice of Borrowing and the acceptance by the Company of the
proceeds of such Swingline Advance shall constitute a representation and
warranty by the Company that on the date of such Swingline Advance such
statements are true.  Subject to the
other provisions hereof, the Company may from time-to-time borrow, prepay (in
whole or in part) and reborrow Swingline Advances.

                (ii)    Except as provided in the following clause (iii) below,
each request for a Swingline Advance shall be made pursuant to telephone notice
to the Swingline Bank given no later than 3:00 p.m. (New York time) on the date
of the proposed Swingline Advance, promptly confirmed by a completed and
executed Notice of Borrowing telecopied to the Administrative Agent.  The Swingline Bank will promptly make
the Swingline Advance available to the Company at the Company's account with the
Administrative Agent.  If the
Company does not intend to repay such Swingline Advance within five Business
Days after the date of the proposed Swingline Advance, then the Company shall
also deliver an irrevocable Notice of Conversion to the Administrative Agent at
its Applicable Lending Office no later than 11:00 a.m. (New York time) on the
date of the requested Swingline Advance electing to Convert such Swingline
Advance.  Each such Notice of
Conversion shall be in writing or by telex, telecopier or telephone, confirmed
promptly in writing specifying (A) the requested Conversion date (which shall be
at least three Business Days after the making of such Swingline Advance), (B)
the amount of the Swingline Advance to be Converted, and (C) the requested
Interest Period.  Promptly after
receipt of a Notice of Conversion under this paragraph, the Administrative Agent
shall provide each Lender with a copy thereof and notify each Lender of the
interest rate under Sections 2.06(b). 
The portion of a Swingline Advance that is converted to Eurodollar
Advances shall constitute a new Borrowing. 


                (iii)    The Company and the Lenders agree that in the event any Swingline Advance is not repaid on the date due to the Swingline Bank, the
Administrative Agent may give each Lender a notice of Mandatory Revolving
Borrowing, and upon receipt of such notice, each Lender shall pay to the
Administrative Agent its Pro Rata Share of such Swingline Advance and such
payment shall be deemed to be a Base Rate Advance made pursuant to such Lender's
Revolving Commitment, whether made before or after termination of the Revolving
Commitments, acceleration of the Revolving Advances, or otherwise, and whether
or not the conditions precedent in Section 3.02 have been satisfied at the time
of such Mandatory Revolving Borrowing. 
The Administrative Agent shall give each Lender notice of such Mandatory
Revolving Borrowing by 12:00 p.m. (New York time) on the date the Mandatory
Revolving Borrowing is to be made. 
Each Lender having a Revolving Commitment shall, regardless of whether
the conditions in Section 3.02 have been met at the time of such Mandatory
Revolving Borrowing and regardless of whether there exists any Default or Event
of Default, make its Revolving Advance available to the Administrative Agent for
the account of the Swingline Bank in immediately available funds by 2:00 p.m.
(New York time) on the date requested, and the Company hereby irrevocably
instructs the Swingline Bank to apply the proceeds of such Mandatory Revolving
Borrowing to the payment of the outstanding Swingline Advances.

        (c)    Optional
Increase in Revolving Commitment.  At any time on or before months
after the Closing Date, the Company may, as its option and subject to the
conditions described in this Section, increase the aggregate Revolving
Commitments by adding to this Agreement one or more commercial banks or other
financial institutions (who shall, upon completion of the requirements stated in
this Section 2.01(c), constitute Lenders hereunder) with a Revolving Commitment
or by allowing one or more Lenders to increase their Revolving Commitments
hereunder, so that such added and increased Revolving Commitments shall equal
the increase in aggregate Revolving Commitments effectuated pursuant to this
Section 2.01(c); provided that, without the consent of all the Lenders, no
increase in aggregate Revolving Commitments pursuant to this Section 2.01(c)
shall result in the aggregate Revolving Commitments exceeding $150,000,000 less
the aggregate amount of reductions, if any, made pursuant to Section 2.04;
provided further that, no Lender's Revolving Commitment shall be increased
without the consent of such lender.  The Borrower may exercise its option
to so increase the aggregate Revolving Commitments only if the following
conditions are satisfied:

               
(i)    no Default or Event of Default exists hereunder, and the
Borrower shall have delivered a certificate to the Administrative Agent from a
Responsible Officer stating that no Default or Event of Default exists;

               
(ii)    the representations and warranties of the Loan Parties
contained in Article IV shall be true and correct except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on
such earlier date;

               
(iii)    the Guarantors shall have consented to such increase in
writing;

               
(iv)    at any Lender's request the Borrower shall execute a new
Revolving Note evidencing the increased Revolving Commitments of such Lender;
and

               
(v)    the Administrative Agent shall have consented to such
increase in writing (such consent not to be unreasonably withheld or delayed).

The Borrower shall give the Administrative Agent 10 Business Day's notice of
the Borrower's intention to increase the aggregate Revolving Commitments
pursuant to this Section 2.01(c).  Such notice shall specify each new
commercial bank or other financial institution (which in any case shall be an
Eligible Assignee), if any, the changes in amounts of Revolving Commitments that
will result, and such other information as is reasonably requested by the
Administrative Agent.  Each new commercial bank or other financial
institution, and each Lender agreeing to increase its Revolving Commitment,
shall execute and deliver to the Administrative Agent a Commitment Increase
Agreement.  Upon execution and delivery of such Commitment Increase
Agreement and any additional Notes contemplated thereby, such new commercial
bank or other financial institution shall constitute a "Lender" hereunder with a
Revolving Commitment as specified therein, or such Lender's Revolving Commitment
shall increase as specified therein, as the case may be.  Notwithstanding
the foregoing, after giving effect to this Section, the terms and conditions
hereof shall remain substantially the same as on the Closing Date.  

Section 2.02         
Method of
Borrowing.

        (a)   
Notice. 
Each Borrowing (other than a Mandatory Revolving Borrowing) shall be made
pursuant to a Notice of Borrowing, given not later than (i) in the case of a
Borrowing comprised of Eurodollar Advances, 11:00 a.m. (New York time)
on the third Business Day before the Borrowing Date of a requested Borrowing and
(ii) in the case of a Borrowing comprised of Base Rate Advances, 11:00 a.m. (New
York time) on the Business Day of a requested Borrowing, in each case to the
Administrative Agent's Applicable Lending Office.  The Administrative Agent shall give to
each Lender prompt notice on the day of receipt of a timely Notice of Borrowing
of such requested Borrowing by telecopier or telex.  Each Notice of Borrowing shall be by
telecopier, telex or telephone, confirmed promptly in writing specifying (A) the
Borrowing Date (which shall be a Business Day), (B) the requested Type and Class
of Advances comprising such Borrowing, (C) the requested aggregate amount of
such Borrowing, and (D) if such Borrowing is to be comprised of
Eurodollar Advances, the requested Interest Period for each such Borrowing.  In the case of a requested Borrowing
comprised of Eurodollar Advances, the Administrative Agent shall promptly notify
each Lender of the applicable interest rate under Section 2.06(b).  Each Lender shall make available its Pro
Rata Share of such Borrowing before 1:00 p.m. (New York time) on the date
of such Borrowing in immediately available funds to the Administrative Agent at
its Applicable Lending Office on the date of such Borrowing or such other
location as the Administrative Agent may specify by notice to the Lenders.  After the Administrative Agent's receipt
of such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will promptly make such funds
available to the applicable Borrower not later than 3:00 p.m. (New York time) on
the Borrowing Date at such account as such Borrower shall specify in writing to
the Administrative Agent.

        (b)    
Conversions and Continuations.  In order to elect to Convert or Continue
an Advance under this Section, the Company shall deliver an irrevocable Notice
of Conversion or Continuation to the Administrative Agent at its Applicable
Lending Office no later than (i) 11:00 a.m. (New York time) at least one
Business Day in advance of such requested Conversion date in the case of a
Conversion of a Eurodollar Advance to a Base Rate Advance or (ii)
11:00 a.m. (New York time) at least three Business Days in advance of such
requested Conversion date in the case of a Conversion into or Continuation of a
Eurodollar Advance to another Eurodollar Advance.  Each such Notice of Conversion or
Continuation shall be in writing or by telex, telecopier or telephone, confirmed
promptly in writing specifying (A) the requested Conversion or Continuation
date (which shall be a Business Day), (B) the amount, Type, and Class of
the Advance to be Converted or Continued, (C) whether a Conversion or
Continuation is requested, and if a Conversion, into what Type of Advance, and
(D) in the case of a Conversion to, or a Continuation of, a Eurodollar
Advance, the requested Interest Period. 
Promptly after receipt of a Notice of Conversion or Continuation under
this paragraph, the Administrative Agent shall provide each Lender with a copy
thereof and, in the case of a Conversion to or a Continuation of a Eurodollar
Advance, notify each Lender of the interest rate under
Sections 2.06(b).  The portion
of Advances comprising part of the same Borrowing that are converted to Advances
of another Type shall constitute a new Borrowing.  Notwithstanding anything in this
Agreement to the contrary, Conversions of Eurodollar Advances may only be made
at the end of the applicable Interest Period for such Advances; provided,
however, that Conversions of Base Rate Advances may be made at any time.

        (c)   
Certain Limitations.  Notwithstanding anything in
paragraphs (a) and (b) above:

                (i)    at no time shall there be more than five Interest Periods
applicable to outstanding Eurodollar Advances which are Revolving Advances;

                (ii)    (A) if any Lender shall, at least one Business Day before
the date of any requested Borrowing, notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or other Governmental
Authority asserts that it is unlawful, for such Lender or any of its Applicable
Lending Offices to perform its obligations under this Agreement to make
Eurodollar Advances, or to fund or maintain Eurodollar Advances, the right of
the Company to select Eurodollar Advances from such Lender for such Borrowing or
for any subsequent Borrowing shall be suspended until such Lender shall notify
the Administrative Agent that the circumstances causing such suspension no
longer exist, and such Lender's Advance for such Borrowing shall be a Base Rate
Advance and (B) such Lender agrees to use commercially reasonable efforts
(consistent with its internal policies and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such
designation would avoid the effect of this paragraph and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender;

                (iii)    if the Administrative Agent is unable to determine the
Eurodollar Reference Rate for any requested Borrowing and the Administrative
Agent gives telephonic or telecopy notice thereof to the Company as soon as
practicable, the right of the Company to select Eurodollar Advances for such
Borrowing or for any subsequent Borrowing and the obligation of the Lenders to
make such Eurodollar Advances shall be suspended until the Administrative Agent
shall notify the Company and the Lenders that the circumstances causing such
suspension no longer exist, and each Advance comprising such Borrowing shall be
a Base Rate Advance;

                (iv)    if the Majority Lenders shall, by 11:00 a.m. (New York time) at
least one Business Day before the date of any requested Borrowing, notify the
Administrative Agent that the Eurodollar Reference Rate will not adequately
reflect the cost to such Lenders of making or funding their respective
Eurodollar Advances and the Administrative Agent gives telephonic or telecopy
notice thereof to the Company as soon as practicable, the right of the Borrowers
to select Eurodollar Advances for such Borrowing or for any subsequent Borrowing
and the obligation of the Lenders to make Eurodollar Advances shall be suspended
until the Administrative Agent shall notify the Company and the Lenders that the
circumstances causing such suspension no longer exist, and each Advance
comprising such Borrowing shall be a Base Rate Advance;

                (v)   
if the Company shall fail to select the duration or
Continuation of any Interest Period for any Eurodollar Advances in accordance
with the provisions contained in the definition of "Interest Period" in
Section 1.01 and paragraphs (a) and (b) above or shall fail to deliver
a Notice of Conversion or Continuation or to specify the Type of Eurodollar
Advance in a Notice of Conversion or Continuation, the Administrative Agent will
forthwith so notify the Company and the Lenders and such Advances will be made
available to the Borrowers on the date of such Borrowing and will have an
Interest Period of one month; and

                (vi)    no Advance may be Converted or Continued as a Eurodollar
Advance at any time when a Default has occurred and is continuing.

        (d)    
Notices Irrevocable.  Each Notice of Borrowing and Notice of
Conversion or Continuation delivered by a Borrower shall be irrevocable and
binding on the Borrowers.  In the
case of any Borrowing which the related Notice of Borrowing or Notice of
Conversion or Continuation specifies is to be comprised of Eurodollar Advances,
the Company shall indemnify each Lender against any loss, out-of-pocket cost or
expense actually incurred by such Lender as a result of any failure to fulfill
on or before the date specified in such Notice of Borrowing or such Notice of
Conversion or Continuation for such Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss, cost or expense
actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund the Advance to be made by such
Lender as part of such Borrowing when such Advance, as a result of such failure,
is not made on such date.

        (e)   
Administrative Agent Reliance.  Unless the Administrative Agent shall
have received notice from a Lender before any Borrowing Date that such Lender
will not make available to the Administrative Agent such Lender's Pro Rata Share
of any Borrowing, the Administrative Agent may assume that such Lender has made
its Pro Rata Share of such Borrowing available to the Administrative Agent on
the Borrowing Date in accordance with paragraph (a) of this Section 2.02
and the Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower on such Borrowing Date a corresponding
amount.  If and to the extent that
such Lender shall not have so made its Pro Rata Share of such Borrowing
available to the Administrative Agent, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate per
annum equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent.  If such Lender shall repay
to the Administrative Agent such corresponding amount and interest as provided
above, such corresponding amount so repaid shall constitute such Lender's
Advance as part of such Borrowing for purposes of this Agreement even though not
made on the same day as the other Advances comprising such Borrowing.  If such Lender's Advance as part of such
Borrowing is not made available by such Lender within three Business Days of the
Borrowing Date, the applicable Borrower shall repay such Lender's share of such
Borrowing (together with interest thereon at the interest rate applicable during
such period to Advances comprising such Borrowing) to the Administrative Agent
not later than three Business Days after receipt of written notice from the
Administrative Agent specifying such Lender's share of such Borrowing that was
not made available to the Administrative Agent.

        (f)   
Lender Obligations Several.  The failure of any Lender to make the
Advance to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, to make its Advance on the Borrowing
Date.  No Lender shall be
responsible for the failure of any other Lender to make the Advance to be made
by such other Lender on any Borrowing Date.

        (g)   
Notes.  The
indebtedness of each Borrower to each Lender resulting from Revolving Advances
owing to such Lender shall be evidenced by the Revolving Note of the applicable
Borrower payable to the order of such Lender.  The indebtedness of the Company to the
Swingline Bank resulting from Swingline Advances owing to the Swingline Bank
shall be evidenced by the Swingline Note.

Section 2.03         
Fees.

        (a)   
Revolving Commitment Fees.  The Company agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee per annum
on the average daily amount by which such Lender's Revolving Commitment exceeds
the sum of (i) the aggregate principal amount of such Lender's outstanding
Revolving Advances and (ii) its participation share of the Letter of Credit
Exposure, from the Closing Date until the Maturity Date at the Applicable Margin
for Revolving Commitment Fees.  The
fees payable pursuant to this clause (a) are due quarterly in arrears on
the last Business Day of each March, June, September, and December commencing
March 31, 2004 and on the Maturity Date. 
For purposes of calculating the commitment fee hereunder, the Letter of
Credit Exposure for any Letters of Credit issued in a currency other than
Dollars shall be at any time the Dollar Amount of such Letter of Credit Exposure
as determined on the most recent Computation Date with respect to such Letter of
Credit.

        (b)   
Agent's Fees. 
The Company agrees to pay to the Administrative Agent and the Arranger
the agent's and arranger's fees as separately agreed upon by the Company and the
Administrative Agent in the letter agreement dated February 19, 2004 from the
Arranger and CLNY to the Company on the dates required by such letter.

        (c)   
Letter of Credit Fees.  The Company agrees to pay (i) to the Administrative Agent for the
pro rata benefit of each Lender for each Letter of Credit a fee per annum equal
to the Applicable Margin then in effect for such type of Letter of Credit times
the daily maximum amount available to be drawn under such Letter of Credit;
provided that, if any Borrower shall default in the payment of any amount of principal, interest or fees
when due (whether at stated maturity, by acceleration, or otherwise), then, the applicable fee rate on such Letters of Credit shall
be the Applicable Margin then in effect for such Letter of Credit plus 2%
per annum and (ii) to such Issuing Bank, a fronting fee for each Letter of
Credit issued for its account equal to 0.125% per annum times the daily maximum
amount available to be drawn under such Letter of Credit. Each such fee shall be
based on the Dollar Amount of the maximum amount available to be drawn under
such Letter of Credit from the date of issuance of the Letter of Credit until
its expiration date and shall be payable quarterly in arrears on the last
Business Day of each March, June, September, and December commencing March 31,
2004 and on its expiration date.  In
addition, the Company agrees to pay to such Issuing Bank all customary
transaction costs and fees charged by such Issuing Bank in connection with the
issuance, transfer, amendment, drawing, negotiation or reissuance of a Letter of
Credit for the Borrower's account, such costs and fees to be due and payable on
the date specified by such Issuing Bank in the invoice for such costs and
fees.

Section 2.04         
Reduction of the
Commitments.  The Company shall have the right, upon
at least five days' irrevocable notice to the Administrative Agent, to terminate
in whole or reduce ratably in part the unused portion of the Revolving
Commitments; provided that each partial reduction of Revolving
Commitments shall be in the minimum aggregate amount of $5,000,000.00 and in
integral multiples of $1,000,000.00 in excess thereof (or such lesser amount as
may then be outstanding); and provided further that the aggregate
amount of the Revolving Commitments may not be reduced below the aggregate
principal amount of the outstanding Revolving Advances plus the Letter of
Credit Exposure plus the outstanding principal amount of the Swingline
Advances.  Any reduction or termination of the Revolving Commitments
pursuant to this Section 2.04 shall be permanent, with no obligation of the
Lenders to reinstate such Revolving Commitments and the commitment fees provided
for in Section 2.03(a) shall thereafter be computed on the basis of the
Revolving Commitments as so reduced.  The Administrative Agent shall give
each Lender prompt notice of any commitment reduction or termination.

Section 2.05         
Repayment.  Each Borrower shall repay the
outstanding principal amount of each Revolving Advance made to it on the
Maturity Date.

Section 2.06         
Interest.  The Borrowers shall pay interest on the
unpaid principal amount of each Advance made by each Lender to it from the date
of such Advance until such principal amount shall be paid in full, at the
following rates per
annum:

        (a)   
Base Rate Advances.  If such Advance is a Base Rate Advance,
a rate per annum equal at all times to the lesser of (i) the Alternate Base
Rate in effect from time‐to‐time plus the Applicable Margin and
(ii) the Maximum Rate, payable in arrears on the last Business Day of each
March, June, September and December and on the date such Base Rate Advance shall
be paid in full; provided that, if any Borrower shall default in the
payment of any amount of principal, interest or fees
when due (whether at stated maturity, by acceleration, or
otherwise), then all Base Rate Advance shall bear interest payable on demand, at a rate per annum equal at all
times to the lesser of (i) the Alternate Base Rate in effect from
time‐to‐time plus the Applicable Margin plus 2% and (ii) the
Maximum Rate.

        (b)   
Eurodollar Advances.  If such Advance is a Eurodollar Advance,
a rate per annum equal at all times during the Interest Period for such Advance
to the lesser of (i) the Eurodollar Reference Rate for such Interest Period
plus the Applicable Margin and (ii) the Maximum Rate, payable on the
last day of such Interest Period, and, in the case of Interest Periods of
greater than three months, on the Business Day which occurs during such Interest
Period three months from the first day of such Interest Period; provided
that, if any Borrower shall default in the payment of any amount of principal, interest or fees
when due
(whether at stated maturity, by acceleration, or otherwise), then all Eurodollar
Advance shall bear interest
payable on demand, at a rate per annum equal at all times to the lesser of
(i) the rate required to be paid on such Advance immediately prior to the
occurrence of such Event of Default plus 2% and (ii) the Maximum
Rate.

        (c)   
Additional Interest on Eurodollar Advances.  The Company shall pay to each Lender, so
long as any such Lender shall be required under regulations of the Federal
Reserve Board to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional interest on the
unpaid principal amount of each Eurodollar Advance, from the effective date of
such Advance until such principal amount is paid in full, at an interest rate
per annum equal at all times to the remainder obtained by subtracting
(A) the Eurodollar Reference Rate for the Interest Period for such Advance
from (B) the rate obtained by dividing such Eurodollar Reference Rate by a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such
Lender for such Interest Period, payable on each date on which interest is
payable on such Advance.  Such
additional interest payable to any Lender shall be determined by such Lender and
notified to the Company through the Administrative Agent (such notice to include
the calculation of such additional interest, which calculation shall be
conclusive in the absence of manifest error, and be accompanied by any evidence
indicating the need for such additional interest as the Company may reasonably
request).

        (d)   
Usury Recapture. 
In the event the rate of interest chargeable under this Agreement or the
Notes at any time (calculated after giving effect to all items charged which
constitute "interest" under applicable laws, including fees and margin amounts,
if applicable) is greater than the Maximum Rate, the unpaid principal amount of
the Notes shall bear interest at the Maximum Rate until the total amount of
interest paid or accrued on the Notes equals the amount of interest which would
have been paid or accrued on the Notes if the stated rates of interest set forth
in this Agreement had at all times been in effect.

In the event, upon payment in full of the Notes,
the total amount of interest paid or accrued under the terms of this Agreement
and the Notes is less than the total amount of interest which would have been
paid or accrued if the rates of interest set forth in this Agreement had, at all
times, been in effect, then each Borrower shall, to the extent permitted by
applicable law, pay the Administrative Agent for the account of the Lenders an
amount equal to the difference between (i) the lesser of (A) the
amount of interest which would have been charged on its Notes if the Maximum
Rate had, at all times, been in effect and (B) the amount of interest which
would have accrued on its Notes if the rates of interest set forth in this
Agreement had at all times been in effect and (ii) the amount of interest
actually paid under this Agreement on its Notes.

In the event the Lenders ever receive, collect
or apply as interest any sum in excess of the Maximum Rate, such excess amount
shall, to the extent permitted by law, be applied to the reduction of the
principal balance of the Notes, and if no such principal is then outstanding,
such excess or part thereof remaining shall be paid to the Borrowers.

Section 2.07         
Prepayments.

        (a)   
Right to Prepay. 
The Borrowers shall have no right to prepay any principal amount of any
Advance except as provided in this Section 2.07.

        (b)   
Optional.  A
Borrower may elect to prepay any of the Advances owing by it to the Lenders,
after giving prior written notice of such election by (i) 11:00 a.m. (New
York time) five days before such prepayment date in the case of Borrowings
which are comprised of Eurodollar Advances, and (ii) 11:00 a.m. (New York time)
on the Business Day of such prepayment, in case of Borrowings which are
comprised of Base Rate Advances, in each case to the Administrative Agent
stating the proposed date and aggregate principal amount of such prepayment and
the Type of Advances to be prepaid. 
If any such notice is given, the Administrative Agent shall give prompt
notice thereof to each Lender and such Borrower shall prepay Advances comprising
part of the same Borrowing in whole or ratably in part in an aggregate principal
amount equal to the amount specified in such notice; provided, however,
that each partial prepayment shall be in an aggregate principal amount not less
than $5,000,000.00 and in integral multiples of $1,000,000.00 in excess thereof
(or such lesser amount as may then be outstanding).

        (c)   
Mandatory. 
The Company agrees to make a mandatory prepayment of the Revolving
Advances and/or the Swingline Advances:

                (i)   
or if the Revolving Advances and the Swingline Advances have
been repaid in full, make deposits into the Cash Collateral Account to provide
cash collateral for the Letter of Credit Exposure, on any date on which the
outstanding principal amount of the Revolving Advances plus the Letter of
Credit Exposure plus the outstanding principal amount of the Swingline
Advances exceeds the lesser of (A) the aggregate Revolving Commitments and (B)
the Collateral Coverage Amount, in the amount of such excess;

                (ii)   
by an amount equal to 100% of the Debt Incurrence Proceeds that
the Company or any of its Subsidiaries receives from each Debt Incurrence after
the Closing Date within 30 days after the date of each such Debt Incurrence;

                (iii)   
by an amount equal to 100% of the Equity Issuance Proceeds in
excess of $5,000,000.00 per occurrence that the Company or any of its
Subsidiaries receives from each Equity Issuance after March 31, 2004 within 30
days after the date of each such Equity Issuance; and

                (iv)    by an amount equal to (A)
provided that no Event of Default has occurred and is continuing, (1) the amount required by Section
6.03(b)(iii) from the sale of any assets permitted by Section 6.03 (other than
sales of assets from the Company to any of its Subsidiaries or from any of its
Subsidiaries to the Company or another Subsidiary of the Company), to the extent
such amounts are not reinvested in accordance with Section 6.03, on the
95th day after receipt of such amount and (2) 100% of the Net Cash
Proceeds in excess of $5,000,000.00 that the Company or any of its Subsidiaries
receives from Insurance Policies or condemnation awards in connection with a
Casualty Event the extent such insurance proceeds or condemnation proceeds are not
reinvested in replacement assets of comparable value and utility within 90 days
after receipt of such proceeds, on the 95th day after receipt of such
Net Cash Proceeds, or (B) if an Event of Default has occurred and is continuing,
then 100% of the Net Cash Proceeds that the Company or any of its Subsidiaries
receives from the sale of any asset or any Insurance Policy or condemnation
award in connection with a Casualty Event.

        (d)   
Illegality. 
If any Lender shall notify the Administrative Agent and the Company that
the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or that any central bank or other Governmental
Authority asserts that it is unlawful for such Lender or its Applicable Lending
Office to perform its obligations under this Agreement or to make or maintain
Eurodollar Advances then outstanding hereunder, the applicable Borrower shall,
no later than 11:00 a.m. (New York time) (i) if not prohibited by law
or regulation to maintain such Eurodollar Advances for the duration of the
Interest Period, on the last day of the Interest Period for each outstanding
Eurodollar Advance or (ii) if prohibited by law or regulation to maintain
such Eurodollar Advances for the duration of the Interest Period, on the second
Business Day following its receipt of such notice, (A) prepay all Eurodollar
Advances of all of the Lenders then outstanding, together with accrued interest
on the principal amount prepaid to the date of such prepayment and amounts, if
any, required to be paid pursuant to Section 2.08 as a result of such prepayment
being made on such date, (B) each Lender shall simultaneously make a Base Rate
Advance or, if not otherwise prohibited, make an Eurodollar Advance in an amount
equal to the aggregate principal amount of the affected Eurodollar Advances, and
(C) the right of the Borrowers to select Eurodollar Advances shall be suspended
until such Lender shall notify Administrative Agent that the circumstances
causing such suspension no longer exist. 
Each Lender agrees to use commercially reasonable efforts (consistent
with its internal policies and subject to legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such
designation would avoid the effect of this paragraph and would not, in the
reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender.  If the condition requiring
the prepayment under this paragraph shall continue for such Lender for 90 days,
such Lender may be replaced in accordance with the procedures in Section
2.13.

        (e)   
Ratable Payments; Effect of Notice.  Each payment of any Advance
pursuant to this Section 2.07 or any other provision of this Agreement shall be
made in a manner such that all Advances comprising part of the same Borrowing
are paid in whole or ratably in part.  All notices given pursuant to this
Section 2.07 shall be irrevocable and binding upon the Borrowers.  Each
prepayment pursuant to this Section 2.07 shall be accompanied by accrued
interest on the amount prepaid to the date of such prepayment and amounts, if
any, required to be paid pursuant to Section 2.08 as a result of such prepayment
being made on such da

Section 2.08         
Funding
Losses.  If (a) any payment of principal of any
Eurodollar Advance is made other than on the last day of the Interest Period for
such Advance as a result of any payment pursuant to Section 2.07 or the
acceleration of the maturity of the Notes pursuant to Article VII or (b)
any Borrower fails to make a principal or interest payment with respect to any
Eurodollar Advance on the date such payment is due and payable, such Borrower
shall, within 10 days of any written demand sent by any Lender to the Company
through the Administrative Agent, pay to Administrative Agent for the account of
such Lender any amounts (without duplication of any other amounts payable in
respect of breakage costs) required to compensate such Lender for any additional
losses, out‐of‐pocket costs or expenses which it may reasonably incur as a
result of such payment or nonpayment, including, without limitation, any loss,
cost or expense actually incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by any Lender to fund or maintain such
Advance.

Section 2.09         
Increased
Costs.

        (a)   
Eurodollar Advances.  If, due to either (i) the introduction
of or any change (other than any change by way of imposition or increase of
reserve requirements included in the Eurodollar Rate Reserve Percentage) in or
in the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to any Lender of agreeing to make or making, funding, or maintaining
Eurodollar Advances or participating in the Letter of Credit Exposure or to any
Issuing Bank for issuing a Letter of Credit, then the Company shall from
time‐to‐time, upon demand by such Lender or such Issuing Bank (with a copy of
such demand to the Administrative Agent), immediately pay to Administrative
Agent for the account of such Lender or such Issuing Bank additional amounts
(without duplication of any other amounts payable in respect of increased costs)
sufficient to compensate such Lender for such increased cost; provided,
however, that, before making any such demand, each Lender and each Issuing Bank
agrees to use commercially reasonable efforts (consistent with its internal
policy and subject to legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would
avoid the need for, or reduce the amount of, such increased cost and would not,
in the reasonable judgment of such Lender or such Issuing Bank, be otherwise
economically disadvantageous to such Lender or such Issuing Bank.  A certificate indicating the amount of
such increased cost and detailing the calculation of such cost shall be
submitted by such Lender or such Issuing Bank to the Company and the
Administrative Agent and shall be conclusive and binding for all purposes,
absent manifest error.

        (b)   
Capital Adequacy. 
If any Lender or Issuing Bank determines in good faith that compliance
with any law or regulation or any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law)
implemented or effective after the Closing Date affects or would affect the
amount of capital required or expected to be maintained by such Lender or such
Issuing Bank or any corporation controlling such Lender or such Issuing Bank and
that the amount of such capital is increased by or based upon the existence of
such Lender's or such Issuing Bank's commitment to lend, commitment to issue a
Letter of Credit, or other commitments of this type, then, upon demand by such
Lender or such Issuing Bank (with a copy of any such demand to the
Administrative Agent), the Company shall immediately pay to Administrative Agent
for the account of such Lender or such Issuing Bank as the case may be, from
time‐to‐time as specified by such Lender or such Issuing Bank, additional
amounts (without duplication of any other amounts payable in respect of
increased costs) sufficient to compensate such Lender or such Issuing Bank, in
light of such circumstances, with respect to such Lender or such Issuing Bank,
to the extent that such Lender or such Issuing Bank reasonably determines such
increase in capital to be allocable to the existence of such Lender's or such
Issuing Bank's commitment to lend or issue a Letter of Credit under this
Agreement.  A certificate as to such
amount and detailing the calculation of such costs shall be submitted to the
Company by such Lender or such Issuing Bank, such certificate to be conclusive
and binding for all purposes, absent manifest error.

Section 2.10         
Payments and
Computations.

        (a)   
Payments Generally.  Except as provided in Section 2.15(c),
all payments of principal, interest, fees, and other amounts to be made by the
Borrowers under this Agreement and the other Credit Documents shall be made to
the Administrative Agent in Dollars at its office in New York or such other
office as it designates to the Company in immediately available funds, without
setoff, deduction, or counterclaim.

        (b)   
Payment Procedures.  The Borrowers shall make each payment
under this Agreement and under their respective Notes not later than 12:00 p.m.
(New York time) on the day when due to the Administrative Agent at the
Administrative Agent's address specified in Section 10.02 (or such other
location as the Administrative Agent shall designate in writing to the
Borrower).  The Administrative Agent
will promptly thereafter, and in any event prior to the close of business on the
day any timely payment is made, cause to be distributed like funds relating to
the payment of principal, interest or fees ratably (other than amounts payable
solely to the Administrative Agent, or a specific Lender pursuant to
Section 2.03(b), 2.03(c), 2.08, 2.09, 2.11, or 2.15 but after taking into
account payments effected pursuant to Section 10.04) in accordance with
each Lender's Pro Rata Share to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Offices, in each case to be applied in accordance with the terms of this
Agreement.  All payments owing in
respect of Advances made or Letters of Credit issued in one currency (including,
without limitation, interest, principal, commitment fees and letter of credit
fees) shall be paid or repaid, as the case may be, in the same currency as such
Advance or Letter of Credit, as applicable.

        (c)   
Computations. 
All computations of interest based on the Prime Rate shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Federal Funds Effective Rate,
the Eurodollar Reference Rate and of fees shall be made by the Administrative
Agent, on the basis of a year of 360 days, in each case for the actual number of
days (including the first day, but excluding the last day) occurring in the
period for which such interest or fees are payable.  Each determination by the Administrative
Agent of an interest rate shall be conclusive and binding for all purposes,
absent manifest error.

        (d)   
Non‐Business Day Payments.  Whenever any payment shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may
be.

        (e)   
Agent Reliance. 
Unless the Administrative Agent shall have received written notice from a
Borrower prior to the date on which any payment is due to the Lenders that such
Borrower will not make such payment in full, the Administrative Agent may assume
that such Borrower has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such assumption,
cause to be distributed to each Lender on such date an amount equal to the
amount then due to such Lender.  If
and to the extent a Borrower shall not have so made such payment in full to
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender, together with
interest, for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative Agent, at
the Federal Funds Effective Rate for such day.

Section 2.11         
Taxes.

        (a)   
No Deduction for Certain Taxes.  Any and all payments by the Borrowers
shall be made, in accordance with Section 2.10, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges or withholdings and all liabilities with respect thereto, excluding (i)
in the case of each Lender, each Issuing Bank and the Administrative Agent,
taxes imposed on its income, and franchise taxes imposed on it by the
jurisdiction under the laws of which such Lender, Issuing Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision of the jurisdiction and (ii) any taxes imposed by the United States
of America by means of withholding at the source if and to the extent that such
taxes shall be in effect and shall be applicable, on the Closing Date (or, in
the case of a Lender which becomes a party to this Agreement after the Closing
Date, on the date such Lender becomes a party to this Agreement), to payments to
be made to such Lender, Issuing Bank or the Administrative Agent (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes") and, in the case of each
Lender, Taxes by the jurisdiction of such Lender's Applicable Lending Office or
any political subdivision of such jurisdiction.  If a Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable to any Lender, Issuing
Bank or the Administrative Agent, (i) the sum payable shall be increased as may
be necessary so that, after making all required deductions, such Lender, Issuing
Bank or the Administrative Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been made;
provided, however, that if a Borrower's obligation to deduct or withhold
Taxes is caused solely by such Lender's, Issuing Bank's or Administrative
Agent's failure to provide the forms described in paragraph (e) of this
Section 2.11 and such Lender, Issuing Bank or Administrative Agent could
have provided such forms, no such increase shall be required; (ii) such
Borrower shall make such deductions; and (iii) such Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

        (b)   
Other Taxes. 
In addition, each Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, the Notes, or the
other Credit Documents (hereinafter referred to as "Other Taxes").

        (c)   
Indemnification. 
Each Borrower indemnifies each Lender, Issuing Bank and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.11) paid by such Lender, Issuing Bank or
the Administrative Agent (as the case may be) and any liability (including
interest and expenses) arising therefrom or with respect thereto (whether or not
such Taxes or Other Taxes were correctly or legally asserted), in either case,
attributable to such Borrower.  Each
payment required to be made by a Borrower in respect of this indemnification
shall be made to the Administrative Agent for the benefit of any party claiming
such indemnification within 30 days from the date such Borrower receives written
demand detailing the calculation of such amounts therefor from Administrative
Agent on behalf of itself as Administrative Agent, any such Issuing Bank or any
such Lender.  If any Lender, Issuing
Bank or the Administrative Agent receives a refund in respect of any taxes paid
by a Borrower under this paragraph (c), such Lender, Issuing Bank or
Administrative Agent, as the case may be, shall promptly pay to such Borrower
its share of such refund.

        (d)   
Evidence of Tax Payments.  Each Borrower will pay prior to
delinquency all Taxes payable in respect of any payment.  Within 30 days after the date of any
payment of Taxes, such Borrower will furnish to the Administrative Agent, at its
address referred to in Section 10.02, the original or a certified copy of a
receipt evidencing payment of such Taxes.

        (e)   
Foreign Lender Withholding Exemption.  Each Lender that is not incorporated
under the laws of the United States of America or a state thereof agrees that it
will deliver to the Company and the Administrative Agent on the Closing Date or
upon the effectiveness of any Assignment and Acceptance (i) two duly
completed copies of United States Internal Revenue Service Form W8-ECI or
W8-BENor successor applicable form, as the case may be, certifying in each case
that such Lender is entitled to receive payments under this Agreement and the
Notes payable to it, without deduction or withholding of any United States
federal income taxes, (ii) if applicable, an Internal Revenue Service
Form W‐8 or W‐9 or successor applicable form, as the case may be, to
establish an exemption from United States backup withholding tax, and
(iii) any other governmental forms which are necessary or required under an
applicable tax treaty or otherwise by law to reduce or eliminate any withholding
tax, which have been reasonably requested by a Borrower.  Each Lender which delivers to the
Company and the Administrative Agent a Form W8-ECI or W8-BENand Form W‐8 or W‐9 pursuant to the preceding sentence further
undertakes to deliver to the Company and the Administrative Agent two further
copies of Form W8-ECI or W8-BENand Form W‐8 or W‐9, or successor applicable forms, or other manner
of certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company and the
Administrative Agent, and such extensions or renewals thereof as may reasonably
be requested by the Company and the Administrative Agent certifying in the case
of a Form W8-ECI or W8-BENthat such Lender is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes.  If an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any delivery required by the preceding sentence would otherwise be
required which renders all such forms inapplicable or which would prevent any
Lender from duly completing and delivering any such form with respect to it and
such Lender advises the Company and the Administrative Agent that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax, and in the case of a Form W‐8 or W‐9,
establishing an exemption from United States backup withholding tax, such Lender
shall not be required to deliver such forms.  Each Borrower shall withhold tax at the
rate and in the manner required by the laws of the United States with respect to
payments made to a Lender failing to timely provide the requisite Internal
Revenue Service forms and shall not be required to pay any additional amounts
pursuant to paragraph (a) or indemnify a Lender pursuant to paragraph (c) with
respect to such withheld tax.

        (f)   
Repayment under Certain Circumstances.  If a Borrower is required by any law or
regulation to make any deduction or withholding from any sum payable by it under
this Agreement and is prevented by law from fulfilling the related gross-up
obligation, upon written notice to such Borrower from the Administrative Agent
(which shall give such notice if, and only if, so requested by any Lender) the
relevant Advances shall be repaid within 30 days of the date such notice is
received by such Borrower together with accrued interest and any amounts owing
under Section 2.08.

        (g)   
Mitigation. 
Each Lender shall use its best efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for its
Applicable Lending Office or change the jurisdiction of its Applicable Lending
Office, as the case may be, so as to avoid the imposition of any Taxes or Other
Taxes or to eliminate the amount of any such additional amounts which may
thereafter accrue; provided that no such selection or change of the
jurisdiction for its Applicable Lending Office shall be made if, in the
reasonable judgment of such Lender, such selection or change would be
disadvantageous to such Lender.

Section 2.12         
Sharing of Payments,
Etc.  If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set‐off or
otherwise) on account of the Advances made by it in excess of its Pro Rata Share
of payments on account of the Advances or Letter of Credit Obligations obtained
by all the Lenders, such Lender shall notify the Administrative Agent and
forthwith purchase from the other Lenders such participations in the Advances
made by them or Letter of Credit Obligations held by them as shall be necessary
to cause such purchasing Lender to share the excess payment ratably in
accordance with the requirements of this Agreement with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to the purchasing Lender the
purchase price to the extent of such Lender's ratable share (according to the
proportion of (a) the amount of the participation sold by such Lender to the
purchasing Lender as a result of such excess payment to (b) the total amount of
such excess payment) of such recovery, together with an amount equal to such
Lender's ratable share (according to the proportion of (a) the amount of
such Lender's required repayment to the purchasing Lender to (b) the total
amount of all such required repayments to the purchasing Lender) of any interest
or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered.  Each Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.12 may, to the fullest extent permitted by law,
unless and until rescinded as provided above, exercise all its rights of payment
(including the right of set‐off) with respect to such participation as fully as
if such Lender were the direct creditor of such Borrower in the amount of such
participation.

Section 2.13         
Lender
Replacement.  If any Lender has notified the Company
and the Administrative Agent of its incurring additional costs under Section
2.09 or has required the Borrower to make payment for taxes under Section
2.11(a) (other than payments in respect of Mexican Taxes), then the Company may,
unless such Lender has notified the Company and the Administrative Agent that
the circumstances giving rise to such notice no longer apply or a Default
exists, terminate, in whole but not in part, the Revolving Commitment of any
such Lender (other than the Administrative Agent) (the "Terminated Lender") and
repay the Advances of such Lender at any time upon five Business Days prior
written notice to the Terminated Lender and the Administrative Agent (such
notice referred to herein as a "Notice of Termination").  In order to effect the termination of
the Revolving Commitment of the Terminated Lender and the repayment of such
Terminated Lender's Advances, the Company shall (i) obtain an agreement with one
or more other Lenders to increase their Revolving Commitments and accept an
assignment of the Terminated Lender's Advances or (ii) request any one or more
other Persons otherwise meeting the requirements of Section 9.03(a) ("Eligible
Assignees") to become parties to this Agreement in place of such Terminated
Lender and agree to accept a Revolving Commitment in an aggregate amount or
amounts equal to the Revolving Commitment held by the Terminated Lender and
accept an assignment of the Terminated Lender's Advances and (iii) pay all
amounts due to the Terminated Lender pursuant to the provisions of Section 2.09
and 2.11(a); provided, however, that such one or more Eligible Assignees
selected by the Company must become parties by accepting an Assignment and
Acceptance (the Lenders or other Eligible Assignees that agree to accept in
whole or in part the Revolving Commitment of the Terminated Lender and accept an
assignment of the Terminated Lender's Advances being referred to herein as the
"Replacement Lenders"), such that the aggregate increased or accepted Revolving
Commitments of the Replacement Lenders and Advances assigned to the Replacement
Lenders under clauses (i) and (ii) above equal to the Revolving Commitment and
Advances of the Terminated Lender. 
The Notice of Termination shall include the name of the Terminated
Lender, the date the termination will occur (the "Termination Date"), and the
Replacement Lender or Replacement Lenders to which the Terminated Lender will
assign its Revolving Commitment and Advances and, if there will be more than one
Replacement Lender, the portion of the Terminated Lender's Revolving Commitment
and Advances to be assigned to each Replacement Lender.  On the Termination Date, (i) the
Terminated Lender shall by execution and delivery of an Assignment and
Acceptance assign its Revolving Commitment and Advances to the Replacement
Lender or Replacement Lenders (pro rata, if there is more than one Replacement
Lender, in proportion to the portion of the Terminated Lender's Revolving
Commitment and Advances to be assigned to each Replacement Lender) indicated in
the Notice of Termination and shall assign to the Replacement Lender or
Replacement Lenders all of its rights and obligations under this Agreement,
including, without limitation, each of its Advances then outstanding and
participation interest in Letters of Credit (if any) then outstanding pro rata
at a price equal to the unpaid principal amount thereon plus interest and fees
accrued and unpaid to the Termination Date, and (ii) the Replacement Lender or
Replacement Lenders will thereupon succeed to and be substitute in all respects
for the Terminated Lender with like effect as if becoming a Lender pursuant to
the terms of Section 9.03.  For each
assignment made under this Section 2.13 the Replacement Lender shall pay to the
Administrative Agent the assignment fee provided for in Section 9.03(b).  The Company shall be responsible for
payment of all breakage fees associated with termination and Replacement
Lenders, as set forth in Section
2.08.

Section 2.14         
Applicable Lending
Offices.  Subject to subsection 2.01, each Lender
may book its Advances at any Applicable Lending Office selected by such Lender
and may change its Applicable Lending Office from time to time.  All terms of this Agreement shall apply
to any such Applicable Lending Office and the Advances and Notes issues
hereunder shall be deemed held by each Lender for the benefit of such Applicable
Lending Office.  Each Lender may, by
written notice to the Administrative Agent and the Company designate replacement
or additional Applicable Lending Offices through which Advances will be made by
it and for whose account repayments are to be
made.

Section 2.15         
Letters of
Credit.

        (a)   
Issuance. 
From time‐to‐time from the Closing Date until 91 days before the Maturity
Date, at the request of a Borrower, any Issuing Bank shall, on the terms and
conditions hereinafter set forth, issue, increase, or extend the expiration date
of Letters of Credit for the account of the Company or any of its Subsidiaries
on any Business Day.  No Letter of
Credit will be issued, increased, or extended:

                (i)   
if such issuance, increase, or extension would cause the Letter
of Credit Exposure to exceed (A) the lesser of (1) the aggregate Revolving
Commitments and (2) the Collateral Coverage Amount minus (B) the sum of
the aggregate outstanding principal amount of all Revolving Advances and the
aggregate outstanding principal amount of the Swingline Advances;

                (ii)   
unless such Letter of Credit has an expiration date not later
than one year after the date of issuance thereof, provided that, any
such Letter of Credit with a one-year tenor may expressly provide that it is
renewable at the option of such Issuing Bank for additional one-year
periods;

                (iii)    unless such Letter of Credit is (A) issued in a currency that
is an Agreed Currency and (B) is otherwise in form and substance acceptable to
such Issuing Bank;

                (iv)   
unless such Borrower or Issuing Bank has delivered notice of
such request for and issuance of such Letter of Credit to the Administrative
Agent; 

                (v)   
if requested by such Issuing Bank, unless the Borrower has
completed, executed and delivered to the Issuing Bank the Issuing Bank's
standard form letter of credit application for letters of credit; and

                (vi)   
unless such Letter of Credit is governed by the Uniform Customs
and Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500, the International Standby Practices (ISP98),
International Chamber of Commerce Publication No. 590, or any successor to such
publication.  If the terms of any
letter of credit application referred to in the foregoing clause (v) conflicts
with the terms of this Agreement, the terms of this Agreement shall control.

        (b)   
Participations. 
Upon the date of the issuance or increase of a Letter of Credit occurring
on or after the Closing Date, such Issuing Bank shall be deemed to have sold to
each other Lender and each other Lender shall have been deemed to have purchased
from such Issuing Bank a participation in the related Letter of Credit
Obligations equal to such Lender's Pro Rata Share at such date and such sale and
purchase shall otherwise be in accordance with the terms of this Agreement.  The Issuing Bank shall promptly notify
the Administrative Agent and each such participant Lender by telex, telephone,
or telecopy of each Letter of Credit issued or increased and the actual dollar
amount of such Lender's participation in such Letter of Credit.

        (c)   
Reimbursement. 
Each Borrower hereby agrees to pay on demand to any Issuing Bank in
respect of each Letter of Credit issued for its account an amount equal to any
amount paid by such Issuing Bank under or in respect of such Letter of Credit in
the currency of such Letter of Credit. 
Notwithstanding the foregoing sentence, if, after the issuance of a
Letter of Credit in any Agreed Currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such currency with
the result that the type of currency in which the Letter of Credit was issued
(the "Original Currency") no longer exists or the Borrowers are not able to make
payment to the Administrative Agent for the account of any Issuing Bank or the
Lenders in such Original Currency, then all payments to be made by the Borrowers
hereunder in such currency shall instead be made when due in Dollars in an
amount equal to the Dollar Amount (as of the date of repayment) of such payment,
it being the intention of the parties hereto that the Borrowers take all risks
of the imposition of any such currency control or exchange regulations.  In the event any Issuing Bank makes a
payment pursuant to a request for draw presented under a Letter of Credit and
such payment is not promptly reimbursed by the relevant Borrower upon demand,
such Issuing Bank shall give notice of such failure to pay to the Administrative
Agent and the Lenders, and each Lender shall reimburse such Issuing Bank for
such Lender's Pro Rata Share of the Dollar Amount of such payment on the same
Business Day, and such reimbursement shall be deemed for all purposes of this
Agreement to constitute a Borrowing comprised of Base Rate Advances to such
Borrower from such Lender.  If such
reimbursement is not made by any Lender to such Issuing Bank on the same
Business Day on which such Issuing Bank shall have made payment on any such
draw, such Lender shall pay interest thereon to such Issuing Bank at a rate per
annum equal to the Federal Funds Effective Rate.  Each Borrower hereby unconditionally and
irrevocably authorizes, empowers, and directs the Administrative Agent and the
Lenders to record and otherwise treat such payment under a Letter of Credit not
immediately reimbursed by the Borrowers as a Borrowing comprised of Base Rate
Advances.

        (d)   
Obligations Unconditional.  The obligations of each Borrower under
this Agreement in respect of each Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, notwithstanding the following
circumstances:

                (i)   
any lack of validity or enforceability of any Letter of Credit
Documents;

                (ii)   
any amendment or waiver of or any consent to departure from any
Letter of Credit Documents;

                (iii)   
the existence of any claim, set‐off, defense or other right
which such Borrower may have at any time against any beneficiary or transferee
of such Letter of Credit (or any Persons for whom any such beneficiary or any
such transferee may be acting), any Issuing Bank, any Lender or any other person
or entity, whether in connection with this Agreement, the transactions
contemplated in this Agreement or in any Letter of Credit Documents or any
unrelated transaction;

                (iv)   
any statement or any other document presented under such Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect to
the extent any Issuing Bank would not be liable therefor pursuant to the
following paragraph (f);

                (v)   
payment by any Issuing Bank under such Letter of Credit against
presentation of a draft or certificate which does not comply with the terms of
such Letter of Credit; or

                (vi)   
any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing;

provided, however, that
nothing contained in this paragraph (d) shall be deemed to constitute a
waiver of any remedies of a Borrower in connection with the Letters of
Credit.

        (e)   
Prepayments of Letters of Credit.  In the event that any Letter of Credit
with an expiration date after the Maturity Date shall be outstanding 91 days
before the Maturity Date, on the 91st day before the Maturity Date
the Company shall pay to the Administrative Agent an amount equal to 105% of the
Letter of Credit Exposure allocable to such Letter of Credit and in the currency
of such Letter of Credit to be held in the Cash Collateral Account and applied
in accordance with paragraph (g) below. 
If currency control or exchange regulations are imposed in the country
which issues such currency with the result that the Original Currency no longer
exists or the Borrowers are not able to make payment to the Administrative Agent
for the account of any Issuing Bank or the Lenders in such Original Currency,
then all payments to be made by the Borrowers hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as
of the date of repayment) of such payment, it being the intention of the parties
hereto that the Borrowers take all risks of the imposition of any such currency
control or exchange regulations.

        (f)   
Liability of Issuing Bank.  Each Borrower assumes all risks of the
acts or omissions of any beneficiary or transferee of any Letter of Credit with
respect to its use of such Letter of Credit.  Neither any Issuing Bank nor any of its
officers or directors shall be liable or responsible for:

                (i)   
the use which may be made of any Letter of Credit or any acts
or omissions of any beneficiary or transferee in connection therewith;

                (ii)   
the validity, sufficiency or genuineness of documents, or of
any endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged;

                (iii)   
payment by any Issuing Bank against presentation of documents
which do not comply with the terms of a Letter of Credit, including failure of
any documents to bear any reference or adequate reference to the relevant Letter
of Credit; or

                (iv)   
any other circumstances whatsoever in making or failing to make
payment under any Letter of Credit (including any Issuing Bank's own
negligence),

except that such Borrower
shall have a claim against any Issuing Bank, and such Issuing Bank shall be
liable to, and shall promptly pay to, such Borrower, to the extent of any
direct, as opposed to consequential, damages suffered by such Borrower which
such Borrower proves were caused by (A) such Issuing Bank's willful
misconduct or gross negligence in determining whether documents presented under
a Letter of Credit comply with the terms of such Letter of Credit or
(B) such Issuing Bank's willful failure to make lawful payment under any
Letter of Credit after the presentation to it of a draft and certificate
strictly complying with the terms and conditions of such Letter of Credit.

In furtherance
and not in limitation of the foregoing, any Issuing Bank may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary.

        (g)   
Cash Collateral Account.

                (i)   
If a Borrower is required to deposit funds in the Cash
Collateral Account pursuant to Sections 2.15(e), 2.15 (h), 7.02(b) or 7.03(b), then
such Borrower and the Administrative Agent shall establish the Cash Collateral
Account and such Borrower shall execute any documents and agreements, including
the Administrative Agent's standard form assignment of deposit accounts, that
the Administrative Agent requests in connection therewith to establish the Cash
Collateral Account and grant the Administrative Agent an Acceptable Security
Interest in such account and the funds therein.  The Company hereby pledges to the
Administrative Agent and grants the Administrative Agent a security interest in
the Cash Collateral Account, whenever established, all funds held in the Cash
Collateral Account from time to time, and all proceeds thereof as security for
the payment of the Obligations.

                (ii)    Funds held in the Cash Collateral Account shall be held as cash
collateral for obligations with respect to Letters of Credit and promptly
applied by the Administrative Agent at the request of such Issuing Bank to any
reimbursement or other obligations under Letters of Credit that exist or
occur.  To the extent that any
surplus funds are held in the Cash Collateral Account above the Letter of Credit
Exposure during the existence of an Event of  Default the Administrative Agent may (A)
hold such surplus funds in the Cash Collateral Account as cash collateral for
the Obligations or (B) apply such surplus funds to any Obligations in any manner
directed by the Majority Lenders. 
If no Event of Default exists, the Administrative Agent shall release to
the Company at the Company's written request any funds held in the Cash
Collateral Account above 105% of the then current Letter of Credit Exposure.

                (iii)    Funds held in the Cash Collateral Account shall be invested in
Liquid Investments maintained with, and under the sole dominion and control of,
the Administrative Agent or in another investment if mutually agreed upon by the
Borrower and the Administrative Agent, but the Administrative Agent shall have
no other obligation to make any other investment of the funds therein.  The Administrative Agent shall exercise
reasonable care in the custody and preservation of any funds held in the Cash
Collateral Account and shall be deemed to have exercised such care if such funds
are accorded treatment substantially equivalent to that which the Administrative
Agent accords its own property, it being understood that the Administrative
Agent shall not have any responsibility for taking any necessary steps to
preserve rights against any parties with respect to any such funds.

        (h)   
Determination of Dollar Amounts.  The Administrative Agent will determine
the Dollar Amount of the face amount of or any drawing under each Letter of
Credit denominated in a currency other than Dollars on and as of the last
Business Day of each quarter and on any other Business Day elected by the
Administrative Agent in its discretion or upon instruction by the Majority
Lenders.  Each day upon or as of
which the Administrative Agent determines Dollar Amounts as described in the
preceding sentence is herein described as a "Computation Date" with respect to
each Letter of Credit for which a Dollar Amount is determined on or as of such
day.  If at any time the Dollar
Amount of the sum of the aggregate principal amount of all outstanding Letter of
Credit Obligations (calculated, with respect to those Letter of Credit
Obligations denominated in Agreed Currencies other than Dollars, as of the most
recent Computation Date) exceeds the Revolving Commitments minus (i) the
aggregate outstanding principal amount of the Revolving Advances plus
(ii) the aggregate outstanding principal amount of the Swingline Advances, the
Borrower shall immediately make deposits to the Cash Collateral Account to the
extent of the Collateral Shortfall Amount.

ARTICLE
III

CONDITIONS
PRECEDENT

Section 3.01         
Conditions Precedent to
Effectiveness.  The obligation of
each Lender to make its initial Advances as part of the initial Borrowings or
the Issuing Bank to issue the initial Letters of Credit is subject to the
conditions precedent that:

        (a)   
Documentation. 
On or before the day on which the initial Borrowing is made or the
initial Letters of Credit are issued, the Administrative Agent and the Lenders
shall have received the following, each dated on or before such day, in form and
substance satisfactory to the Administrative Agent and the Lenders:

                (i)   
this Agreement, executed by the Borrowers, the Lenders and the
Administrative Agent, and all attached Exhibits and Schedules;

                (ii)   
(A) a Revolving Note by the Company payable to the order of
each Lender in the amount of its Revolving Commitment and (B) a Revolving Note
by the Mexican Borrower payable to the order of each Lender in the amount of
331⁄3% of its Revolving Commitment;

                (iii)    the Swingline Note executed by the Company;

                (iv)   
Guaranties executed by each Guarantor;

                (v)   
except as otherwise provided in Section 5.16, Pledge Agreements
executed by the Pledgors pledging to the Administrative Agent for the benefit of
the Lenders to secure the Obligations, all of the equity interests of the
Domestic Subsidiaries and 66% of the equity interests of the Foreign
Subsidiaries owned by such Pledgor, in each case together with stock
certificates, stock powers executed in blank, UCC-1 financing statements, and
any other documents, agreements or instruments necessary to create an Acceptable
Security Interest in such equity interests;

                (vi)   
except as otherwise provided in Section 5.16, Security
Agreements granting to the Administrative Agent for the benefit of the Lenders a
lien in accounts receivable, inventory and the Insurance Policies with respect
to the Mortgaged Vessels of such Material Subsidiary (other than the MARAD
Collateral) to secure the Obligations, in each case together with UCC-1
financing statements and any other documents, agreements, or instruments
necessary to create an Acceptable Security Interest in such pledged
collateral;

                (vii)    the Vessel Mortgages executed by each Loan Party that owns one
or more of the Initial Mortgaged Vessels granting a Lien to the Administrative
Agent in the Initial Mortgaged Vessels to secure the Obligations, together with
any other documents, agreements or instruments necessary to create an Acceptable
Security Interest in such Initial Mortgaged Vessels and the revenues therefrom;

                (viii)    the Mortgages executed by the Company granting a Lien to the
Administrative Agent in the Carlyss facility to secure the Obligations, together
with any other documents, agreements or instruments necessary to create an
Acceptable Security Interest in such mortgaged property and the revenues therefrom;

                (ix)   
except as otherwise provided in Section 5.16, certificates from
the appropriate Governmental Authority certifying as to the good standing,
existence and authority of each of the Loan Parties in all jurisdictions where
reasonably required by the Administrative Agent; 

                (x)   
certificates from a Responsible Officer of the Company stating
that (A) all representations and warranties of the Loan Parties set forth in the
Credit Documents are true and correct in all material respects; (B) no Default
has occurred and is continuing; and (C) the conditions in this Section 3.01 have
been met;

                (xi)    except as otherwise provided in Section 5.16, copies, certified
as of the Closing Date by a Responsible Officer of the appropriate Person of (A)
the resolutions of the Board of Directors or its equivalent of each Loan Party
approving the Credit Documents to which it is a party and the transactions
contemplated thereby, (B) the organizational documents of each Loan Party, and
(C) all other documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement, the Notes, and
the other Credit Documents;

                (xii)   
except as otherwise provided in Section 5.16, certificates of a
Responsible Officer of each of the Loan Parties certifying the names and true
signatures of officers of the Loan Parties authorized to sign this Agreement,
the Notes, Notices of Borrowing and the other Credit Documents to which such
Loan Parties are a party;

                (xiii)    certificates of insurance from an insurance agent or insurer
evidencing compliance with the requirements of Section 5.02 and the Security
Documents;

                (xiv)    a favorable opinion dated as of the Closing Date of Jones,
Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., counsel to the
Company, in form and substance reasonably satisfactory to the Administrative
Agent;

                (xv)   
a favorable opinion dated as of the Closing Date from Bracewell
& Patterson, L.L.P., counsel to the Administrative Agent; 

                (xvi)   
a certificate from the Company's Chief Executive Officer,
President or Chief Financial Officer addressed to the Administrative Agent and
each of the Lenders, which shall be in form and in substance reasonably
satisfactory to the Administrative Agent and shall state that, subject to the
qualifications stated therein, after giving effect to the initial Borrowings
contemplated under this Agreement and the other Credit Documents, (i) the fair
value and present fair saleable value of the Company's and each of its
Subsidiaries' assets exceed its stated liabilities and identified Contingent
Obligations; (ii) the Company and each of its Material Subsidiaries should be
able to pay their debts as they become absolute and mature; and (iii) the
Company and each of its Material Subsidiaries will have sufficient capital to
engage in its business as management has indicated it is now conducted; 

                (xvii)    a certificate from the Company's Chief Executive Officer,
President or Chief Financial Officer addressed to the Administrative Agent and
each of the Lenders, which shall be in form and in substance reasonably
satisfactory to the Administrative Agent and shall reaffirm that as of the
Closing Date the projections prepared by the Borrower and included in the
Confidential Information Memorandum are true and correct in all material
respects based upon the assumptions stated therein and the best information
reasonably available to such officer at the time such projections were made and
shall describe any changes therein and state that such changes shall not,
individually or in the aggregate, reasonably be expected to cause a Material
Adverse Change to occur; and

                (xviii)    such other documents, governmental certificates and agreements
as the Administrative Agent and the Lenders may reasonably request.

        (b)   
Payment of Fees. 
On the Closing Date, the Company shall have paid the fees required to be
paid to the Administrative Agent, the Arranger, and the Lenders and all costs
and expenses which have been invoiced and are payable pursuant to
Section 10.04.

        (c)   
Termination of Existing Credit Facilities.  The Administrative Agent and the Lenders
shall have received sufficient evidence indicating that contemporaneously with
the making of the initial Advances, the obligations of the Company and its
Subsidiaries under the Existing Credit Agreement will be repaid with the
proceeds of such Advances (or, in the case of outstanding letters of credit,
supported by Letters of Credit issued hereunder) and thereafter all obligations
of the Company and its lenders under the Existing Credit Agreement shall be
terminated (including, without limitation, any obligations of any Subsidiary of
the Company in respect of guaranties, security agreements executed in connection
with such Existing Credit Agreement but excluding any obligations which
expressly survive the repayment of the amounts owing the Existing Credit
Agreement).  

        (d)   
Business Plan; Financial Statements.  The Administrative Agent and the Lenders
shall have received true and correct copies of the Loan Parties and their
Affiliates' business and financial plan for the years 2004 through 2006,
together with a written analysis of such business and financial plan, in form
and substance satisfactory to the Administrative Agent.  The Administrative Agent and the Lenders
shall have received true and correct copies of the Financial Statements as of
the Closing Date and such other financial information as the Administrative
Agent may reasonably request, and the actual results of operations for such
periods shall not, individually or in the aggregate, differ from the results of
operations projected for such period in the projections previously supplied to
the Administrative Agent or included in the Confidential Information Memorandum
in any respect that is materially adverse to the Administrative Agent and the
Lenders.  

        (e)   
Appraisals; Collateral Value.  The Administrative Agent shall have
received a satisfactory appraisal on an Orderly Liquidation Value
basis of the Initial Mortgaged Vessels dated no more than 90 days prior to the
Closing Date.  Such appraisal shall
be in form and substance reasonably satisfactory to the Administrative Agent and
shall be issued by firms reasonably acceptable to the Administrative Agent.  Such appraisals shall affirm that the
ratio of (a) the aggregate Orderly Liquidation Value of all
Mortgaged Vessels to (b) the Revolving Commitments is greater than or equal to
1.4 to 1.0 on the Closing Date.  In
addition, the ratio of (a) the sum of (i) the aggregate Orderly Liquidation
Value of all Mortgaged Vessels and (ii) the value
of the Collateral (other than the Mortgaged Vessels) as determined by the
Administrative Agent  in accordance with the next sentence to (b) the Revolving Commitments shall be greater than or
equal to 2.0 to 1.0 on the Closing Date. 
In determining the  value of the Collateral (other than
the Mortgaged Vessels), the Administrative Agent shall (A) with respect to the
Carlyss facility, use its most recent appraised market value, and (B) with
respect to accounts receivable, include (1) with respect to all accounts
receivable other than those owed by Petroleos Mexicanos, 80% of the face amount
of such account receivables that are not more than 90 days past due and for
which there is no potential offset o r counterclaim or unresolved dispute with
the respective account debtor and (2) with respect to all accounts receivable
owed by Petroleos Mexicanos, 80% of the face amount of such account receivables
that are not more than 120 days past due and for which there is no potential
offset or counterclaim or unresolved dispute. 

        (f)   
Security Documents.  The Administrative Agent shall have
received all appropriate evidence required by the Administrative Agent in its
sole discretion necessary to determine that arrangements have been made for the
Administrative Agent for the benefit of Lenders to have an Acceptable Security
Interest in the Collateral, including, without limitation, (i) lien, tax and
judgment searches conducted on the Company and the other Loan Parties reflecting
no Liens other than Permitted Liens against any of the Collateral as to which
perfection of a Lien is accomplished by the filing of a financing statement
other than in favor of the Administrative Agent for the benefit of the Lenders
and (ii) lien releases with respect to any Collateral currently subject to a
Lien other than Permitted Liens.

        (g)   
No Default. 
No Default shall have occurred and be continuing or would result from
such Advance or from the application of the proceeds therefrom or from the
issuance of the initial Letters of Credit.

        (h)   
Representations and Warranties.  The representations and warranties
contained in Article IV and in each other Credit Document shall be true and
correct before and after giving effect to (i) the initial Advances and to the
application of the proceeds from such Advances and (ii) the issuance of the
initial Letters of Credit, in each case from the date of such Advance or
issuance, as applicable, as though made on and as of such date.

        (i)   
No Material Adverse Change.  No event or events which, individually
or in the aggregate, has had or is reasonably likely to cause a Material Adverse
Change shall have occurred.

        (j)   
No Proceeding or Litigation; No Injunctive Relief.  No action, suit, investigation or other
proceeding (including, without limitation, the enactment or promulgation of a
statute or rule) by or before any arbitrator or any Governmental Authority
(other than the GTM Settlement) shall be threatened or pending and no
preliminary or permanent injunction or order by a state or federal court shall
have been entered in connection with this Agreement or any transaction
contemplated hereby or which, in any case, in the reasonable judgment of the
Administrative Agent, could reasonably be expected to cause a Material Adverse
Change.

        (k)   
Consents,
Licenses, Approvals, etc. 
The Administrative Agent shall have received true copies
(certified to be such by the Company or other appropriate party) of all
consents, licenses and approvals required, if any, from Governmental Authorities
in accordance with applicable law in connection with the execution, delivery,
performance, validity and enforceability of this Agreement and the other Credit
Documents.  In addition, the
Borrower and Subsidiaries shall have all material consents, licenses and
approvals required in connection with the continued operation of the Company and
its Subsidiaries, and such approvals shall be in full force and effect.

        (l)   
Certificates. 
The Administrative Agent shall have received copies of Certificates of
Inspection, Vessel Certificates of Financial Responsibility (Water Pollution) or
International Oil Pollution Prevention Certificate, each issued by the United
States Coast Guard (or the substantial equivalent in the case of foreign assets
if available) for each of the Initial Mortgaged Vessels, to the extent
applicable, and shall be reasonably satisfied with the contents thereof.

        (m)   
Revolving Commitment Availability.  On the Closing Date and immediately
after giving effect to the initial Borrowing and the transaction contemplated
hereby, the Administrative Agent shall be satisfied with the sufficiency of the
unused availability under the aggregate Revolving Commitments to meet the
ongoing working capital needs of the Company and its Subsidiaries after the
Closing Date.

        (n)   
Additional Information.  The Administrative Agent shall have
received such additional information which the Administrative Agent shall have
reasonably requested, and such information shall be reasonably satisfactory in
form and substance to the Administrative Agent and its counsel.

Section 3.02         
Conditions Precedent to Each
Borrowing.  The obligation of each Lender to make an
Advance on the occasion of each Borrowing (including the initial Borrowing) or
Convert to or Continue a Eurodollar Advance and the obligation of such Issuing
Bank to issue, extend or increase Letters of Credit shall be subject to the
further conditions precedent that on the Borrowing Date, the date of
Continuation or Conversion, or issuance, extension or increase date of such
Letters of Credit, the following statements shall be true (and each of the
giving of the applicable Notice of Borrowing or Notice of Conversion or
Continuation and the acceptance by a Borrower of the proceeds of such Advance or
the request for the issuance, extension or increase of a Letter of Credit shall
constitute a representation and warranty by such Borrower that on the date of
such Advance, the date of such Conversion or Continuation, or the date of such
issuance, extension or increase such statements are
true):

        (a)    the representations and warranties contained in Article IV and
in each other Credit Document are true and correct on and as of the date of such
Advance, Continuation or Conversion, or the issuance, extension or increase of
such Letter of Credit before and after giving effect to such Advance and to the
application of the proceeds from such Advance, such Continuation or Conversion,
or to the issuance, extension or increase of such Letter of Credit, as
applicable, as though made on, and as of such date; and

        (b)   
no Default has occurred and is continuing or would result from
such Advance or from the application of the proceeds therefrom or from such
issuance, extension or increase of such Letter of Credit.

Section 3.03         
Determinations Under Section
3.01.  For purposes of determining compliance
with the conditions specified in Section 3.01, each Lender shall be deemed to
have consented to, approved or accepted or to be satisfied with each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to the Lenders unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Credit Documents shall have
received written notice from such Lender prior to the Borrowings hereunder
specifying its objection thereto and such Lender shall not have made available
to the Administrative Agent such Lender's ratable portion of such
Borrowings.

ARTICLE
IV

REPRESENTATIONS AND
WARRANTIES

Each Borrower jointly and severally represents
and warrants as follows:

Section 4.01         
Existence.  Each of the Company and its Subsidiaries
is duly organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation or formation and in good standing and
qualified to do business in each jurisdiction where its ownership or lease of
Property or conduct of its business requires such qualification and where a
failure to be qualified could reasonably be expected to cause a Material Adverse
Change.

Section 4.02         
Power.  The execution, delivery, and performance
by the Company and each of the other Loan Parties of this Agreement, the Notes,
the other Credit Documents to which each is a party and the consummation of the
transactions contemplated hereby and thereby (a) are within such Loan Party's
corporate or other powers, (b) have been duly authorized by all necessary
corporate or other action, (c) do not contravene (i) such Loan Party's
organizational documents or (ii) any law or any contractual restriction binding
on or affecting such Loan Party which could reasonably be expected to cause a
Material Adverse Change, and (d) will not result in or require the creation or
imposition of any Lien prohibited by this Agreement.  At the time of each Advance or the
issuance, extension or increase of each Letter of Credit, such Advance and the
use of the proceeds of such Advance or the issuance, extension or increase of
such Letter of Credit will be within the applicable Borrower's corporate or
other powers, will have been duly authorized by all necessary corporate or other
action, will not contravene (i) such Borrower's organizational documents or (ii)
any law or any contractual restriction binding on or affecting such Borrower
which could reasonably be expected to cause a Material Adverse Change and will
not result in or require the creation or imposition of any Lien prohibited by
this
Agreement.

Section 4.03         
Authorization and
Approvals.  No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Company and each
of the other Loan Parties of this Agreement, the Notes, the other Credit
Documents to which each is a party or the consummation of the transactions
contemplated thereby.  At the time
of each Advance or the issuance, extension or increase of each Letter of Credit,
no authorization or approval or other action by, and no notice to or filing
with, any Governmental Authority will be required for such Advance or the use of
the proceeds of such Advance or the issuance, extension or increase of such
Letter of
Credit.

Section 4.04         
Enforceable
Obligations.  This Agreement, the Notes, and the other
Credit Documents to which the Company and the other Loan Parties are a party
have been duly executed and delivered by the Company or such Loan Parties, as
applicable.  Each Credit Document to
which the Company or any of the other Loan Parties is a party is the legal,
valid, and binding obligation of the Company and each such Loan Party and is
enforceable against the Company and each such Loan Party in accordance with its
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium, or similar law affecting
creditors' rights generally and by general principles of equity (whether
considered in a proceeding at law or in
equity).

Section 4.05         
Financial
Statements. 


        (a)    The Company has delivered to the Administrative Agent the
Financial Statements, and the Financial Statements are accurate and complete in
all material respects and present fairly the consolidated financial condition of
the Company as of their respective dates and for their respective periods in
accordance with GAAP.  As of the
date of the Financial Statements, there were no material Contingent Obligations,
liabilities for taxes, unusual forward or long‐term commitments, or unrealized
or anticipated losses of the Company or any of its Subsidiaries, except as
disclosed therein and adequate reserves for such items have been made in
accordance with GAAP.

        (b)   
Since December 31, 2003, no Material Adverse Change has
occurred.

Section 4.06         
True and Complete
Disclosure.  All factual information (whether
delivered before or after the Closing Date) furnished by or on behalf of the
Company and its Subsidiaries in writing to the Administrative Agent and the
Lenders for purposes of or in connection with this Agreement, any other Credit
Document or any transaction contemplated hereby or thereby is 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.

Section 4.07         
Litigation; Compliance with
Laws. 


        (a)    Except for the GTM Settlement, there is no pending or
threatened action or proceeding affecting the Company or any of its Subsidiaries
before any court, Governmental Authority or arbitrator, which could reasonably
be expected to cause a Material Adverse Change or which purports to affect the
legality, validity, binding effect or enforceability of this Agreement, any
Note, or any other Credit Document. 
Additionally, there is no pending or threatened action or proceeding
instituted against the Company or any of its Subsidiaries which seeks to
adjudicate the Company or any of its Subsidiaries as bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or for any substantial part of its
Property.

        (b)   
The Company and its Subsidiaries have complied in all material
respects with all material statutes, rules, regulations, orders and restrictions
of any Governmental Authority having jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property.  The Company and its Subsidiaries are in
compliance in all material respects with the International Maritime
Organization's International Management Code for the Safe Operation of Ships and
Pollution Prevention ("ISM Code"), to the extent applicable, and have
established and implemented a safety management system and such other procedures
as required by the ISM Code, to the extent applicable. 

Section 4.08         
Use of
Proceeds.  The proceeds of the Advances will be used by the
Borrowers and their Subsidiaries for the purposes described in Section 5.08. 
The Company and its Subsidiaries are not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U).  No proceeds of any Advance will be used to
purchase or carry any margin stock in violation of Regulation T, U or X.

Section 4.09         
Investment Company
Act.  Neither the Company nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

Section 4.10         
Public Utility Holding Company
Act.  Neither the Company nor any of its
Subsidiaries 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", or a "public utility", as such terms are used in the
Public Utility Holding Company Act of 1935, as
amended.

Section 4.11         
Taxes.  All federal, state, local and foreign
tax returns, reports and statements required to be filed (after giving effect to
any extension granted in the time for filing) by the Company or any member of
the Controlled Group (hereafter collectively called the "Tax Group") have been
filed with the appropriate governmental agencies in all jurisdictions in which
such returns, reports and statements are required to be filed (except where any
obligation to so file is being contested in good faith and by appropriate
proceedings and after adequate reserves have been provided therefor), and all
taxes (which are material in amount) and other impositions due and payable have
been timely paid prior to the date on which any fine, penalty, interest, late
charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate proceedings and after providing
adequate reserves therefor.  None of
the Company nor any member of the Tax Group has given, or been requested to
give, a waiver of the statute of limitations relating to the payment of any
federal, state, local or foreign taxes or other impositions which are material
in amount.  None of the Property
owned by the Company or any other member of the Tax Group is Property which the
Company or any member of the Tax Group is required to treat as being owned by
any other Person pursuant to the provisions of Section168(f)(8) of the
Code.  Proper and accurate amounts
have been withheld by the Company and all other members of the Tax Group from
their employees for all periods to comply in all material respects with the tax,
social security and unemployment withholding provisions of applicable federal,
state, local and foreign law. 
Timely payment of all material sales and use taxes required by applicable
law have been made by the Company and all other members of the Tax
Group.

Section 4.12         
Pension
Plans.  No Termination Event has occurred with
respect to any Plan, and, except for any failure that could not reasonably be
expected to cause a Material Adverse Change, each Plan has complied with and
been administered in all material respects in accordance with applicable
provisions of ERISA and the Code. 
No "accumulated funding deficiency" (as defined in Section 302 of ERISA)
has occurred with respect to any Plan and there has been no excise tax imposed
with respect to any Plan under Section4971 of the Code.  The present value of all benefits vested
under each Plan (based on the assumptions used to fund such Plan) did not, as of
the last annual valuation date applicable thereto, exceed the value of the
assets of such Plan allocable to such vested benefits in any amount that would
reasonably be expected to cause a Material Adverse Change.  None of the Company nor any member of
the Controlled Group has had a complete or partial withdrawal from any
Multiemployer Plan for which there is any unpaid withdrawal liability that could
reasonably be expected to cause a Material Adverse Change.  As of the most recent valuation date
applicable thereto, none of the Company nor any member of the Controlled Group
has received notice that any Multiemployer Plan is insolvent or in
reorganization.  Based upon GAAP
existing as of the Closing Date and current factual circumstances, the Company
has no reason to believe that the annual cost during the term of this Agreement
to the Company or any of its Subsidiaries for post-retirement benefits to be
provided to the current and former employees of the Company or any of its
Subsidiaries under welfare benefit plans (as defined in Section3(1) of ERISA)
could, in the aggregate, reasonably be expected to cause a Material Adverse
Change.

Section 4.13         
Condition of Property;
Casualties.  The material Properties used or to be
used in the continuing operations of the Company and each of its Subsidiaries
are (a) in substantially the same or better repair, working order, and condition
as such Properties were as of December 31, 2003, normal wear and tear excepted
and (b) in such repair, working order and condition to permit the Company and
its Subsidiaries to operate such Properties in substantially the same or better
manner as operated as of December 31, 2003.  Since the Closing Date, neither the
business nor the material Properties of the Company and each of its Subsidiaries
has been affected as a result of any fire, explosion, earthquake, flood,
drought, windstorm, accident, strike or other labor disturbance, embargo,
requisition or taking of Property or cancellation of contracts, permits or
concessions by a Governmental Authority, riot, activities of armed forces or
acts of God or of any public enemy, which effect would reasonably be expected to
cause a Material Adverse
Change.

Section 4.14         
Insurance.  The Company and its Subsidiaries are
insured by reputable insurers in respect of such of their respective Properties,
in such amounts and against such risks as is customarily maintained by other
Persons of similar size engaged in similar businesses or, self‐insure to the
extent that is customary for Persons of similar size engaged in similar
businesses.

Section 4.15         
No Burdensome Restrictions; No
Defaults. 


        (a)    Neither the Company nor any of its Subsidiaries is a party to
any indenture, loan or credit agreement or any lease or other agreement or
instrument or subject to any charter or corporate restriction or provision of
applicable law or governmental regulation which would reasonably be expected to
cause a Material Adverse Change. 
Neither the Company nor any of its Subsidiaries is in default under or
with respect to any contract, agreement, lease or other instrument to which the
Company or such Subsidiary is a party and which would reasonably be expected to
cause a Material Adverse Change. 
Neither the Company nor any of its Subsidiaries has received any notice
of default under any contract, agreement, lease or other instrument to which the
Company or its Subsidiaries is a party which is continuing or which, if not
cured, would reasonably be expected to cause a Material Adverse Change.

        (b)   
No Default has occurred and is continuing.

Section 4.16         
Environmental
Condition.  Except as disclosed on the attached
Schedule
4.16:

        (a)    The Company and its Subsidiaries (i) have obtained all material
Environmental Permits necessary for the ownership and operation of their
respective material Properties and the conduct of their respective businesses;
(ii) have been and are in compliance with all material terms and conditions of
such Environmental Permits and with all other material requirements of
applicable Environmental Laws; (iii) have not received notice of any material
violation or alleged violation of any Environmental Law or Environmental Permit
by the Company or any of its Subsidiaries; and (iv) are not subject to any
material actual or contingent Environmental Claim.

        (b)    (i) None of the present or previously owned or operated
Properties of the Company or of any of its present or former Subsidiaries,
wherever located, (A) has been placed on or proposed to be placed on the
National Priorities List, the Comprehensive Environmental Response Compensation
Liability Information System list, the RCRA Corrective Action List, or their
state or local analogs, nor has the Company been otherwise notified of the
designation, listing or identification of any Property of the Company or any of
its present or former Subsidiaries as a potential site for removal, remediation,
cleanup, closure, restoration, reclamation, corrective action, or other response
activity under any Environmental Laws (except as such activities may be required
by permit conditions); (B) is subject to a Lien, arising under or in connection
with any Environmental Laws, that attaches to any revenues or to any Property
owned or operated by the Company or any of its present or former Subsidiaries,
wherever located; or (C) has been the site of any Release of Hazardous
Substances or Hazardous Wastes from present or past operations which has caused
at the site or at any third‐party site any condition that has resulted in or
would reasonably be expected to result in the need for Response that would cause
a Material Adverse Change and (ii) none of the Company or any of their present
or former Subsidiaries has generated or transported or has caused to be
generated or transported Hazardous Substances to any third party site which
would reasonably be expected to result in the need for Response that would cause
a Material Adverse Change.

Section 4.17         
Title to Property,
Etc.

        (a)    Each of the Company and its Subsidiaries has good and
marketable title in all its Property, except where the failure to have such good
and marketable title would not reasonably be expected to cause a Material
Adverse Change, and none of such Property is subject to any Lien, except
Permitted Liens.

        (b)   
Schedule 4.17 sets forth (i) all the Mortgaged Vessels of the
Company and its Subsidiaries on the Closing Date and identifies the registered
owner, flag, official or patent number of each Mortgaged Vessel, as the case may
be, on the Closing Date and all of the Material Vessels on the Closing Date are
Mortgaged Vessels except for the GP 35, GP37, MV Shamal and
MV Selatan, and (ii) all real estate of the Company and its Subsidiaries
subject to a Mortgage.

Section 4.18         
Security
Interests.  On the Closing Date, all governmental
actions and all other filings, recordings, registrations, third party consents,
and other actions which are necessary to create and perfect the Liens provided
for in the Security Documents will have been made, obtained, and taken in all
relevant jurisdictions, or satisfactory arrangements will have been made for all
governmental actions and all other filings, recordings, registrations, third
party consents, and other actions which are necessary to create and perfect the
Liens provided for in such Security Documents to be made, obtained, or taken in
all relevant jurisdictions.  Upon
the filing of the Security Documents referred to in this Section 4.18, on the
Closing Date each of the Security Documents creates, as security for the
Obligations purported to be secured thereby, a valid and enforceable perfected
security interest in and Lien on all of the Collateral subject thereto, to the
extent perfection of a security interest or Lien is governed by Article 9 of the
UCC (as defined in the applicable Security Documents), and subject to no other
Liens (other than Permitted Prior Liens) in favor of the Administrative Agent
for the ratable benefit of the Administrative Agent and the Lenders. No filings
or recordings are required in order to perfect the security interests created
under any Security Document except for filings or recordings required in
connection with any such Security Document which shall have been made upon or
prior to (or are the subject of arrangements, satisfactory to the Administrative
Agent, for filing on or promptly after the date of) the execution and delivery
thereof.

Section 4.19         
Subsidiaries; Corporate
Structure.  The Subsidiaries of the Company listed
on Schedule 4.19 constitute all of the Subsidiaries of the Company on the
Closing Date.  Schedule 4.19
correctly lists the names, ownership, jurisdictions of incorporation or
formation of each of the Company's Subsidiaries as of the Closing
Date.

Section 4.20         
Citizenship.  Each Loan Party which owns a Material
Vessel is qualified to own and operate such Material Vessel under the laws of
the jurisdiction in which any such Material Vessel is
flagged.

Section 4.21         
Labor Relations. 
None of the Company nor its Subsidiaries is engaged in any unfair labor
practice that could reasonably be expected to have a Material Adverse
Change.  There is (a) no unfair
labor practice complaint pending against the Company or any of its Subsidiaries
or, to the knowledge of any Responsible Officer, threatened against any of them,
before the National Labor Relations Board (or any successor United States
federal agency that administers the National Labor Relations Act), and no
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Company or any of its
Subsidiaries or, to the knowledge of any Responsible Officer, threatened against
any of them, (b) no strike, labor dispute, slowdown or stoppage pending against
the Company or any of its Subsidiaries or, to the knowledge of any Responsible
Officer, threatened against the Company or any of its Subsidiaries and (c) no
union representation petition existing with respect to the employees of the
Company or any of its Subsidiaries and no union organizing activities are taking
place, except with respect to any matter specified in clause (a), (b) or (c)
above, either individually or in the aggregate, such as could not reasonably be
expected to have a Material Adverse Change.   

Section 4.22         
Intellectual
Property. 
The Company and each of its Subsidiaries has obtained all material
patents, trademarks, service marks, trade names, copyrights, licenses and other
intellectual property rights, that are necessary for the operation of their
businesses taken as a whole as presently
conducted.

Section 4.23          Solvency

        (a)    Immediately after the consummation of the transactions to occur
on the Closing Date and after giving effect to the Borrowings contemplated under
this Agreement and the application of the proceeds thereof, (i) the fair value
of the assets of the Company and its Subsidiaries on a consolidated basis, at a
fair valuation, will exceed the debts and liabilities, subordinated, contingent
or otherwise, of the Company and its Subsidiaries on a consolidated basis; (ii)
the present fair saleable value of the Property of the Company and its
Subsidiaries on a consolidated basis will be greater than the amount that will
be required to pay the probable liability of the Company and its Subsidiaries on
a consolidated basis on their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) the Company and its Subsidiaries on a consolidated basis will be
able to pay their debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (iv) the Company
and its Subsidiaries on a consolidated basis will not have unreasonably small
capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

        (b)    The Company does not intend to, or to permit any of its
Subsidiaries to, and does not believe that it or any of its Subsidiaries will,
on a consolidated basis, incur debts beyond its ability to pay such debts as
they mature, taking into account the timing of and amounts of cash to be
received by it or any such Subsidiary and the timing of the amounts of cash to
be payable on or in respect of its Debt or the Debt of such Subsidiary.


ARTICLE
V

AFFIRMATIVE
COVENANTS

So long
as the Notes or any amount under any Credit Document shall remain unpaid, any
Lender shall have any Commitment hereunder, or there shall exist any Letter of
Credit Exposure, each Borrower agrees, unless the Majority Lenders otherwise
consent in writing, to comply with the following covenants.

Section 5.01         
Compliance with Laws,
Etc.  Each of the Company and its Subsidiaries
will comply with all Legal Requirements except where the failure to so comply
could not reasonably be expected to cause a Material Adverse Change.  Without limiting the generality and
coverage of the foregoing, each of the Company and its Subsidiaries shall comply
with all applicable Environmental Laws, and all laws, regulations, or directives
with respect to equal employment opportunity and employee safety in all
jurisdictions in which the Company and its Subsidiaries do business including,
if applicable, the ISM Code, except where the failure to so comply could not
reasonably be expected to cause a Material Adverse
Change.

Section 5.02         
Maintenance of
Insurance. 


        (a)   
Generally.  
The Company shall, and shall cause each of its Subsidiaries to,


                (i)   
at their own expense, maintain insurance with responsible and
reputable insurance companies or associations in such amounts and covering such
risks as are customarily carried by companies engaged in similar businesses and
owning similar Properties in the same general areas in which the Company and its Subsidiaries operate;

                (ii)   
at their own expense, insure each Material Vessel and keep her
insured, or cause each Material Vessel to be insured, in lawful money of the
United States in the manner set forth herein;  

                (iii)   
renew all such Insurance Policies as they expire and so as to
ensure that there is no gap in coverage, and shall provide evidence of such
renewal in writing to the Administrative Agent as and when each such renewal is
effected;

                (iv)   
punctually pay all premiums, calls, contributions or other sums
payable in respect of such Insurance Policies and produce all relevant receipts
when so required by the Administrative Agent and all insurance policies shall
provide that there shall be no recourse against Administrative Agent for unpaid
premiums or calls;

                (v)    arrange for the execution of such guarantees as may from time
to time be required by any protection and indemnity (or its equivalent) or war
risks association; and

                (vi)   
upon the written request of the Administrative Agent, provided
no such request shall be made more frequently than once per year, deliver to the
Administrative Agent copies of all cover notes, binders and certificates of
entry and all endorsements and riders supplemental thereto in respect of
insurance maintained under this Section 5.02.

        (b)   
Administrative Agent as Additional Insured.  

                (i)   
All insurance policies, binders and other interim insurance
contracts (except for workers' compensation, employees' liability and Protection
and Indemnity Risks policies) shall provide that the Administrative Agent shall
be an additional insured in connection with any liabilities arising out of or
resulting from the operations or the business of the Company or any of its
Subsidiaries, or a loss payee, as applicable, in respect of any Net Cash
Proceeds in excess of  $500,000.00,
and shall provide for at least thirty days' (or, in the case of war, seventy-two
(72) hours') prior notice to be given to the Administrative Agent by the
underwriters or association in the event of cancellation and at least ten days'
prior notice with respect to any failure of the applicable Loan Party to pay any
premium or call which would suspend coverage under the policy or the payment of
a claim thereunder.  In addition,
all policies of insurance required under the terms hereof shall contain an
endorsement or agreement by the insurer that any loss shall be payable in
accordance with the terms of such policy notwithstanding any act of negligence
of the applicable Loan Party or any party holding under such Loan Party which
might otherwise result in a forfeiture of the insurance and the further
agreement of the insurer waiving all rights of setoff, counterclaim or
deductions against such Loan Party. 


                (ii)   
In the event that any claim or Lien is asserted against any
Mortgaged Vessel for loss, damage or expense which is covered by insurance
hereunder, and it is necessary for any Loan Party to obtain a bond or supply
other security to prevent the arrest of such Mortgaged Vessel or to release the
Mortgaged Vessel from arrest on account of such claim or Lien, the
Administrative Agent may, in the sole discretion of the Administrative Agent,
and upon notice to the applicable Loan Party, assign to any Person executing a
surety or guaranty bond or other agreement to save or release any such Mortgaged
Vessel from such arrest, all right, title and interest of the Administrative
Agent and the other Lenders in and to said insurance covering said loss, damage
or expense, as collateral security to indemnify against liability under said
bond or other agreement.

                (iii)    The Administrative Agent shall give the Company's independent
maritime insurance broker notice of the occurrence of any Event of Default (and
subsequent notice of its cure or waiver, if applicable).

        (c)   
Application of Payments under Insurance Policies.  

                (i)   
Prior to the occurrence and continuance of an Event of Default,
all Insurance Policies or certificates of insurance shall provide that all
insurance payments in respect of any Casualty Event involving any Net Cash
Proceeds in excess of  $500,000.00
shall be paid to the Administrative Agent or, upon the prior written consent of
the Administrative Agent, the underwriter may pay such amounts directly to the
applicable Loan Party or such Person as may be designated by the applicable Loan
Party for the repair, salvage or other charges relating to such Casualty
Event.  Unless the Borrowers are
required to make a mandatory prepayment pursuant to Section 2.07(c), then the
Administrative Agent shall disburse the proceeds to the applicable Loan Party
for the purpose of repairing, replacing, and restoring the damaged
collateral.

                (ii)    Notwithstanding anything to the contrary in the other Credit
Documents, all insurance payments in respect of any liability of the Loan
Parties to third Persons or damage to Property of third Persons by the Loan
Parties shall be paid by the underwriter of such insurance directly to the
Person to whom such liability is owed or directly to the Loan Parties to
reimburse it for any loss, damage or expense incurred by it in connection with
the event or condition giving rise to such liability.  

                (iii)   
In the event of a Total Loss, a Material Partial Loss or a
Casualty Event occurring after the occurrence and during the continuance of an
Event of Default, all insurance payments therefor shall be paid to the
Administrative Agent. All insurance payments received by the Administrative
Agent as the result of a Total Loss, a Material Partial Loss or such Casualty
Event shall be applied by the Administrative Agent in the manner provided for in
Sections 2.07(c), or retain the proceeds and apply such proceeds as provided for
in Section 7.06 or disburse the proceeds to the applicable Loan Party for the
purpose of repairing, replacing, and restoring the damaged collateral, as
applicable.  If an Event of Default
is not then continuing, then any excess proceeds after making any required
payments pursuant to Section 2.07(c) shall be paid to the Company or any Loan
Party as appropriate.  In the event
that any such proceeds are paid to any Loan Party in violation of the foregoing,
such Loan Party shall hold the proceeds in trust for the Administrative Agent,
segregate the proceeds from the other funds of such Loan Party, and promptly pay
the proceeds to the Administrative Agent with any necessary endorsement.  Upon the request of the Administrative
Agent, after the occurrence and during the continuance of an Event of Default,
the Loan Parties shall execute and deliver to the Administrative Agent any
additional assignments and other documents as may be necessary or desirable to
enable the Administrative Agent to directly collect the proceeds.

        (d)   
Hull and Machinery/Increased Value Insurance. With
respect to hull and machinery/increased value insurance, including War Risks,
each Loan Party owning the same shall insure each Mortgaged Vessel and keep her
insured, or cause each Mortgaged Vessel to be insured against loss, damage, fire
and such other perils as are customary in the industry, for an amount which is
at least equal to the agreed insured value of such Mortgaged Vessel.  In addition, the Loan Parties shall, at
their own expense, furnish to the Administrative Agent a mortgagee's single
interest policy (or in lieu of such mortgagee's interest insurance the
applicable Loan Party shall cause the hull and machinery/increased value
insurance to be endorsed to afford breach of warranty coverage for the benefit
of the Administrative Agent and the Lenders) providing coverage which, when
aggregated with the amount of such insurance coverage on the other Mortgaged
Vessels, shall be at least 140% of the aggregate Revolving Commitments.  Such insurance shall cover marine and
War Risk perils against confiscation, expropriation, seizure and other war
risks, on hull and machinery, and shall be maintained in the broadest forms
available (on reasonable commercial terms as the applicable Loan Party shall see
fit and reasonably acceptable to the Administrative Agent) in the American and
British insurance markets or in such other major international markets
acceptable to the Administrative Agent.

        (e)   
Operation of Mortgaged Vessels.  

                (i)   
Each Mortgaged Vessel shall not operate in or proceed into any
area then excluded by trading warranties under its marine or war risk policies
(including protection and indemnity or its equivalent) without satisfying the
conditions of the relevant policies, evidence of which shall be furnished to the
Administrative Agent.

                (ii)   
The Loan Parties shall not employ any Mortgaged Vessel or
suffer any Mortgaged Vessel to be employed otherwise than in conformity with the
terms of the instruments of Insurance Policies aforesaid relative to the
Mortgaged Vessel (including any warranties, express or implied, therein) without
first obtaining the consent to such employment of the insurers and complying
with such requirements as to extra premium or otherwise as the insurers may
prescribe.

                (iii)   
To the extent any of the following could reasonably be expected
to cause a Material Adverse Change, the Loan Parties shall not commit any act,
nor voluntarily suffer nor permit any act to be done, whereby any insurance
required hereunder shall or may be suspended, impaired or defeated and will not
suffer nor permit any Mortgaged Vessel to engage in any voyage, nor to engage in
any employment not permitted under the policies of insurance in effect, without
first covering any Mortgaged Vessel with insurance satisfactory in all respects,
including the amount thereof, to the Administrative Agent for the voyage or the
employment.

        (f)   
United States Operations.  At all times during which any Mortgaged
Vessel is operating within the jurisdiction of the United States of America, the
Loan Parties shall maintain:

                (i)   
insurance or post bond or maintain approved evidence of
financial responsibility with respect to such Mortgaged Vessel to cover the
actual cost of removal of discharged oil for which the owner thereof may be held
strictly liable (or held liable due to negligence of such Loan Party or any
other Person) under the Clean Water Act of 1977, as amended, the Oil Pollution
Act of 1990, as amended, or the Outer Continental Shelf Lands Act, as amended,
or under any other federal, state or international law that, now or in the
future, may apply to such Mortgaged Vessel or to the owner thereof; and the
applicable Loan Party shall maintain insurance or post bond or maintain approved
evidence of financial responsibility covering similar pollution risks or
liabilities incident thereto under any law, regulation or judicial decision of
any foreign jurisdiction or jurisdictions or political subdivision thereof
applicable to the owner, such Mortgaged Vessel or its operations; and

                (ii)    such worker's compensation or longshoremen's and harbor
workers' insurance as shall be required by applicable law, including
endorsements for foreign and Outer Continental Shelf operations, borrowed
servant, voluntary compensation and in rem claims.  

Section 5.03         
Preservation of Existence,
Etc.  Except as permitted by Section 6.03,
each of the Company and each of its Subsidiaries will preserve and maintain its
existence, rights, franchises and privileges in the jurisdiction of its
formation, and qualify and remain qualified in each jurisdiction in which
qualification is necessary or desirable in view of its business and operations
or the ownership of its Properties and where failure to qualify could reasonably
be expected to cause a Material Adverse
Change.

Section 5.04         
Payment of Taxes,
Etc.  Each of the Company and each of its
Subsidiaries will pay and discharge before the same shall become delinquent, (a)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or Property that are material in amount, prior to the
date on which penalties attach thereto and (b) all lawful claims of Governmental
Authorities that are material in amount which, if unpaid, might by law become a
Lien upon its Property; provided, however, that the Company and its
Subsidiaries shall not be required to pay or discharge any such tax, assessment,
charge, levy, or claim which is being contested in good faith and by appropriate
proceedings, and with respect to which reserves, if required in conformity with
GAAP, have been
provided.

Section 5.05         
Reporting
Requirements.  The Company will furnish to the
Administrative Agent for distribution to the Lenders (with sufficient copies for
each Lender to receive a copy from the Administrative
Agent):

        (a)   
Defaults. 
As soon as possible and in any event within five Business Days after the
occurrence of a Default becomes known to a Responsible Officer of a Borrower
which is continuing on the date of such statement, a statement of a Responsible
Officer of such Borrower setting forth the details of such Default and the
actions which such Borrower has taken and proposes to take with respect
thereto;

        (b)   
Quarterly Financials.  As soon as available and in any event
not later than 60 days after the end of each of the first three fiscal quarters
of each fiscal year of the Company, the unaudited consolidated balance sheet of
the Company, as of the end of such quarter and the consolidated statements of
operations, and cash flows of the Company for the periods then ended and for the
period commencing at the end of the previous year and ending with the end of
such fiscal quarter, all in reasonable detail and duly certified with respect to
such statements (subject to year-end audit adjustments) by an authorized
financial officer of the Company as having been prepared in accordance with GAAP;

        (c)   
Audited Annual Financials.  As soon as available and in any event
not later than 90 days after the end of each fiscal year of the Company, copies
of the annual audited financial statements for such year for the Company,
including therein the consolidated balance sheet of the Company as of the end of
such fiscal year and consolidated statements of operations, changes in
shareholders' equity and cash flows for such fiscal year, in each case certified
by independent certified public accountants of nationally recognized standing
together with a certificate of such accounting firm to the Administrative Agent
and the Lenders stating that, in the course of the regular audit of the business
of the Company, which audit was conducted by such accounting firm in accordance
with generally accepted auditing standards, such accounting firm has obtained no
knowledge that a Default has occurred and is continuing, or if, in the opinion
of such accounting firm, a Default has occurred and is continuing, a statement
as to the nature thereof;

        (d)   
Compliance Certificates.  (i) Within 60 days of each fiscal
quarter end of the Company for the first three fiscal quarters of each fiscal
year of the Company and (ii) within 90 days of each fiscal year end of the
Company, a Compliance Certificate for such fiscal quarter or fiscal year then
ended indicating compliance with Sections 6.13 through 6.18;

        (e)   
Vessel Report; Material Subsidiaries.  On or before 30 days after the end of
each of fiscal quarter of each fiscal year of the Company, (i) a report
detailing the flag, the then current location of each of the Mortgaged Vessels
and other Material Vessels owned or leased by the Company and its Subsidiaries,
and the then current status (operating or stacked) of such vessel and (ii) a
list of each of the Material Subsidiaries and any Subsidiary of the Company that
will become a Material Subsidiary on or before the next report is required to be
delivered;

        (f)   
Other Creditors. 
The Company shall provide promptly and in any event within five Business
Days after the giving or receipt thereof, copies of any material notices,
information, and documents given or received by any Loan Party pursuant to the
terms of any indenture, loan agreement, credit agreement, or similar agreement
relating to Debt of $5,000,000.00 or more;

        (g)   
Securities Law Filings.  Promptly and in any event within 15 days
after the sending or filing thereof, copies of all proxy material, reports and
other information which the Company or any of its Subsidiaries files with the
SEC;

        (h)   
Termination Events.  As soon as possible and in any event (i)
within 30 days after the Company or any of its Subsidiaries knows or has reason
to know that any Termination Event described in clause (a) of the definition of
Termination Event with respect to any Plan has occurred, and (ii) within 10 days
after the Company or its Subsidiaries knows or has reason to know that any other
Termination Event with respect to any Plan has occurred, a statement of a senior
financial officer of the Company or such Subsidiary describing such Termination
Event and the action, if any, which the Company or such Subsidiary proposes to
take with respect thereto;

        (i)   
Termination of Plans.  Promptly and in any event within ten
Business Days after receipt thereof by the Company or any member of the
Controlled Group from the PBGC, copies of each notice received by the Company or
any such member of the Controlled Group of the PBGC's intention to terminate any
Plan or to have a trustee appointed to administer any Plan;

        (j)   
Other ERISA Notices.  Promptly and in any event within five
Business Days after receipt thereof by the Company or any member of the
Controlled Group from a Multiemployer Plan sponsor, a copy of each notice
received by the Company or any member of the Controlled Group concerning the
imposition of withdrawal liability pursuant to Section 4202 of ERISA in an
amount that could reasonably be expected to cause a Material Adverse Change;

        (k)   
Disputes, etc. 
Prompt written notice of any claims, proceedings, or disputes, or to the
knowledge of the Company and its Subsidiaries threatened, or affecting the
Company or any of its Subsidiaries which, if adversely determined, could
reasonably be expected to cause a Material Adverse Change;

        (l)   
Material Changes. 
Prompt written notice of any condition or event of which the Company or
any of its Subsidiaries has knowledge, which condition or event has resulted or
may reasonably be expected to result in a Material Adverse Change;

        (m)   
Environmental Notices.  Promptly upon the receipt thereof by the
Company or any of its Subsidiaries, a copy of any form of notice, summons or
citation received from any Governmental Authority or any other third party,
concerning (i) violations or alleged violations of Environmental Laws, which
seeks to impose liability therefor in excess of $5,000,000.00, (ii) any action
or omission on the part of the Company or any of its Subsidiaries in connection
with Hazardous Waste or Hazardous Substances which could result in a liability
therefor in excess of $5,000,000.00, (iii) any notice of potential
responsibility under CERCLA or any analogous law  which could result in a liability
therefor in excess of $5,000,000.00, or (iv) concerning the filing of a Lien
other than a Permitted Lien upon, against or in connection with the Company or
any of its Subsidiaries, or any of their leased or owned Property with a value
of more than $5,000,000.00, wherever located;

        (n)   
Insurance. 
On or before April 15 of each year commencing April 15, 2004, the Company
will deliver to the Administrative Agent a report prepared by the Company's
independent maritime insurance broker which report (i)
lists all insurance policies and programs then in effect with respect to
the Mortgaged Vessels, (ii) specifies for each such policy
and program, (A) the amount thereof, (B) the risks insured against thereby, (C)
the name of the insurer and each insured party thereunder and (D) the policy or
other identification number thereof, and (iii) certifies
that all such policies and programs are (A) in full force and effect, (B) are
placed with such insurance companies, underwriters or associations, in such
amounts, against such risks, and in such form, as are customarily issued against
by Persons of similar size and established reputation engaged in the same or
similar businesses and similarly situated and as are necessary or advisable for
the protection of the Administrative Agent as mortgagee, and (C) conform with
the requirements of this Agreement and the Security Documents; and

        (o)   
Other Information. 
Such other information respecting the business or Properties, or the
condition or operations, financial or otherwise, of the Company and its
Subsidiaries as the Administrative Agent or any Lender may from time‐to‐time
reasonably request.

Section 5.06         
Maintenance of
Property.  Each of the Company and its Subsidiaries
shall (a) maintain their material owned, leased, or operated property,
equipment, buildings and fixtures in substantially the same or better condition
and repair as the condition and repair as of December 31, 2003, normal wear and
tear excepted and (b) not knowingly or willfully permit the commission of waste
or other injury, or the release of Hazardous Substances on or about the owned or
operated property in violation of applicable Environmental
Laws.

Section 5.07         
Inspection.  From time-to-time upon reasonable notice
and during normal business hours, the Company and its Subsidiaries shall (a)
permit the Administrative Agent (at the request of any Lender) to examine and
copy their books and records, (b) permit the Administrative Agent and the
Lenders to visit and inspect their Properties, and (c) permit the Administrative
Agent and Lenders to discuss the business operations and Properties of the
Company and its Subsidiaries with their officers and
directors.

Section 5.08         
Use of
Proceeds.  The Borrowers shall use the proceeds of
Advances for (i) the refinancing of Debt of the Company and its Subsidiaries
under the Existing Credit Agreement, (ii) Capital Expenditures, (iii) general
corporate purposes of the Company and its Subsidiaries, including, without
limitation, making Acquisitions permitted by Section 6.18 of this Agreement and
(iv) the payment of the GTM Settlement. 
The Borrowers will not engage in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U).

Section 5.09         
Nature of
Business.  The Company shall, and shall cause each
of its Subsidiaries to, not engage in any business if, as a result, the general
nature of the business, taken on a consolidated basis, would then be
substantially changed from the general nature of the business engaged in by the
Company and its Subsidiaries on the Closing
Date.

Section 5.10         
Books and Records. 
The Company will keep, and will cause each of its Subsidiaries to keep,
adequate records and books of account in which complete entries will be made in
accordance with GAAP (subject to year-end adjustments), reflecting all financial
transactions of such Person.  The
Company shall maintain or cause to be maintained a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP, and each of
the financial statements described herein shall be prepared from such system and
records. 

Section 5.11         
New
Subsidiaries. 


        (a)    As soon as possible and in any event no later than 30 days
after the end of each fiscal quarter in which any of the following events occur:
(i) the date of the creation of any new Material Domestic Subsidiary of the
Company, (ii) the date that any Subsidiary of the Company that was not a
Material Domestic Subsidiary becomes a Material Domestic Subsidiary, or (iii)
the purchase permitted by this Agreement by the Company or any of its
Subsidiaries of the capital stock of any Person, which purchase results in such
Person becoming a Material Domestic Subsidiary of the Company, the Company
shall, in each case, cause (A) such Material Domestic Subsidiary to execute and
deliver to the Administrative Agent (with sufficient originals for each
applicable Lender) any or all of the following documents requested by the
Administrative Agent:  a Guaranty to
guaranty the Obligations and a Security Agreement, a Pledge Agreement (if such
new Subsidiary owns one or more Subsidiaries), one or more Vessel Mortgages (if
such new Subsidiary owns one or more Material Vessels), and such other Security
Documents as the Administrative Agent may reasonably request, in each case to
secure the Obligations together with evidence of corporate authority to enter
into such Guaranty, Security Agreement, Pledge Agreement, Vessel Mortgages and
other Security Documents as the Administrative Agent may reasonably request and
(B) the Company or its Subsidiary owning capital stock or other equity interests
of such new Subsidiary to execute a Pledge Agreement pledging 100% of its
interests in the capital stock or other equity interests of such new Subsidiary
to secure the Obligations and deliver such evidence of corporate authority to
enter into such Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and appropriately
executed stock powers in blank.

        (b)   
As soon as possible and in any event no later than 30 days
after the end of each fiscal quarter in which any of the following events occur:
(i) the date of the creation of any new Mexican Subsidiary that is a Material
Subsidiary or (ii) the purchase of a Person by a Mexican Subsidiary, which
purchase results in such Person becoming a Mexican Subsidiary that is a Material
Subsidiary, the Company shall, in each case, cause (A) such Mexican Subsidiary
to execute and deliver to the Administrative Agent (with sufficient originals
for each applicable Lender) any or all of the following documents requested by
the Administrative Agent or any Lender: a Guaranty to guaranty the Mexican
Subsidiaries' Obligations and Mexican Security Documents and one or more Vessel
Mortgages (if such new Subsidiary owns one or more Material Vessels), and such
other Security Documents and the Administrative Agent or any Lender may
reasonably request, in each case to secure the Mexican Subsidiaries' Obligations
together with evidence of corporate authority to enter into such Guaranty,
Mexican Security Document, and Vessel Mortgages and (B) the Company or its
Subsidiary owning capital stock or other equity interests of such new Subsidiary
to execute a Pledge Agreement pledging 100% of its interests in the capital
stock or other equity interests of such new Subsidiary to secure the Mexican
Subsidiaries' Obligations and 66% of its interests in such capital stock to
secure the Loan Parties' Obligations and such evidence of corporate authority to
enter into such Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and appropriately
executed stock powers in blank.

Section 5.12         
New
Vessels.  Upon the acquisition by the Company or
any of its Subsidiaries of any Material Vessel, the Company will, or will cause
the Subsidiary which acquired such Material Vessel to, execute and deliver to
Administrative Agent for the ratable benefit of the Lenders (a) a Vessel
Mortgage granting a security interest in such Material Vessel to secure the
Obligations and (b) such evidence of corporate authority to enter into such
Vessel Mortgage as the Administrative Agent may reasonably request;
provided, however, that the Company and its Subsidiaries shall not be
required to execute and deliver a Vessel Mortgage covering any Material Vessel
which is acquired or to be acquired with MARAD Financing or subject to liens
securing purchase money debt or Capital
Leases.

Section 5.13         
Operation of Mortgaged Vessels.  The Company and each Loan Party that
owns or operates a Mortgaged Vessel shall:

        (a)    keep such Mortgaged Vessel in a good and sufficient state of
repair consistent with ownership and management practice employed by owners of
vessels of similar size and type and so as to (i) maintain the present class of
such Mortgaged Vessel at its current classification by any recognized rating
agency, free of recommendations affecting class and qualifications and change of
class, save those notified to the Administrative Agent in writing and (ii)
comply with all Legal Requirements from time to time applicable to such
Mortgaged Vessel and such Loan Party's operations except where such
non-compliance will not reasonably be expected to cause a Material Adverse
Change;

        (b)    with respect to such Mortgaged Vessel, (i) make or cause to be
made all repairs to or replacement of any damaged, worn or lost parts or
equipment such that the value of such Mortgaged Vessel will not be materially
impaired and (ii) except as otherwise contemplated by this Agreement, not remove
any material part of, or item of equipment owned by the Loan Parties installed
on, such Mortgaged Vessel unless (A) the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition as or better
condition than the part or item removed, is free from any Lien (other than
Permitted Liens) in favor of any Person other than the Administrative Agent and
becomes, upon installation on such Mortgaged Vessel the property of the Loan
Parties and subject to the security constituted by the Vessel Mortgage or the
Security Agreement or (B) the removal will not materially diminish the value,
safety or operating efficiency of such Mortgaged Vessel;

        (c)    submit such Mortgaged Vessel to such periodical or other
surveys as may be required for classification purposes and, upon the request of
the Administrative Agent supply to the Administrative Agent copies of all survey
reports and classification certificates issued in respect thereof;

        (d)   
notify the Administrative Agent in writing of:

                (i)   
any Casualty Event which results in Net Cash Proceeds in excess
of $500,000.00 with respect to any Mortgaged Vessel; and

                (ii)   
any occurrence in respect of any Mortgaged Vessel that is or is
likely, by the passing of time or otherwise, to become a Material Partial Loss
or a Total Loss; and

                (iii)    any requirement or recommendation made by any insurer or
classification society or by any competent authority which is not complied with
within a reasonable time; and

                (iv)   
any arrest of any Mortgaged Vessel or the exercise or purported
exercise of any Lien on any Mortgaged Vessel; and

                (v)   
any intended deactivation or lay-up of any Mortgaged
Vessel;

        (e)   
promptly pay and discharge all debts, damages and liabilities
whatsoever which have given or may give rise to maritime or possessory Liens
(other than Permitted Prior Liens) on or claims enforceable against such
Mortgaged Vessel and all tolls, dues, taxes, assessments, governmental charges,
fines and penalties that are material in amount and lawfully charged on or in
respect of each Mortgaged Vessel other than any of the foregoing being contested
in good faith and diligently by appropriate proceedings, and, in the event of
arrest of any Mortgaged Vessel pursuant to legal process, or in the event of her
detention in exercise or purported exercise of any such Lien or claim as
aforesaid, procure, if possible, the release of such Mortgaged Vessel from such
arrest or detention forthwith upon receiving notice thereof by providing bail or
otherwise as the circumstances may require;

        (f)    if the Person operating such Mortgaged Vessel is not a Loan
Party, promptly remit all earnings received by such Person from any Mortgaged
Vessel back to the appropriate Loan Party; and 

        (g)   
(i) comply with and satisfy all Legal Requirements of the
jurisdiction of such Mortgaged Vessel's home port, now or hereafter from time to
time in effect, in order that such Mortgaged Vessel shall continue to be
documented pursuant to the laws of the jurisdiction of its home port with such
endorsements as shall qualify such Mortgaged Vessel for participation in the
trades and services to which it may be dedicated from time to time or (ii) not
do or allow to be done anything whereby such documentation is or could
reasonably be expected  be
forfeited.

Section 5.14         
Appraisal Reports. 


        (a)    Within 45 days after each anniversary date of the Closing Date,
the Borrower shall deliver to the Administrative Agent and the Lenders a desktop
appraisal report setting forth the Orderly Liquidation Value of
each of Mortgaged Vessel as of the date appraised (each an "Appraisal Report")
and certifying the Collateral Coverage Amount. The cost of each such Appraisal
Report shall be paid by the Borrower.

        (b)    At any time the Administrative Agent, at the request of the
Lenders, may request that the Borrower deliver an additional Appraisal Report to
the Lenders. Upon receipt of such request by the Borrower, the Borrower shall
deliver such Appraisal Report to the Administrative Agent and the Lenders within
60 days after receipt of such request. Unless a Default is in existence at the
time of such request, the Lenders shall pay the costs of any subsequent
Appraisal Reports requested by the Administrative Agent under this Section
5.14(b) during such calendar year.

        (c)   
Upon the sale of any Mortgaged Vessel permitted by Section
6.03, if requested by the Majority Lenders, the Borrower shall deliver to the
Administrative Agent and the Lenders an additional Appraisal Report setting
forth the Orderly Liquidation Value of the Mortgaged Vessels.  If the most recent Appraisal Report was
dated more than 180 days before such sale, the cost of such Appraisal Report
shall be paid by the Borrower; otherwise the cost of such Appraisal Report such
be paid by the Lenders.

        (d)   
Each Appraisal Report delivered under this Section 5.14 shall
be in form, scope and substance reasonably satisfactory to the Administrative
Agent.

Section 5.15         
Further Assurances in General.  The Company shall, and shall cause each
of the Loan Parties to, protect and perfect the Liens contemplated by the
Security Documents.  The Company at
its expense shall, and shall cause each of the Loan Parties to, promptly execute
and deliver all such other and further documents, agreements and instruments in
compliance with or accomplishment of the covenants and agreements of the Company
or any of its Subsidiaries in the Credit Documents, including, without
limitation, the accomplishment of any condition precedent that may have been
temporarily waived by the Lenders prior to the Closing
Date.

Section 5.16         
Post-Closing Requirements.  

        (a)    Within 30 days following the Closing Date (or such later date
as is acceptable to the Administrative Agent, the Company shall deliver to the Administrative Agent and
the Lenders, in form and substance satisfactory to the Administrative Agent and
the Lenders, each of the following:

                (i)    the Mexican Pledge Agreements, together with stock
certificates, and any other documents,
agreements or instruments necessary to create an Acceptable Security Interest in
such equity
interests;

                (ii)   
Mexican Security Agreements granting to the Administrative
Agent for the benefit of the Lenders a lien in accounts and inventory with respect to the Mexican Subsidiaries to secure the
Obligations, in each case together with any other documents, agreements, or
instruments necessary to create an Acceptable Security Interest in such pledged
collateral;

                (iii)   
Pledge Agreements executed by the Company, Global Industries
International, L.L.C., Subtec Middle East Limited, Global Pipelines PLUS,
L.L.C., and Global Industries Offshore, L.L.C., pledging to the Administrative
Agent for the benefit of the Lenders to secure the Obligations, 66% of the
equity interests of such Pledgors in Global Industries International, LP,
together with stock certificates, stock powers executed in blank, UCC-1
financing statements, and any other documents, agreements or instruments
necessary to create an Acceptable Security Interest in such equity interests
under the law of the Cayman Islands;


                (iv)    certificates from the appropriate Governmental Authority
certifying as to the good standing, existence and authority of each of the Loan
Parties that is a Foreign Subsidiary in all jurisdictions where reasonably
required by the Administrative Agent;


                (v)   
with respect to each Loan Party that is a Foreign Subsidiary,
copies, certified as of the Closing Date by a Responsible Officer of the
appropriate Person of (A) the resolutions of the Board of Directors or its
equivalent of each Loan Party approving the Credit Documents to which it is a
party and the transactions contemplated thereby, (B) the organizational
documents of each Loan Party, and (C) all other documents evidencing other
necessary corporate action and governmental approvals, if any, with respect to
this Agreement, the Notes, and the other Credit
Documents;

                (vi)    with respect to each Loan Party that is a Foreign Subsidiary,
certificates of a Responsible Officer of each of the Loan Parties certifying the
names and true signatures of officers of the Loan Parties authorized to sign
this Agreement, the Notes, Notices of Borrowing and the other Credit Documents
to which such Loan Parties are a
party;

                (vii)   
favorable opinions from local counsel located in Panama, the
Cayman Islands, and Mexico, in form and substance reasonably satisfactory to the
Administrative
Agent.


ARTICLE
VI

NEGATIVE COVENANTS

So long as the Notes or any amount
under any Credit Document shall remain unpaid, any Lender shall have any
Commitment, or there shall exist any Letter of Credit Exposure, each Borrower
agrees, unless the Majority Lenders otherwise consent in writing, to comply with
the following covenants.

Section 6.01         
Liens,
Etc.  Neither the Company nor any of its
Subsidiaries will create, assume, incur or suffer to exist, any Lien on or in
respect of any of its Property whether now owned or hereafter acquired, or
assign any right to receive income, except that the Company and its Subsidiaries
may create, incur, assume or suffer to exist the following which are permitted
liens ("Permitted
Liens"):

        (a)    Liens securing the Obligations;

        (b)   
Liens for taxes, assessments or governmental charges or levies
on Property of the Company and its Subsidiaries to the extent not required to be
paid pursuant to Sections 5.01 and 5.04;

        (c)   
Liens set forth in the attached Schedule 6.01 securing Debt
described therein and refinancings of such Debt; provided that, the
aggregate principal amount of such Debt shall not be renewed, refinanced or
extended if the amount of such Debt so renewed, refinanced or extended is
greater than the outstanding amount of such Debt on the Closing Date;

        (d)   
Liens imposed by law or contract, such as preferred maritime
Liens incurred in the ordinary course of business (including liens for wages,
tort, general average salvage, repair, supplies, towage, use of a drydock
facility or marine railway, or other necessaries supplied to a vessel),
carrier's, warehousemen's, mechanic's, materialmen's, repairmen's or other like
Liens arising in the ordinary course of business (whether or not statutory)
which are not overdue for a period of more than 30 days or which are being
contested in good faith and by appropriate proceedings, for which a reserve or
other appropriate provision, if any, as shall be required by GAAP, shall have
been made;

        (e)    deposits to secure the performance of bids, trade contracts,
leases, statutory obligations and other obligations of a like nature incurred in
the ordinary course of business in an aggregate amount outstanding at any time
not to exceed $7,500,000.00;

        (f)   
easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, leases, subleases, licenses,
sublicenses, restrictions on the use of Property or minor imperfections in title
thereto which, individually and in the aggregate, could not reasonably be
expected to cause a Material Adverse Change, and which do not in any case
materially detract from the value of the Property subject thereto or interfere
with the ordinary conduct of the business of the Company or any of its
Subsidiaries;

        (g)    Liens on Property of Persons which become Subsidiaries of the
Company after the Closing Date securing Debt permitted hereby; provided
that, (i) such Liens are in existence at the time the respective Persons become
Subsidiaries of the Company and were not created in anticipation thereof, (ii)
the Debt secured by such Liens (A) is secured only by such Property and not by
any other assets of the Subsidiary acquired, (B) is not increased in amount and
(C) the aggregate principal amount of the indebtedness secured by the Liens
permitted by this paragraph (g) shall not exceed $5,000,000.00 at any time,
(iii) the Company's Consolidated EBITDA is greater than $65,000,000.00 for the
four fiscal quarters most recently ended and (iv) the Leverage Ratio calculated
as of the most recent fiscal quarter for which financial statements are
available is less than 1.50 to 1.00;

        (h)    Liens arising in the ordinary course of business out of pledges
or deposits under workers' compensation laws, unemployment insurance, old age
pensions or other social security or retirement benefits, or similar legislation
or to secure public or statutory obligations of the Borrower;

        (i)    purchase money Liens or purchase money security interests upon
or in any equipment acquired or held by the Company or any of its Subsidiaries
in the ordinary course of business prior to or at the time of the Company's or
such Subsidiary's acquisition of such equipment; provided that, (i) the
Debt secured by such Liens (A) was incurred solely for the purpose of financing
the acquisition of such equipment, and does not exceed the aggregate purchase
price of such equipment, (B) is secured only by such equipment and not by any
other assets of the Company and its Subsidiaries, (C) is not increased in
amount, and (D) the aggregate principal amount of the indebtedness secured by
the Liens permitted by this paragraph (i) shall not exceed $5,000,000.00 at any
time, (ii) the Company's Consolidated EBITDA is greater than $65,000,000.00 for
the four fiscal quarters most recently ended and (iii) the Leverage Ratio
calculated as of the most recent fiscal quarter for which financial statements
are available is less than 1.50 to 1.00. 

        (j)   
Liens securing any MARAD Financing; provided that each
such Lien encumbers only the property financed in connection with the creation
of any such Debt and any other MARAD Collateral; and

        (k)   
Liens securing Capitalized Leases to the extent such Debt is
permitted under Section 6.02(h); provided that (i) each such Lien only
encumbers the property acquired in connection with the creation of such Capital
Lease and all proceeds therefrom and (ii) the fair market value of the
collateral securing any such Debt may exceed the outstanding principal amount of
such Debt only to the extent such excess is within customary commercial bank
lending and collateralization requirements.

Notwithstanding the foregoing, the Company
shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur
or suffer to exist, any Lien on or in respect of (i) any assets relating to or
arising from the Mortgaged Vessels whether now owned or hereafter acquired,
including, without limitation, any accounts receivable, inventory, equipment,
and general intangibles (each as defined in Article 9 of the UCC) other than
Liens in favor of the Administrative Agent for the benefit of the Lenders, (ii)
the Capital Stock of the Company or any of its Subsidiaries, or (iii) GP
35, GP37, MV Shamal and MV Selatan, except in each
case, Permitted Liens under clauses (a), (b), (d), (f) and (h) above. 


Section 6.02         
Debts, Guaranties and Other
Obligations.  The Company will not, and will not
permit any of its Subsidiaries to, create, assume, suffer to exist or in any
manner become or be liable, in respect of any Debt
except:

        (a)    Debt of the Company and its Subsidiaries under the Credit
Documents;

        (b)    intercompany Debt incurred in the ordinary course of business
owed (i) by any Wholly Owned Subsidiary of the Company to the Company or to any
other Wholly Owned Subsidiary of the Company, (ii) by the Company to any of its
Wholly Owned Subsidiaries, and (iii) by any Mexican Subsidiary to another
Mexican Subsidiary; provided that, all such intercompany Debt shall be
subordinated to the Obligations in accordance with the terms set forth in the
Guaranties;

        (c)   
Debt secured by the Liens permitted under paragraphs (c), (g)
and (i) of Section 6.01;

        (d)   
any MARAD Financing used to finance the acquisition,
construction, or improvement of the Company's or any of its Subsidiaries'
Vessels (including any rearrangements, extensions, or refinancing thereof) in an
aggregate principal amount outstanding at any time not to exceed $25,000,000.00
in addition to any other MARAD Financing permitted by clause (e) below;
provided that the Company and its Subsidiaries may not enter into
additional MARAD Financing described in this clause (d) (other than
rearrangements, extensions, or refinancings thereof) if a Default is continuing
or entering into the additional indebtedness would reasonably be expected to
cause a Default;

        (e)    Debt listed on Schedule 6.02 and all extensions, amendments, refinancings, and renewals thereof so long as none of the principal amount of
such Debt is increased;

        (f)   
reimbursement obligations of the Company and its Subsidiaries
in respect of any surety bonds or letters of credit otherwise permitted under
this Agreement issued to secure payment of any insurance premiums, regulatory
obligations, or trust fund obligations for the Company or any of its
Subsidiaries;

        (g)    Unfunded Liabilities that would not reasonably be expected to
cause a Material Adverse Change;

        (h)   
Capitalized Leases with an aggregate principal amount
outstanding at any time not to exceed $25,000,000.00;

        (i)   
Permitted Bond Obligations;

        (j)   
unsecured obligations other than Permitted Bond Obligations in
respect of  letters of credit, bonds
and guaranties issued for the account of the Company or any of its Subsidiaries
to secure the Company's or any of its Subsidiaries' performance obligations in
the ordinary course of business with an aggregate face amount outstanding at
time not to exceed $150,000,000.00 or its Equivalent Amount in another
currency;

        (k)    nonspeculative Financial Contract Obligations entered into in
the ordinary course of business; and

        (l)    other unsecured Debt of the Company and its Subsidiaries with
an aggregate principal amount outstanding not to exceed $2,000,000.00.

Section 6.03         
Merger or Consolidation; Asset
Sales.  Neither the Company nor any of its
Subsidiaries will (a) merge or consolidate with or into any other Person or (b)
sell, lease, transfer, or otherwise dispose of any of its Property (other than
the sale of inventory in the ordinary course of business or the sale of obsolete
or worn-out property in the ordinary course of business) except that so long as
after giving effect thereto no Default or Event of Default shall
exist:

                (i)    any Loan Party may merge or consolidate with any corporation,
provided that such Loan Party shall be the continuing or surviving
entity, and provided that no Default occurs or would be caused by such
merger or consolidation;

                (ii)    any Loan Party (other than the Company) may merge or
consolidate with any other Loan Party, provided that no Loan Party's
Obligations under the Credit Documents shall decrease as a result of such merger
or consolidation;

                (iii)   
the Company and its Subsidiaries may sell, lease, transfer or
otherwise dispose of any assets to third parties outside the ordinary course of
business; provided that, (A) the Net Cash Proceeds received by the
Company or such Subsidiary from all such sales in excess of $5,000,000.00 in any
calendar year shall, within 90 days of the date received, be reinvested or
committed to be reinvested through executed construction contracts by the
Company or such Subsidiary in (1) replacement assets of comparable value and
utility or (2) improvements to existing assets of the Company or such
Subsidiary, (B) if no Event of Default has occurred and is continuing or would
result from such sale, the Loan Parties may sell, lease, transfer or otherwise
dispose of any Mortgaged Vessel or any of the GP 35, GP37, MV
Shamal and MV Selatan with Orderly Liquidation Value
of up to an aggregate amount of $10,000,000 during the term of this Agreement
and (C) when taken together with all other asset sales (other than sales,
leases, transfers, or other dispositions permitted by subsection (iv) below)
permitted by this Section during the fiscal year in which such Asset Sale
occurs, the aggregate amount thereof does not exceed 5% of the Company's
tangible net assets (based on book value) as set forth in the Company's most
recent Form 10-K; and

                (iv)    the Company and its Subsidiaries may sell, discount or factor
foreign accounts receivable, at face value or at a discount not to exceed 3%,
with an uncollected face amount outstanding at any time not to exceed
$20,000,000.00 for the four fiscal quarters most recently ended, without
recourse or representation or warranty other than customary representations and
warranties and recourse that would not prevent true sale treatment of such sale,
discount or factor under GAAP; provided that no Event of Default has occurred
and is continuing and that the Company is in compliance with Sections 6.13
through 6.17 both before and after giving effect to such transaction.

Section 6.04         
Investments.  Neither the Company nor any of its
Subsidiaries will make or permit to exist any loans, advances or capital
contributions to, or make any investment in, or purchase or commit to purchase
any stock or other securities or evidences of indebtedness of or interests in
any Person, except
for:

        (a)    loans, advances, capital contributions or investments in any
Domestic Subsidiary and in any Foreign Subsidiary in existence on the Closing
Date;

        (b)   
Liquid Investments;

        (c)    intercompany loans from the Company to or from any of its
Subsidiaries and intercompany loans between Subsidiaries;

        (d)   
Acquisitions permitted under Section 6.18;

        (e)   
loans or advances to third parties in an aggregate amount
outstanding at any time not to exceed $5,000,000.00 made in the ordinary course
of business; and

        (f)   
investments in capital stock of publicly traded companies in an
aggregate amount not to exceed $2,500,000.00 at any time; provided that
(i) Liquidity is equal to or greater than $50,000,000.00 at the time of
incurrence, (ii) the Company's Consolidated EBITDA is greater than
$65,000,000.00 for the four fiscal quarters most recently ended and (iii) the
Leverage Ratio calculated as of the most recent fiscal quarter for which
financial statements are available is less than 1.50 to 1.00.

Section 6.05         
Transactions With
Affiliates.  Neither the Company nor any of its
Subsidiaries shall, directly or indirectly, enter into or permit to exist any
transaction or series of transactions (including, but not limited to, the
purchase, sale, lease or exchange of Property, the making of any investment, the
giving of any guaranty or the rendering of any service) with any of their
Affiliates other than the Company or a Wholly Owned Subsidiary of the Company
unless such transaction or series of transactions is on terms no less favorable
to the Company or such Subsidiary than those that could be obtained in a
comparable arm's length transaction with a Person that is not an
Affiliate.

Section 6.06         
Compliance with
ERISA.  Neither the Company nor any of its
Subsidiaries will (a) terminate, or permit any member of the Controlled Group to
terminate, any Plan so as to result in a Material Adverse Change or (b) permit to
exist any occurrence of any Reportable Event or any other event or condition,
which presents a material (in the reasonable opinion of the Majority Lenders)
risk of such a termination by the PBGC of any
Plan.

Section 6.07         
Restricted
Payments.  Neither the Company
nor any of its Subsidiaries shall make any Restricted Payments (i) other than
Restricted Payments by Subsidiaries of the Company to the Company or another
Subsidiary of the Company and by the Company to any of its Subsidiaries and (ii)
purchases by the Company of its common stock in any event not to exceed in the
aggregate $25,000,000 provided that (A) Liquidity is equal to or greater than
$50,000,000.00 at the time of such purchase, (B) the company's Consolidated
EBITDA is greater than $65,000,000.00 for the four fiscal quarters most recently
ended and (C) the Leverage Ratio calculated as of the most recent fiscal quarter
for which financial statements are available is less than 1.50 to 1.00.

Section 6.08         
Maintenance of Ownership of
Subsidiaries.  Except as permitted by Section 6.03, the
Company will not, and will not permit any of its Subsidiaries to, sell or
otherwise dispose of any shares of capital stock of any of the Company's
Material Subsidiaries or permit any Subsidiary of the Company to issue, sell or
otherwise dispose of (other than to its parent) any shares of its capital stock
or the capital stock of any of the Company's Material
Subsidiaries.

Section 6.09         
Agreements Restricting Liens and
Distributions.  The Company will not, nor will it permit
any of its Subsidiaries to, enter into or permit to exist any agreement (other
than a Credit Document, any agreement entered into in connection with MARAD
Financing permitted hereunder) which (a) except with respect to specific
Property encumbered to secure payment of Debt related to such Property, imposes
restrictions greater than those under this Agreement upon the creation or
assumption of any Lien upon its Properties, revenues or assets, whether now
owned or hereafter acquired or (b) limits Restricted Payments to or any advance
by any of the Company's Subsidiaries to the
Company.

Section 6.10         
Other
Debt.

        (a)    The Company will not, and will not permit any Subsidiary to,
make any amendment or modification to the subordination provisions of any
indenture, note or other agreement evidencing or governing any Subordinated
Debt. 


        (b)   
If any Debt is required to be subordinated pursuant to Section
6.02(b) and is not evidenced by a promissory note, then the Company shall
procure that each such Subsidiary will enter into a written subordination
agreement on terms reasonably acceptable to the Administrative
Agent.

Section 6.11         
Limitation on Changes in Fiscal Periods.  The Company shall not, nor shall it
permit any of its Subsidiaries to, permit the fiscal year of the Company or any
of its Subsidiaries to end on a day other than December 31 or change the
Company's  method of determining
fiscal quarters.

Section 6.12         
Mortgaged Vessels. 
The Company shall not, nor shall it permit any of its Subsidiaries to,


        (a)    without the previous consent in writing of the Administrative
Agent, change the name of or make any modification to any Mortgaged Vessel which
would materially or adversely alter the structure, type or performance
characteristics of such Mortgaged Vessel or which would materially reduce the
value of such Mortgaged Vessel;

        (b)    employ any Mortgaged Vessel or allow her employment in any
trade or business which is unlawful under the laws of any relevant jurisdiction
in which it is located or subject or in carrying illicit or prohibited goods or
in any manner whatsoever which can reasonably be expected to render her liable
to destruction, seizure or confiscation; and in the event of hostilities in any
part of the world (whether war be declared or not) not employ any Mortgaged
Vessel or suffer her employment in carrying any contraband goods or to enter or
trade to any zone which is declared a war zone by any Government Authority or by
the insurers of such Mortgaged Vessel unless there shall have been effected by
the Loan Parties (at their expense) such special, additional or modified
insurance coverage as the Administrative Agent may reasonably
require;

        (c)   
if an Event of Default has occurred and is continuing, not
without the previous consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed), undertake or commence upgrades or
improvements on any Mortgaged Vessel in an amount exceeding or likely to exceed
$500,000.00 (or the equivalent in any other currency) unless the Person to
provide such upgrades or improvements shall first have given to the
Administrative Agent a written waiver or subordination of its Liens or its
equivalent, such waiver or subordination to be in form and substance reasonably
satisfactory to the Administrative Agent;

        (d)    charter any Mortgaged Vessel to, or permit the Mortgaged Vessel
to serve under any contract with, a Person included within the definition of (i)
"national" of a "designated foreign country," or "specially designated national"
of a "designated foreign country," in the Foreign Assets Control Regulations or
the Cuban Assets Control Regulations of the United States Treasury Department,
31 C.F.R. Parts 500 and 515, in each case as amended, (ii) "Government of
Libya", "entity of the Government of Libya" or "Libyan entity" in the Libyan
Sanctions Regulations of the United States Treasury Department, 31 C.F.R. Part
550, as amended, or (iii) "Government of Iraq", "entity of the Government of
Iraq" or "Iraqi Government entity" in the Iraqi Sanctions Regulations, 56
Fed.  Reg. 2112 (1991) to be
codified at 31 C.F.R. Part 575, as amended, all within the meaning of said
Regulations or of any regulations, interpretations or rulings issued thereunder,
or engage in any transaction that violates any provision of said Regulations or
that violates any provision of the Iranian Transactions Regulations, 31 C.F.R.
Part 560, as amended, the Foreign Funds Control Regulations, 31 C.F.R. Part 520,
as amended, the Transaction Control Regulations, 31 C.F.R. Part 505, as amended,
the Haitian Transaction Regulations, 31 C.F.R. Part 580, as amended, the Foreign
Assets Control Regulations, 31 C.F.R. Part 500, as amended, or Executive Orders
12810 and 12831 if such transaction or violation would (A) expose the
Administrative Agent or any Lender to any penalty, sanction or investigation or
(B) jeopardize the Lien created by the Vessel Mortgages or (C) might reasonably
be expected to have a material adverse effect on the Loan Parties or the
operation of the Mortgaged Vessels, or call at a Cuban port to load or discharge
cargo or to effect repairs on the Mortgaged
Vessels;

        (e)   
cause or permit any Mortgaged Vessel to be operated in any
manner contrary to law (except where the failure to operate in compliance with
any law would not have a material adverse effect on the Loan Parties, such
Mortgaged Vessel or the Lien created by the applicable Vessel Mortgage);


        (f)   
abandon any Mortgaged Vessel in a port outside the United
States of America;

        (g)   
engage in any unlawful trade or violate any law or carry any
cargo that shall expose any Mortgaged Vessel to forfeiture or capture;


        (h)   
operate any Mortgaged Vessel in any jurisdiction or in any
manner which could cause the Lien created by the applicable Vessel Mortgage to
be rendered unenforceable or the Administrative Agent's foreclosure or
enforcement rights to be materially impaired or hindered;
or

        (i)    change the flag of any Mortgaged Vessel without the prior
written consent of the Administrative Agent, such consent not to be unreasonably
denied or delayed.

Section 6.13         
Leverage
Ratio. 
The Company will not permit its Leverage Ratio at the end of any fiscal
quarter to be greater than the levels indicated below for the corresponding
periods:

	
                             
      Period
	
      Ratio

	
      Closing Date through June
      30, 2004
	
      3.25 to 1.00

	
      September 30, 2004 through
      December 31, 2004
	
      2.25 to 1.00

	
      March 31, 2005 and
      thereafter
	
      1.50 to 1.00



Section 6.14         
Minimum Net
Worth.  The Company shall not permit
Consolidated Net Worth as of the last day of any fiscal quarter to be less
than (a) 90% of Consolidated Net Worth as of March
31, 2004 plus (b) 50% of its Consolidated Net Income for each fiscal
quarter beginning with the fiscal quarter ending on June 30, 2004, during which
Consolidated Net Income is positive, but without reductions for any fiscal
quarters during which Consolidated Net Income is negative plus (c) 100%
of the Net Cash Proceeds from any Equity Issuance
thereafter.

Section 6.15         
Minimum Interest Coverage
Ratio.  The Company will not permit the Interest
Coverage Ratio at the end of any fiscal quarter to be less than the following
ratios during the following
periods:

	
                             
      Period
	
      Ratio

	
      Closing Date through June
      30, 2004
	
      1.50 to 1.00

	
      September 30, 2004 and
      thereafter
	
      3.00 to 1.00



Section 6.16         
Minimum Consolidated EBITDA.  The Company will not permit its
Consolidated EBITDA to be less than the amount set forth below opposite such
period:

	
                             
      Period
	
      Minimum
      Amount

	
      Fiscal quarter ending March 31,
      2004
	
      $2,500,000.00

	
      Two fiscal quarters ending June 30,
      2004
	
      $20,000,000.00

	
      Three fiscal quarters ending September
      30, 2004
	
      $47,500,000.00

	
      Four fiscal quarters ending December 31,
      2004
	
      $57,500,000.00

	
      Four fiscal quarters ending March 31,
      2005 and each four fiscal quarter period
      thereafter
	
      $65,000,000.00



Section 6.17         
Capital
Expenditures. 
The Company will not permit its consolidated Capital Expenditures, other
than Capital Expenditures in connection with Acquisitions permitted pursuant to
Section 6.18 below, to exceed the following amounts during the following fiscal
quarters:

	
      Fiscal Quarters Ending
	
      Maximum Amount

	
      June 30, 2004
	
      50% of the Company's Consolidated EBITDA 
for the fiscal
      quarter ended June 30, 2004

	
      September 30, 2004
	
      50% of the Company's Consolidated EBITDA for the two fiscal
      quarters ended September 30, 2004

	
      December 31,
      2004
	
      50% of the
      Company's Consolidated EBITDA for the three fiscal quarters ended December
      31, 2004

       

	
      Four fiscal
      quarters ended March 31, 2005 and each four fiscal quarter period ending
      thereafter
	
      50% of the
      Company's Consolidated EBITDA 
for the four fiscal quarters then
      ended




Section 6.18         
Acquisitions. 
For Acquisitions for which the aggregate consideration is less than
$15,000,000.00, the consent of the Lenders shall not be required so long as (i)
the acquisition target is in the same or similar line of business as the Loan
Parties; (ii) the Company or a Domestic Subsidiary is the surviving entity
holding one hundred percent (100%) of the ownership interests in the Acquisition
target; (iii) no Default or Event of Default shall exist before or after any
Acquisition; (iv) the terms of Section 5.11 are satisfied; (v) the board of
directors of the Acquisition target approves the Acquisition; (vi) the aggregate
cash consideration for all Acquisitions, including the Acquisition in question,
during the previous 12-month period is less than $15,000,000.00; and (vii) after
giving effect to any such Acquisition on a pro forma basis, Liquidity is greater
than or equal to $50,000,000.00.

Section 6.19         
Collateral Coverage Test.  As of the last day of any fiscal
quarter, the Company will not permit the ratio of (a)(i)  the aggregate
Orderly Liquidation Value of all Mortgaged Vessels to (ii) the Revolving Commitments is
be less than 1.4 to 1.0, and (b)(i) the sum of (A) the aggregate Orderly
Liquidation Value of all Mortgaged Vessels and (B) the
value of the Collateral (other than the Mortgaged Vessels) as determined
by the Administrative Agent in accordance with Section 3.01(e) to (ii) the
Revolving Commitments to be less than 2.0 to 1.0. 

ARTICLE
VII

REMEDIES

Section 7.01         
Events of
Default.  The occurrence of any of the following
events shall constitute an "Event of Default" under any Credit
Document:

        (a)    
Payment.  A
Borrower shall fail to pay any principal of any Note (including, without
limitation, any mandatory prepayment required by Section 2.07) when the same
becomes due and payable, or any interest on the Notes or any fee or other amount
payable hereunder or under any other Credit Document within three Business Days
after the same becomes due and payable;

        (b)   
Representation and Warranties.  Any representation or warranty made or
deemed to be made by a Borrower or any other Loan Party (or any of their
respective officers) in this Agreement, in any other Credit Document, or in any
certificate delivered in connection with this Agreement or any other Credit
Document shall prove to have been incorrect when made or deemed to be made;

        (c)   
Covenant Breaches. 
A Borrower or any other Loan Party shall (i) fail to perform or observe
any covenant contained in Sections 5.02, 5.05(a), 5.05(b), and Article VI of
this Agreement or (ii) fail to perform or observe any other term or covenant set
forth in this Agreement or in any other Credit Document which is not covered by
clause (i) above or any other provision of this Section 7.01 if such failure
shall remain unremedied for 30days from the earlier of written notice of such
default to the Company from the Administrative Agent or any Lender or the date
of actual knowledge of such default by a Responsible Officer of the Company or
any of its Subsidiaries;

        (d)   
Cross‐Default. 
(i) The Company or any of its Subsidiaries shall fail to pay any
principal of or premium or interest on its Debt which is outstanding in a
principal amount of at least $5,000,000.00 (or the Equivalent Amount of Debt
denominated in a currency other than Dollars) when aggregated with all such Debt
of the Person so in default (but excluding Debt evidenced by the Notes) when the
same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), (ii) any other event shall occur
or condition shall exist under any agreement or instrument relating to Debt
which is outstanding in a principal amount of at least $5,000,000.00 (or the
Equivalent Amount of Debt denominated in a currency other than Dollars) when
aggregated with all such Debt of the Person so in default (but excluding Debt
evidenced by the Notes), and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such event
or condition is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or (iii) any such Debt 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;

        (e)   
Insolvency. 
The Company or any of its Material Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to
pay its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Company or
any of  its Material Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee or other similar official for
it or for any substantial part of its property and, in the case of any such
proceeding instituted against the Company or any of  its Material Subsidiaries, either such
proceeding shall remain undismissed for a period of 60 days or any of the
actions sought in such proceeding shall occur; or the Company or any of its
Material Subsidiaries shall take any corporate action to authorize any of the
actions set forth above in this paragraph(e);

        (f)   
Judgments. 
Any judgment, decree or order for the payment of money (other than a
settlement order or decree for the GTM Settlement) shall be rendered against the
Company or any of its Subsidiaries in an amount in excess of $5,000,000.00 (or
the Equivalent Amount of thereof if denominated in a currency other than
Dollars) if rendered solely against the Company or any of its Subsidiaries, or
for which the Company's or any such Subsidiary's allocated portion of which
exceeds $5,000,000.00 (or the Equivalent Amount thereof if denominated in a
currency other than Dollars) and either (i) such judgment, decree or order
remains unsatisfied and in effect for a period of 60 consecutive days or more
without being vacated, discharged, satisfied or stayed or bonded pending appeal
or (ii) enforcement proceedings shall have been commenced by any creditor upon
such judgment, decree or order;

        (g)   
Termination Events.  Any Termination Event with respect to a
Plan shall have occurred, and, 30 days after notice thereof shall have been
given to the Company by the Administrative Agent, (i) such Termination Event
shall not have been corrected and (ii) the then present value of such Plan's
vested benefits exceeds the then current value of assets accumulated in such
Plan by an amount that would reasonably be expected to cause or to have a
Material Adverse Change (or in the case of a Termination Event involving the
withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of
ERISA), the withdrawing employer's proportionate share of such excess shall
exceed such amount);

        (h)   
Plan Withdrawals. 
The Company or any member of the Controlled Group as employer under a
Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have
notified such withdrawing employer that such employer has incurred a withdrawal
liability in an annual amount that could reasonably be expected to cause or to
have a Material Adverse Change;

        (i)   
Guaranty. 
(i) Any of the provisions in any of the Guaranties requiring payment
shall for any reason cease to be valid and binding on the applicable Guarantor
or (ii) any of the Guarantors shall so state in writing;

        (j)   
Security Documents.  (i) The Administrative Agent and the
Lenders shall fail to have an Acceptable Security Interest in the Collateral or
(ii) any material provision of any Security Document shall for any reason cease
to be valid and binding on the Company or other Loan Parties executing such
Security Document, or any such Person shall so state in writing;

        (k)   
Change in Control. 
A Change in Control shall occur; or 

        (l)   
Financial Statements.  The audited consolidated balance sheet
of the Company and its consolidated Subsidiaries for the fiscal year ending
December 31, 2003 differs in any materially adverse respect as determined by the
Administrative Agent in its sole discretion from the draft of the consolidated
balance sheet of the Company and its consolidated Subsidiaries for the fiscal
year ending December 31, 2003 delivered to the Administrative Agent and the
Lenders pursuant to Section 3.01(d).

Section 7.02         
Optional Acceleration of
Maturity.  If any Event of Default (other than an
Event of Default pursuant to paragraph(e) of Section7.01) shall have occurred
and be continuing, then, and in any such
event:

        (a)    the Administrative Agent (i) shall at the request of, or may
with the consent of, the Majority Lenders, by notice to the Company, declare the
obligation of each Lender to make Advances and the obligation of such Issuing
Bank to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request of, or may with the consent
of, the Majority Lenders, by notice to the Company, declare the Notes, all
interest thereon, and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest, and all such
amounts shall become and be forthwith due and payable in full, without
presentment, demand, protest or further notice of any kind (including, without
limitation, any notice of intent to accelerate or notice of acceleration), all
of which are hereby expressly waived by the Borrower;

        (b)   
a Borrower shall, on demand of the Administrative Agent at the
request or with the consent of the Majority Lenders, deposit with the
Administrative Agent into the Cash Collateral Account an amount of cash in
Dollars equal to the outstanding Letter of Credit Exposure as security for the
Obligations to the extent the Letter of Credit Obligations are not otherwise
paid at such time; and

        (c)    the Administrative Agent and the Lenders may exercise all
rights and remedies available under the Security Documents and applicable
law.

Section 7.03         
Automatic Acceleration of
Maturity.  If any Event of Default pursuant to
paragraph(e) of Section7.01 shall
occur:

        (a)   
the obligation of each Lender to make Advances and the
obligation of any Issuing Bank to issue Letters of Credit shall immediately and
automatically be terminated and the Notes, and all other amounts payable under
this Agreement shall immediately and automatically become and be due and payable
in full, without presentment, demand, protest or any notice of any kind
(including, without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the Borrowers;

        (b)   
a Borrower shall deposit, without demand, with the
Administrative Agent into the Cash Collateral Account an amount of cash in
Dollars equal to the outstanding Letter of Credit Exposure as security for the
Obligations to the extent the Letter of Credit Obligations are not otherwise
paid at such time; and

        (c)    the Administrative Agent and the Lenders may exercise all
rights and remedies available under the Security Documents and applicable
law.

Section 7.04         
Non-exclusivity of
Remedies.  No remedy conferred upon the
Administrative Agent is intended to be exclusive of any other remedy, and each
remedy shall be cumulative of all other remedies existing by contract, at law,
in equity, by statute or
otherwise.

Section 7.05         
Right of
Set‐off.  Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent, if any, specified by Section 7.02 to authorize the
Administrative Agent upon the consent of the Majority Lenders to declare the
Notes and any other amount payable hereunder due and payable pursuant to the
provisions of Section 7.02 or the automatic acceleration of the Notes and all
amounts payable under this Agreement pursuant to Section 7.03, each Lender, for
the ratable benefit of all the Lenders, 
is hereby authorized at any time and from time‐to‐time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of a Borrower against any and all of the obligations of the Borrowers
now or hereafter existing under this Agreement, the Notes, and the other Credit
Documents, irrespective of whether or not such Lender shall have made any demand
under this Agreement, the Notes, or such other Credit Documents, and although
such obligations may be unmatured. 
Each Lender agrees to promptly notify the Company after any such set‐off
and application made by it, provided that the failure to give such notice
shall not affect the validity of such set‐off and application.  The rights of each Lender under this
Section are in addition to any other rights and remedies (including, without
limitation, other rights of set‐off) which such Lender may
have.

Section 7.06         
Application of
Proceeds.  All proceeds received after or held at
the time of maturity of the Obligations, whether by acceleration or otherwise
shall be applied in the following
order:

        (a)   
First, to payment of the reasonable expenses,
liabilities, losses, costs, duties, fees, charges or other moneys whatsoever
(together with interest payable thereon) as may have been paid or incurred in,
about or incidental to any sale or other realization of Collateral, including
reasonable compensation to the Administrative Agent and its agents and counsel,
and to the ratable payment of any other unreimbursed reasonable expenses and
indemnities for which the Administrative Agent or any Lender is to be reimbursed
pursuant to this Agreement or any other Credit Document, in each case that are
then due and payable;

        (b)   
Second, to the ratable payment of accrued but unpaid interest on the
Advances then due and payable under this Agreement;

        (c)   
Third, to the ratable payment of accrued but unpaid commitment fees then
due and payable to the Lenders in respect of the Commitments under this
Agreement; and accrued but unpaid agent's fees than due and payable to the
Administrative Agent under this Agreement;

         (d)   
Fourth, to the ratable payment of all outstanding secured Obligations,
including any secured Financial Contract Obligations of the Company or any of
its Subsidiaries owing to any Lender or any Affiliate of a Lender, then due and
payable;

         (e)   
Fifth, to the ratable payment of all outstanding unsecured Financial
Contract Obligations of the Company or any of its Subsidiaries owing to any
Lender or any Affiliate of a Lender then due and payable; and 

        (f)   
Sixth, any excess after payment in full of all
Obligations shall be paid to the Company or any Loan Party as appropriate or to
such other Person who may be lawfully entitled to receive such excess.


ARTICLE
VIII

THE ADMINISTRATIVE AGENT AND THE ISSUING
BANK

Section 8.01         
Appointment; Nature of
Relationship.  CLNY is hereby appointed by the Lenders
as the Administrative Agent hereunder and under each other Credit Document
(other than the Vessel Mortgage), and to act as the security trustee under the
Vessel Mortgage, and each of the Lenders irrevocably authorizes the
Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Credit
Documents.  CLNY is hereby appointed
by the Lenders an Issuing Bank hereunder and under each other Credit Document,
and each of the Lenders irrevocably authorizes any Issuing Bank to act with the
rights and duties expressly set forth herein and in the other Credit Document
regarding the Issuing Banks.  The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article VIII.  Notwithstanding the use of the defined
term "Agent," it is expressly understood and agreed that the Administrative
Agent shall not have any fiduciary responsibilities to any Lender by reason of
this Agreement or any other Credit Document and that the Administrative Agent is
merely acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Credit Documents.  In its capacity as the Lenders'
contractual representative, the Administrative Agent (a) does not hereby assume
any fiduciary duties to any of the Lenders, (b) is a "representative" of the
Lenders within the meaning of Section 9-105 of the Uniform Commercial Code as
adopted in the State of New York and (c) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Credit Documents. 
Each of the Lenders hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Lender hereby
waives.

Section 8.02         
Powers.  The Administrative Agent and any Issuing
Bank shall have and may exercise such powers under the Credit Documents as are
specifically delegated to the Administrative Agent and the Issuing Banks,
respectively, by the terms of each thereof, together with such powers as are
reasonably incidental thereto. 
Neither the Administrative Agent nor any Issuing Bank shall have any
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Credit
Documents to be taken by the Administrative Agent or the Issuing Banks, as
applicable.

Section 8.03         
General
Immunity.  None of the Administrative Agent, any
Issuing Bank or any of their respective directors, officers, agents or employees
shall be liable to the Borrowers or any Lender for any action taken or omitted
to be taken by it or them hereunder or under any other Credit Document or in
connection herewith or therewith except for its or their own gross negligence or
willful
misconduct.

Section 8.04         
No Responsibility for Loans, Recitals,
etc. 
None of  the Administrative
Agent, any Issuing Bank or any of their respective directors, officers, agents
or employees shall be responsible for or have any duty to ascertain, inquire
into, or verify (a) any statement, warranty or representation made in connection
with any Credit Document or any borrowing hereunder; (b) the performance or
observance of any of the covenants or agreements of any obligor under any Credit
Document, including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (c) the satisfaction of any condition
specified in Article III, except receipt of items required to be delivered to
the Administrative Agent; (d) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Credit Document or any other instrument or
writing furnished in connection therewith; or (e) the value, sufficiency,
creation, perfection or priority of any interest in any collateral
security.  The Administrative Agent
agrees to provide to the Lenders copies of all information it receives from the
Company under Section 5.05 that is not otherwise delivered by the Company to the
Lenders.  Neither the Administrative
Agent nor any Issuing Bank shall, however, have any duty to disclose to the
Lenders information that is not required to be furnished by the Company or any
of its Subsidiaries to the Administrative Agent or such Issuing Bank at such
time, but is voluntarily furnished by the Company or any of its Subsidiaries to
the Administrative Agent or such Issuing Bank (either in its capacity as
Administrative Agent or Issuing Bank, as applicable, or in its individual
capacity).

Section 8.05         
Action on Instructions of
Lenders.  The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Credit Document in accordance with written instructions signed
by the Majority Lenders, and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders and on all
holders of Notes.  The Lenders
hereby acknowledge that the Administrative Agent shall be under no duty to take
any discretionary action permitted to be taken by it pursuant to the provisions
of this Agreement or any other Credit Document unless it shall be requested in
writing to do so by the Majority Lenders. 
The Administrative Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Credit Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such
action.

Section 8.06         
Employment of Agents and
Counsel.  The Administrative Agent and any Issuing
Bank may execute any of their respective duties as Administrative Agent and
Issuing Bank hereunder and under any other Credit Document by or through
employees, agents, and attorneys‐in‐fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of the Administrative Agent or
attorneys‐in‐fact selected by it with reasonable care.  The Administrative Agent and the Issuing
Banks shall be entitled to advice of their respective counsels concerning all
matters pertaining to the agency hereby created and its duties hereunder and
under any other Credit
Document.

Section 8.07         
Reliance on Documents;
Counsel.  The Administrative Agent and the Issuing
Banks shall be entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by Administrative Agent, which counsel may be employees of Administrative
Agent.

Section 8.08         
Reimbursement and
Indemnification. 
The
Lenders agree to reimburse and indemnify the Administrative Agent and any
Issuing Bank ratably in proportion to their respective Pro Rata Shares (i) for
any amounts not reimbursed by the Borrowers for which the Administrative Agent
or such Issuing Bank, as applicable, is entitled to reimbursement by the
Borrowers under the Credit Documents, (ii) for any amounts not reimbursed by the
Borrowers for any other expenses incurred by the Administrative Agent or such
Issuing Bank on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Credit Documents, and
(iii) for any amounts not reimbursed by the Borrowers for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent or any Issuing Bank
in any way relating to or arising out of the Credit Documents or any other
document delivered in connection therewith or the transactions contemplated
thereby, or the enforcement of any of the terms thereof or of any such other
documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the Administrative Agent or such Issuing Bank.  The indemnification rights in favor of
the Administrative Agent and the Issuing Bank shall extend only to costs and
expenses incurred in such capacities and shall not include any costs and
expenses incurred in either's capacity as a Lender.  The obligations of the Lenders under
this Section 8.08 shall survive payment of the Obligations and termination of
this
Agreement.

Section 8.09         
Notice of
Default.  The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or an Event
of Default hereunder unless the Administrative Agent have received written
notice from a Lender or a Borrower referring to this Agreement describing such
Default or of an Event of Default. 
In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the
Lenders.

Section 8.10         
Rights as a
Lender.  In the event that either the
Administrative Agent or any Issuing Bank is a Lender, the Administrative Agent
and such Issuing Bank shall have the same rights and powers hereunder and under
any other Credit Document as any Lender and may exercise the same as though it
were not the Administrative Agent or Issuing Bank, as applicable, and the term
"Lender" or "Lenders" shall, at any time when the Administrative Agent or such
Issuing Bank is a Lender, unless the context otherwise indicates, include
Administrative Agent or such Issuing Bank, as applicable, in its individual
capacity.  The Administrative Agent
and such Issuing Bank may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Credit Document, with the
Company or any of its Subsidiaries in which the Company or such Subsidiary is
not restricted hereby from engaging with any other Person.  The Administrative Agent, in its
individual capacity, is not obligated to remain a
Lender.

Section 8.11         
Lender Credit
Decision.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, any Issuing
Bank or any other Lender and based on the financial statements prepared by the
Company and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Credit Documents.  Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent, any Issuing Bank or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Credit
Documents.

Section 8.12         
Successor Administrative Agent and Issuing
Bank.  The Administrative Agent and each
Issuing Bank may resign at any time by giving prior written notice thereof to
the Lenders and the Company, such resignation to be effective upon the
appointment of a successor Administrative Agent or successor Issuing Bank, as
applicable, or, if no successor Administrative Agent or successor Issuing Bank,
as applicable, has been appointed, 45 days after the retiring Administrative
Agent gives notice of its intention to resign.  Upon any such resignation, the Majority
Lenders shall have the right to appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent or a successor Issuing Bank, as
applicable.  If no successor
Administrative Agent or successor Issuing Bank, as applicable, shall have been
so appointed by the Majority Lenders within thirty days after the resigning
Administrative Agent's or resigning Issuing Bank's giving notice of its
intention to resign, then the resigning Administrative Agent or resigning
Issuing Bank, as applicable, may appoint, on behalf of the Borrowers and the
Lenders, a successor Administrative Agent or successor Issuing Bank, as
applicable.  If the Administrative
Agent has resigned and no successor Administrative Agent has been appointed, the
Lenders may perform all the duties of the Administrative Agent hereunder and the
Borrowers shall make all payments in respect of the Obligations to the
applicable Lender and for all other purposes shall deal directly with the
Lenders.  No successor
Administrative Agent or successor Issuing Bank, as applicable, shall be deemed
to be appointed hereunder until such successor Administrative Agent or successor
Issuing Bank, as applicable, has accepted the appointment.  Any such successor Administrative Agent
or successor Issuing Bank shall be a commercial bank having capital and retained
earnings of at least $100,000,000.00. 
Upon the acceptance of any appointment as Administrative Agent or Issuing
Bank, as applicable, hereunder by a successor Administrative Agent or successor
Issuing Bank, such successor Administrative Agent or successor Issuing Bank
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning Administrative Agent or Issuing
Bank.  Upon the effectiveness of the
resignation of an Administrative Agent or Issuing Bank, the resigning
Administrative Agent or resigning Issuing Bank shall be discharged from its
duties and obligations hereunder and under the Credit Documents.  After the effectiveness of the
resignation of an Administrative Agent or Issuing Bank, the provisions of this
Article VIII shall continue in effect for the benefit of Administrative Agent or
Issuing Bank in respect of any actions taken or omitted to be taken by it while
it was acting as the Administrative Agent or Issuing Bank hereunder and under
the other Credit
Documents.

Section 8.13         
Other
Titles.  Neither the Arranger nor the Book Runner
as listed on the cover page to this Agreement shall have any rights,
obligations, or duties in such capacities under this Agreement and the other
Credit
Documents.

Section 8.14         
Collateral Matters.

        (a)    The Administrative Agent is authorized on behalf of the
Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time, to take any actions with respect to any Collateral
or Security Documents which may be necessary to perfect and maintain Acceptable
Security Interests in and Liens upon the Collateral granted pursuant to the
Security Documents.  The
Administrative Agent is further authorized on behalf of the Lenders, without the
necessity of any notice to or further consent from the Lenders, from time to
time, to take any action in exigent circumstances as may be reasonably necessary
to preserve any rights or privileges of the Lenders under the Credit Documents
or applicable Legal Requirements.

        (b)   
Each of the Lenders irrevocably authorize the Administrative
Agent to release any Lien granted to or held by the Administrative Agent upon
any Collateral (i) upon termination of the Revolving Commitments and payment in
full of all outstanding Advances and all other Obligations payable under this
Agreement and under any other Credit Document; (ii) constituting property sold
or to be sold or disposed of as part of or in connection with any disposition
permitted under this Agreement or the other Credit Documents; (iii) constituting
property in which any Loan Party owned no interest at the time the Lien was
granted or at any time thereafter; (iv) constituting property leased to any Loan
Party under a lease which has expired or has been terminated in a transaction
permitted under this Agreement or is about to expire and which has not been, and
is not intended by such Loan Party to be, renewed or extended; (v) if approved,
authorized or ratified in writing by the Majority Lenders or all the Lenders, as
the case may be, as required by Section 10.01; or (vi) as otherwise permitted by
this Agreement.  Upon the request of
the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release particular types or items of
Collateral pursuant to this Section 8.14.

        (c)   
Each Loan Party hereby irrevocably appoints the Administrative
Agent as such Loan Party's attorney-in-fact, with full authority to, after the
occurrence of an Event of Default, act for such Loan Party and in the name of
such Loan Party to, in the Administrative Agent's discretion upon the occurrence
and during the continuance of an Event of Default, file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of
the Collateral without the signature of such Loan Party where permitted by law,
to receive, endorse, and collect any drafts or other instruments, documents, and
chattel paper which are part of the Collateral, and to ask, demand, collect, sue
for, recover, compromise, receive, and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral and to file
any claims or take any action or institute any proceedings which the
Administrative Agent may reasonably deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of the
Administrative Agent with respect to any of the Collateral.  The power of attorney granted hereby is
coupled with an interest and is irrevocable.

        (d)    If any Loan Party fails to perform any covenant contained in
this Agreement or the other Security Documents, the Administrative Agent may
itself perform, or cause performance of, such covenant, and such Loan Party
shall pay for the expenses of the Administrative Agent incurred in connection
therewith in accordance with Section 10.04.

        (e)   
The powers conferred on the Administrative Agent under this
Agreement and the other Security Documents are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the reasonable
care of any Collateral in its possession and the accounting for monies or other
property actually received by it hereunder, the Administrative Agent shall have
no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any
Collateral.  The Administrative
Agent shall be deemed to have exercised reasonable care as to the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Administrative Agent accords its
own property, provided that the Administrative Agent shall have no
responsibility for taking any necessary steps to preserve rights against any
parties with respect to any Collateral.

ARTICLE
IX

BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS

Section 9.01         
Successors and
Assigns.  The terms and
provisions of the Credit Documents shall be binding upon and inure to the
benefit of the Borrowers and the Lenders and their respective successors and
assigns, except that (a) a Borrower shall not have the right to assign its
rights or obligations under the Credit Documents and (b) any assignment by any
Lender must be made in compliance with Section 9.03.  Notwithstanding clause (b) of this
Section, any Lender may at any time, without the consent of the Borrowers or the
Administrative Agent, assign all or any portion of its rights under this
Agreement and its Notes to a Federal Reserve Bank; provided, however,
that no such assignment to a Federal Reserve Bank shall release the transferor
Lender from its obligations hereunder. 
The Administrative Agent may treat the payee of any Note as the owner
thereof for all purposes hereof unless and until such payee complies with
Section 9.03 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent.  Any assignee or transferee
of a Note agrees by acceptance thereof to be bound by all the terms and
provisions of the Credit Documents. 
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, or
assignee of such Note or of any Note or Notes issued in exchange
therefor.

Section 9.02         
Participations.

        (a)   
Permitted Participants; Effect.  Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time sell to one
or more banks or other entities excluding entities classified by SIC code 1389
("Participants") participating interests in any Advances owing to such Lender,
any Note held by such Lender, any Commitment of such Lender or any other
interest of such Lender under the Credit Documents.  In the event of any such sale by a
Lender of participating interests to a Participant, such Lender's obligations
under the Credit Documents shall remain unchanged, such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, such Lender shall remain the holder of any such Note for all
purposes under the Credit Documents, all amounts payable by the Borrowers under
this Agreement shall be determined as if such Lender had not sold such
participating interests, and the Borrowers and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under the Credit Documents.

        (b)   
Voting Rights. 
Each Lender shall retain the sole right to approve, without the consent
of any Participant, any amendment, modification, or waiver of any provision of
the Credit Documents other than any amendment, modification, or waiver which
effects any of the amendments, modifications or waivers referenced in clauses
(a) through (h) of Section 10.01.

        (c)   
Benefit of Setoff. 
Each Borrower agrees that each Participant shall be deemed to have the
right of setoff provided in Section 7.05 in respect of its participating
interest in amounts owing under the Credit Documents to the same extent as if
the amount of its participating interest were owing directly to it as a Lender
under the Credit Documents; provided, that each Lender shall retain the
right of setoff provided in Section 7.05 with respect to the amount of
participating interests sold to each Participant; and provided further
that such right of setoff shall not be exercisable until five Business Days
after the date upon which the Company receives written notice of the fact that
such Participant is a Participant (it being understood that neither the
Administrative Agent, the Lender granting such participation nor the Participant
shall be obligated to give such notice). 
The Lenders agree to share with each Participant, and each Participant,
by exercising the right of setoff provided in Section 7.05, agrees to share with
each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared as if each Participant were a Lender.

Section 9.03         
Assignments.

        (a)   
Permitted Assignments.  Any Lender may, in the ordinary course
of its business and in accordance with applicable law, at any time assign to one
or more banks or other entities ("Purchasers") all or any part of its rights and
obligations under the Credit Documents; provided, however, that in the
case of an assignment to an entity which is not a Lender or an Affiliate of a
Lender, such assignment shall be in a minimum amount of the lesser of (i)
$5,000,000.00 and (ii) all of such Lender's Commitments and Advances of the
Class being assigned.  A Lender
making an assignment shall also assign or cause such Lender's affiliate, if any,
who is a Swingline Bank to assign a portion of such Swingline Bank's Swingline
Advances to the assignee or an appropriate affiliate of the assignee equal to
the same portion of the Revolving Commitments and Revolving Advances sold to
such Assignee.  No Swingline Bank
may assign any portion of its Swingline Advances unless it or its affiliate
which has a Revolving Commitment assigns the same portion of such Lender's
Revolving Commitments and Revolving Advances to the Person or an affiliate of
the Person purchasing the assignment from such Swingline Bank.  Such assignment shall be made pursuant
to an Assignment and Acceptance substantially in the form of Exhibit A or in
such other form as may be agreed to by the parties thereto ("Assignment and
Acceptance").  The consent of the
Administrative Agent and, so long as no Default is continuing, the Company shall
be required prior to an assignment becoming effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof.  Such consent shall not be unreasonably
withheld.

        (b)   
Effect; Effective Date.  Upon (a) delivery to the Administrative
Agent of a notice of assignment, substantially in the form attached as Exhibit I
to the Assignment and Acceptance (a "Notice of Assignment"), together with any
consents required by Section 9.03(a) and (b) payment of a $3,500.00 fee to the
Administrative Agent for processing such assignment, such assignment shall
become effective on the effective date specified in such Notice of
Assignment.  On and after the
effective date of such assignment, (i) such Purchaser shall for all purposes be
a Lender party to this Agreement and any other Credit Document executed by the
Lenders and shall have all the rights and obligations of a Lender under the
Credit Documents, to the same extent as if it were an original party hereto, and
(ii) the transferor Lender shall be released with respect to the percentage of
the Commitments and Advances assigned to such Purchaser without any further
consent or action by the Borrowers, the Lenders, or the Administrative
Agent.  Upon the consummation of any
assignment to a Purchaser pursuant to this Section 9.03(b), the transferor
Lender, the Administrative Agent, and the Borrowers shall make appropriate
arrangements so that replacement Notes are issued to such transferor Lender and
new Notes or, as appropriate, replacement Notes, are issued to such Purchaser,
in each case in principal amounts reflecting their Commitments, as adjusted
pursuant to such assignment.

Section 9.04         
Dissemination of
Information.  Each Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Credit Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its
Subsidiaries.

Section 9.05         
Tax
Treatment.  If any interest in any Credit Document
is transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section
2.11.

ARTICLE
X

MISCELLANEOUS

Section 10.01      Amendments,
Etc. 
No amendment or waiver of any provision of this Agreement, the Notes, or
any other Credit Document, nor consent to any departure by the Borrowers
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Lenders and the Borrowers, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by all the
Lenders and the Borrowers, do any of the following:  (a) except as provided
in Section 2.01(c) increase the Commitments of the
Lenders, (b) reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder or under any other Credit Document, (c) postpone
any date fixed for any scheduled payment or prepayment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, (d)
change the number of Lenders which shall be required for the Lenders or any of
them to take any action hereunder or under any other Credit Document, (e) amend
Section 2.12 or this Section10.01, (f) release any Guarantor from its
obligations under its Guaranty, (g) release all or any substantial portion of
the Collateral, or (h) amend the definition of "Majority Lenders"; and
provided, further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent or the Issuing Bank, as
applicable, in addition to the Lenders required above to take such action,
affect the rights or duties of the Administrative Agent or the Issuing Bank, as
applicable, under this Agreement or any other Credit Document and (iii) no
waiver of any of the conditions specified in Article III shall be effective
against any Lender not executing such
waiver.

Section 10.02      Notices,
Etc. 
All notices and other communications shall be in writing (including
telecopy or telex) and mailed, telecopied, telexed, hand delivered or delivered
by a nationally recognized overnight courier, if to the Company or any other
Borrower, at its address as set forth on Schedule1; if to any Lender, at its
specified Applicable Lending Office specified opposite its name on Schedule1; if
to the Administrative Agent or the Issuing Banks, at their respective addresses
for notices set forth in Schedule 1; and if a Notice of Borrowing or a Notice of
Conversion or Continuation to the Administrative Agent at the specified
Applicable Lending Office of Administrative Agent and, if different, the
specified Applicable Lending Office for Administrative Agent specified opposite
its name on Schedule1 or, as to each party, at such other address or
teletransmission number as shall be designated by such party in a written notice
to the other parties.  All such
notices and communications shall, when mailed, telecopied, telexed or hand
delivered or delivered by overnight courier be effective:  upon receipt, if mailed, when telecopy
transmission is completed, when confirmed by telex answer-back or when
delivered, respectively, except that notices and communications to the
Administrative Agent and any Issuing Bank pursuant to Article II or VIII shall
not be effective until received by the Administrative Agent and any Issuing
Bank, as
applicable.

Section 10.03      No Waiver;
Remedies.  No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies provided in this Agreement
are cumulative and not exclusive of any remedies provided by
law.

Section 10.04      Costs and
Expenses.  The Borrowers agree to pay on demand (a)
all reasonable out-of-pocket costs and expenses of the Administrative Agent and
each Issuing Bank and reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent and such Issuing Bank, in connection with
the preparation, execution, delivery, administration, modification and amendment
of this Agreement, the Notes and the other Credit Documents, (b) all reasonable
out-of-pocket costs and expenses of the Administrative Agent and each Issuing
Bank and reasonable fees and out-of-pocket expenses of outside counsel for the
Administrative Agent and such Issuing Bank in connection with advising the
Administrative Agent and such Issuing Bank with respect to their respective
rights and responsibilities under this Agreement, and (c) all reasonable
out-of-pocket costs and expenses of the Administrative Agent, each Issuing Bank
and each Lender and reasonable fees and out-of-pocket expenses of outside
counsel for the Administrative Agent, each Issuing Bank and each Lender in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement, the Notes and the other Credit
Documents.

Section 10.05      Binding
Effect.  This Agreement shall become effective
when it shall have been executed by the Borrowers, the Administrative Agent and
the Issuing Banks, and when the Administrative Agent shall have, as to each
Lender, either received a counterpart hereof executed by such Lender or been
notified by such Lender that such Lender has executed it and thereafter shall be
binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and each Lender and their respective successors and assigns, except that a
Borrower shall not have the right to assign its rights or delegate its duties
under this Agreement or any interest in this Agreement without the prior written
consent of each
Lender.

Section 10.06      Indemnification. 
Each
Borrower shall indemnify the Administrative Agent, the Issuing Banks, the
Arranger, the Lenders and each affiliate thereof and their respective directors,
officers, employees and agents from, and discharge, release, and hold each of
them harmless against, any and all losses, liabilities, claims or damages to
which any of them may become subject, insofar as such losses, liabilities,
claims or damages arise out of or result from (i)any actual or proposed use by the Company or
any Affiliate of the Company of the proceeds of any Advance, (ii) any breach by a Borrower of any provision of
this Agreement or any other Credit Document, (iii) any investigation, litigation or other
proceeding (including any threatened investigation or proceeding) relating to
the foregoing, or (iv) any
Environmental Claim or requirement of Environmental Laws concerning or relating
to the present or previously owned or operated Properties, or the operations or
business, of the Company or any of its Subsidiaries, and each Borrower shall
reimburse the Administrative Agent, the Issuing Banks, the Arranger, and each
Lender, and each Affiliate thereof and their respective directors, officers,
employees and agents, upon demand for any reasonable out-of-pocket expenses
(including legal fees) incurred in connection with any such investigation,
litigation or other proceeding; and expressly including any such losses,
liabilities, claims, damages, or expenses incurred by reason of the Person being
indemnified's own negligence, but excluding any such losses, liabilities,
claims, damages or expenses incurred by reason of the gross negligence, bad
faith or willful misconduct of the person to be indemnified, or in the case of
clause (iv) above, caused by the
affirmative act of the Administrative Agent, the Issuing Banks, the Arranger or
such
Lender.

Section 10.07      Execution in
Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same
agreement.

Section 10.08      Survival of Representations,
Etc. 
All representations and warranties contained in this Agreement or made in
writing by or on behalf of a Borrower in connection herewith shall survive the
execution and delivery of this Agreement and the Credit Documents, the making of
the Advances and any investigation made by or on behalf of the Lenders, none of
which investigations shall diminish any Lender's right to rely on such
representations and warranties.  All
obligations of the Borrowers provided for in Sections 2.08, 2.09, 2.11(c), and
10.06 shall survive any termination of this Agreement and repayment in full of
the
Obligations.

Section 10.09      Severability.  In case one or more provisions of this
Agreement or the other Credit Documents 
shall be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining
provisions contained herein or therein shall not be affected or impaired
thereby.

Section 10.10      Usury Not
Intended.  It is the intent of the Borrowers and
each Lender in the execution and performance of this Agreement and the other
Credit Documents to contract in strict compliance with applicable usury laws,
including conflicts of law concepts, governing the Advances of each Lender
including such applicable laws of the State of New York and the United States of
America from time‐to‐time in effect. 
In furtherance thereof, the Lenders and the Borrowers stipulate and agree
that none of the terms and provisions contained in this Agreement or the other
Credit Documents shall ever be construed to create a contract to pay, as
consideration for the use, forbearance or detention of money, interest at a rate
in excess of the Maximum Rate and that for purposes hereof "interest" shall
include the aggregate of all charges which constitute interest under such laws
that are contracted for, charged or received under this Agreement; and in the
event that, notwithstanding the foregoing, under any circumstances the aggregate
amounts taken, reserved, charged, received or paid on the Advances, include
amounts which by applicable law are deemed interest which would exceed the
Maximum Rate, then such excess shall be deemed to be a mistake and each Lender
receiving same shall credit the same on the principal of its Notes (or if such
Notes shall have been paid in full, refund said excess to the Borrower).  In the event that the maturity of the
Notes are accelerated by reason of any election of the holder thereof resulting
from any Event of Default under this Agreement or otherwise, or in the event of
any required or permitted prepayment, then such consideration that constitutes
interest may never include more than the Maximum Rate and excess interest, if
any, provided for in this Agreement or otherwise shall be canceled automatically
as of the date of such acceleration or prepayment and, if theretofore paid,
shall be credited on the applicable Notes (or, if the applicable Notes shall
have been paid in full, refunded to the applicable Borrower of such
interest).  In determining whether
or not the interest paid or payable under any specific contingencies exceeds the
Maximum Rate, the Borrowers and the Lenders shall to the maximum extent
permitted under applicable law amortize, prorate, allocate and spread in equal
parts during the period of the full stated term of the Notes all amounts
considered to be interest under applicable law at any time contracted for,
charged, received or reserved in connection with the Obligations.  The provisions of this Section shall
control over all other provisions of this Agreement or the other Credit
Documents which may be in apparent conflict
herewith.

Section 10.11      Judgment
Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from a Borrower
hereunder in the currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the
Administrative Agent's main New York office on the Business Day preceding that
on which final, non‐appealable judgment is given.  The obligations of a Borrower in respect
of any sum due to any Lender or the Administrative Agent hereunder shall,
notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by such
Lender or the Administrative Agent (as the case may be) of any sum adjudged to
be so due in such other currency such Lender or the Administrative Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency.  If the amount of the specified currency
so purchased is less than the sum originally due to such Lender or the
Administrative Agent, as the case may be, in the specified currency, such
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against such loss, and
if the amount of the specified currency so purchased exceeds (a) the sum
originally due to any Lender or the Administrative Agent, as the case may be, in
the specified currency and (b) any amounts shared with other Lenders as a result
of allocations of such excess as a disproportionate payment to such Lender under
Section 2.12, such Lender or the Administrative Agent, as the case may be,
agrees to remit such excess to the
Borrowers.

Section 10.12      Forbearance
Agreements.  The Administrative Agent and the Lenders
acknowledge that it is customary practice in certain areas where the Company and
its Subsidiaries conduct business for customers of offshore construction
companies such as the Company and its Subsidiaries to require forbearance
agreements from such contractor's secured creditors.  The Lenders authorize and direct the
Administrative Agent to execute and deliver such forbearance agreements in cases
deemed appropriate by the Administrative Agent in its sole discretion containing
such terms as are reasonably acceptable to the Administrative
Agent.

Section 10.13      Governing
Law. 
This Agreement and each of the other Credit Documents (except as
otherwise expressly set forth therein) shall be governed by and interpreted in
accordance with the law of the state of New
York.

Section 10.14      Consent to Jurisdiction; Process
Agent.

        (a)   


Each
Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any
United States Federal or New York state court sitting in New York City in any
action or proceeding arising out of or relating to any Credit Documents and such
Borrower hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court and irrevocably waives
any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such court or that such court is an inconvenient
forum.  Any judicial proceeding by a
Borrower against the Administrative Agent, the Issuing Banks or any Lender or
any Affiliate of the Administrative Agent, the Issuing Banks or any Lender or by
the Administrative Agent, the Issuing Banks or any Lender or any Affiliate of
the Administrative Agent, the Issuing Banks or any Lender against a Borrower
involving, directly or indirectly, any matter in any way arising out of, related
to, or connected with any Credit Document shall be brought only in a court in
New York.

        (b)    The Mexican Borrower hereby irrevocably appoints CT Corporation
System (the "Process Agent"), with an office on the date hereof at 1633
Broadway, New York, New York 10019, as its agent to receive on behalf of it and
its Properties service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding.  Such service may be made by mailing by
certified mail a copy of such process to the Mexican Borrower in care of the
Process Agent at the Process Agent's above address, with a copy to the Mexican
Borrower at its address specified herein, and the Mexican Borrower hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf.  As an alternative
method of service, the Mexican Borrower also irrevocably consents to the service
of any and all process in any such action or proceeding by the mailing by
certified mail of copies of such process to it at its address specified
herein.  The Mexican Borrower agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

Section 10.15      Waiver of
Jury.  The Borrowers, each Issuing Bank, the
Lenders and the Administrative Agent hereby irrevocably waive any and all right
to trial by jury in respect of any legal proceeding, directly or indirectly,
(whether sounding in tort, contract or otherwise) arising out of or relating to
this Agreement, any other Credit Document, any of the transactions contemplated
hereby, or the relationship established
hereunder.




EXECUTED as
of the 9th day of March, 2004.

BORROWERS:

GLOBAL
INDUSTRIES, LTD.

By:___________________________________

    Peter S. Atkinson                                                

    President                                                            

GLOBAL OFFSHORE MEXICO, S. DE R.L. DE
C.V.

By:_________________________________________ 


    Peter S. Atkinson                                                        

    Attorney-in-Fact/ Apoderado                                          


ADMINISTRATIVE
AGENT:

CREDIT
LYONNAIS NEW YORK BRANCH,

as
Administrative Agent

By:_________________________________________

Mr. Philippe Soustra

Executive Vice President         
                       
                       
                       
                       
                       



ISSUING
BANK

CREDIT LYONNAIS NEW YORK
BRANCH

By:_________________________________________

Mr. Philippe Soustra

Executive Vice President         
                       
                       
                       
                       
                       



 

BANKS:

CREDIT LYONNAIS NEW YORK BRANCH

 


By:_________________________________________

Mr. Philippe Soustra

Executive Vice President         
                       
                       
                       
                       
                       



                       
                       
                       


                       
                       
                       







EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

        This Assignment Agreement (this 'Assignment
Agreement') between ________________ (the 'Assignor') and _____________________
(the 'Assignee) is dated as of _________. 
The parties hereto agree as follows:

        1.                 
PRELIMINARY STATEMENT.  The Assignor is a party to a Credit
Agreement (which, as it may be amended, supplemented, modified, renewed, or
extended from time to time, is herein called the 'Credit Agreement') described
in Item 1 of Schedule 1 attached hereto.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Credit
Agreement.

        2.                 
ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interests
specified in Item 3 of Schedule 1 of all outstanding rights and
obligations under the Credit Agreement relating to the Advances, the Letters of
Credit, and the other Credit Documents. 
The amounts of the Advances purchased by the Assignee hereunder are set
forth in Item 3 of Schedule 1.

        3.                 
EFFECTIVE DATE. 
The effective date of this Assignment Agreement (the 'Effective Date)
shall be the later of the date specified in Item 4 of Schedule 1 or two
Business Days (or such shorter period agreed to by the Administrative Agent)
after a Notice of Assignment substantially in the form of Exhibit I
attached hereto has been delivered to the Administrative Agent.  Such Notice of Assignment must include
any consents required to be delivered to the Administrative Agent pursuant to
Section 9.03(a) of the Credit Agreement. 
In no event will this Assignment Agreement become effective if the
payments required to be made by the Assignee to the Assignor on the Effective
Date under Section 4 hereof are not made on the proposed Effective
Date.  The Assignor will notify the
Assignee of the proposed Effective Date no later than the Business Day prior to
the proposed Effective Date.  As of
the Effective Date, (a) the Assignee shall have the rights and obligations of a
Lender under the Credit Documents with respect to the rights and obligations
assigned to the Assignee hereunder, and (b) the Assignor shall relinquish its
rights and be released from its corresponding obligations under the Credit
Documents with respect to the rights and obligations assigned to the Assignee
hereunder.

        4.                 
PAYMENT OBLIGATIONS.  On and after the Effective Date, the
Assignee shall be entitled to receive from the Administrative Agent all payments
of principal, interest, and fees with respect to the interest assigned
hereby.  The Assignee shall advance
funds directly to the Administrative Agent with respect to all Advances
purchased by the Assignee hereunder and reimbursement payments made on or after
the Effective Date with respect to the interests assigned hereby.  In consideration for the sale and
assignment of Advances hereunder, (i) on the last day of the Interest
Period therefor, (ii) on such earlier date agreed to by the Assignor and the
Assignee, or (iii) on the date on which any such outstanding Advance either
becomes due (by acceleration or otherwise) or is prepaid (the date as described
in the foregoing clauses (i), (ii), or (iii) being hereinafter referred to as
the 'Payment Date), the Assignee shall pay the Assignor an amount equal to the
principal amount of the portion of such Advances assigned to the Assignee which
is outstanding on the Payment Date. 
If the Assignor and the Assignee agree that the Payment Date for such
Advances shall be the Effective Date, they shall agree to the interest rate
applicable to the portion of such Advances assigned hereunder for the period
from the Effective Date to the end of the existing Interest Period applicable to
such Advances (the 'Agreed Interest Rate) and any interest received by the
Assignee in excess of the Agreed Interest Rate shall be remitted to the
Assignor.  In the event interest for
the period from the Effective Date to but not including the Payment Date is not
paid by the appropriate Borrower with respect to any Advance sold by the
Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor
interest for such period on the portion of such Advance sold by the Assignor to
the Assignee hereunder at the applicable rate provided by the Credit
Agreement.  In the event a
prepayment of any Advance which is existing on the Payment Date and assigned by
the Assignor to the Assignee hereunder occurs after the Payment Date but before
the end of the Interest Period applicable to such Advance, the Assignee shall
remit to the Assignor the excess of the amount paid under Section 2.06 of the
Credit Agreement with respect to the portion of such Advance assigned to the
Assignee hereunder over the amount which would have been paid if such amount
paid under Section 2.06 of the Credit Agreement was calculated based on the
Agreed Interest Rate.  The Assignee
will also promptly remit to the Assignor (x) any principal payments received
from the Administrative Agent with respect to any Advance prior to the Payment
Date and (y) any amounts of interest on Advances and fees received from the
Administrative Agent which relate to the portion of the Advances assigned to the
Assignee hereunder for periods prior to the Payment Date and not previously paid
by the Assignee to the Assignor.  In
the event that either party hereto receives any payment to which the other party
hereto is entitled under this Assignment Agreement, then the party receiving
such amount shall promptly remit it to the other party hereto.

        5.                 
REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE
ASSIGNOR'S LIABILITY.  The
Assignor represents and warrants that it is the legal and beneficial owner of
the interests being assigned by it hereunder and that such interest is free and
clear of any adverse claim created by the Assignor.  It is understood and agreed that the
assignment and assumption hereunder are made without recourse to the Assignor
and that the Assignor makes no other representation or warranty of any kind to
the Assignee.  Neither the Assignor
nor any of its officers, directors, employees, agents or attorneys shall be
responsible for (a) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectibility of any Credit Document, (b) any
representation, warranty, or statement made in or in connection with any of the
Credit Documents, (c) the financial condition or creditworthiness of any
Borrower or any Guarantor, (d) the performance of or compliance with any of
the terms or provisions of any of the Credit Documents, (e) inspecting any of
the Property, books, or records of any Borrower or any Guarantor, (f) the
validity, enforceability, perfection, priority, condition, value, or sufficiency
of any collateral securing or purporting to secure the Advances or the Letters
of Credit, or (g) any mistake, error of judgment, or action taken or omitted to
be taken in connection with the Advances, the Letters of Credit, or the Credit
Documents.

        6.                 
REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (a) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements requested by the Assignee and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment Agreement, (b) agrees that it will, independently and
without reliance upon the Administrative Agent, the Arranger, the Assignor, or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents, (c) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, (d) agrees that it will perform in accordance with their
terms all of the obligations which the terms of the Credit Documents require it
to perform as a Lender, (e) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1, and (f)
confirms that none of the funds, monies, assets, or other consideration being
used to make the purchase and assumption hereunder are 'plan assets' as defined
under ERISA and that its rights, benefits, and interests in and under the Credit
Documents will not be 'plan assets' under ERISA.

        7.                 
INDEMNITY. 
The Assignee agrees to indemnify and hold the Assignor harmless against
any and all losses, costs, and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignees non‐performance of
the obligations assumed under this Assignment Agreement.  The obligations of the Assignee under
this Section 7 shall survive the payment of all amounts hereunder and the
termination of this Agreement.

        8.                 
SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee
shall have the right pursuant to and in accordance with Section 9.03 of the
Credit Agreement to assign the rights which are assigned to the Assignee
hereunder to any entity or person; provided, that (a) any such subsequent
assignment does not violate any of the terms and conditions of the Credit
Documents or any law, rule, regulation, order, writ, judgment, injunction, or
decree and that any consent required under the terms of the Credit Documents has
been obtained, and (b) unless the prior written consent of the Assignor is
obtained, the Assignee is not thereby released from its obligations to the
Assignor hereunder, if any remain unsatisfied, including, without limitation,
its obligations under Sections 4, 6, and 7 hereof.

        9.                 
ENTIRE AGREEMENT. 
This Assignment Agreement and the attached Notice of Assignment embody
the entire agreement and understanding between the parties hereto and supersede
all prior agreements and understandings between the parties hereto relating to
the subject matter hereof.

        10.             
GOVERNING LAW. 
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS, WITHOUT
REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

        11.             
NOTICES. 
Notices shall be given under this Assignment Agreement in the manner set
forth in the Credit Agreement.  For
the purpose hereof, the addresses of the parties hereto (until notice of a
change is delivered) shall be the address set forth in the attachment to
Schedule 1.

        IN WITNESS WHEREOF, the parties hereto have
executed this Assignment Agreement by their duly authorized officers as of the
date first above written.


  
    
      
        
          
            
              
ASSIGNOR:

By:                                                                        


Name:                                                                   


Title:                                                                      


ASSIGNEE:

By:                                                                        


Name:                                                                   


Title:                                                                      



              

            

          

        

      

    

  






EXHIBIT I
TO ASSIGNMENT AGREEMENT

NOTICE OF ASSIGNMENT

                                                                                                                       Date:  __________

To:       Global
Industries, Ltd.


  
                                               


                                               


Attn:                                        



Credit Lyonnais New York
Branch

1301 Avenue of the Americas

New York, New
York 10019

  



From:  ______________________ (the 'Assignor')

______________________ (the
'Assignee)

        1.                 
We refer to the Credit Agreement (the 'Credit Agreement')
described in Item 1 of Schedule 1 attached hereto.  Capitalized terms used herein and not
otherwise defined herein or in such consent shall have the meanings attributed
to them in the Credit Agreement.

        2.                 
This Notice of Assignment (this 'Notice) is given and
delivered to the Company and the Administrative Agent pursuant to Section
9.03(b) of the Credit Agreement.

        3.                 
The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of __________ (the 'Assignment'), pursuant to which, among
other things, the Assignor has sold, assigned, delegated, and transferred to the
Assignee, and the Assignee has purchased, accepted, and assumed from the
Assignor the percentage interests specified in Item 3 of Schedule 1 of
all outstandings, rights, and obligations under the Credit Agreement relating to
the facilities listed in Item 3 of Schedule 1.  The effective date of the Assignment
(the 'Effective Date) shall be the later of the date specified in Item 4 of
Schedule 1 or two Business Days (or such shorter period as agreed to by
the Administrative Agent) after this Notice and any consents and fees required
by Sections 9.03(a) and 9.03(b) of the Credit Agreement have been delivered to
the Administrative Agent; provided that the Effective Date shall not
occur if any condition precedent agreed to by the Assignor and the Assignee has
not been satisfied.

        4.                 
The Assignor and the Assignee hereby give to the Company and
the Administrative Agent notice of the assignment and delegation referred to
herein.  The Assignor will confer
with the Administrative Agent before the date specified in Item 4 of Schedule
1 to determine if the Assignment Agreement will become effective on such
date pursuant to Section 3 hereof and will confer with the Administrative
Agent to determine the Effective Date pursuant to Section 3 hereof if it
occurs thereafter.  The Assignor
shall notify the Administrative Agent if the Assignment does not become
effective on any proposed Effective Date as a result of the failure to satisfy
the conditions precedent agreed to by the Assignor and the Assignee.  At the request of the Administrative
Agent, the Assignor will give the Administrative Agent written confirmation of
the satisfaction of the conditions precedent.

        5.                 
The Assignor and the Assignee request and direct that the
Administrative Agent prepare and cause the Borrower to execute and deliver new
Notes or, as appropriate, replacement Notes, to the Assignor and the
Assignee.  Each of the Assignor and,
if applicable, the Assignee agrees to deliver to the Administrative Agent the
original Notes received by it from the Borrower upon its receipt of new Notes in
the appropriate amount.

        6.                 
The Assignee advises the Agent that notice and payment
instructions are set forth in the attachment to Schedule 1.

        7.                 
Each party consenting to the Assignment in the space indicated
below hereby releases the Assignor from any obligations to it which have been
assigned to the Assignee.  The
Assignee hereby represents and warrants that none of the funds, monies, assets,
or other consideration being used to make the purchase pursuant to the
Assignment are 'plan assets' as defined under ERISA and that its rights,
benefits, and interests in and under the Credit Documents will not be 'plan
assets' under ERISA.

        8.                 
The Assignee authorizes the Administrative Agent to act as its
agent under the Credit Documents in accordance with the terms thereof.  The Assignee acknowledges that the
Administrative Agent has no duty to supply information with respect to the
Borrower or the Credit Documents to the Assignee until the Assignee becomes a
party to the Credit Agreement.

ASSIGNOR:                                                               
ASSIGNEE:


By:                                                      
                       
By:                                                                  


Name:                                                 
                       
Name:                                                             


Title:                            
                       
                       
Title:                                                                


 


ACKNOWLEDGED AND CONSENTED TO       
ACKNOWLEDGED AND CONSENTED TO

BY CREDIT LYONNAIS NEW YORK                 
BY GLOBAL INDUSTRIES, LTD.

BRANCH, as
Administrative Agent

By:                                                                     
     
By:                                                                     


Name:                                                                
     
Name:                                                                


Title:                                                                   
     
Title:                                                                   


 

 




EXHIBIT B

COMPLIANCE CERTIFICATE

        This certificate dated as of _______________ for
the fiscal quarter ending ___________, ____ is prepared pursuant to Section
5.05(d) of the Credit Agreement dated as of March 9, 2004 (as it may be amended
in accordance with its terms, the 'Credit Agreement') among Global Industries,
Ltd., a Louisiana corporation (the 'Company'), the Mexican Borrower, the Lenders
listed therein, and Credit Lyonnais New York Branch, as Administrative Agent for
the Lenders.  Unless otherwise
defined in this certificate, capitalized terms used herein that are defined in
the Credit Agreement shall have the meanings set forth in the Credit
Agreement.

        The Company hereby certifies (a) that no Default
has occurred or is continuing, (b) that all of the representations and
warranties made by the Borrowers in the Credit Agreement (other than those made
as of a specific date) are true and correct as if made on this date, and (c)
that as of the last day of the fiscal quarter ending immediately preceding the
date of this Certificate the following amounts and calculations were true and
correct:

1.        
Section 6.13.  Leverage Ratio.

Maximum Permitted:

	

      	
      For fiscal quarters ending
      March 31, 2004 and June 30, 2004
	
                 
      3.25 to 1.00

	

      	
      For fiscal quarters ending
      September 30, 2004 and December 31, 2004
	
                 
      2.25 to 1.00

	

      	
      For fiscal quarter ending
      March 31, 2005 and each fiscal quarter ending thereafter
	
                 
      1.50 to 1.00

	
      (a)    all Consolidated Debt
      of the Company and its Subsidiaries
	
             
      $                 
      

	
      (b)    MARAD Financing, surety
      bonds, Performance Letters of Credit or Documentary Letters of
    Credit
	
             
      $                 
      

	
      (c)    Consolidated Net Income
      of the Company and its Subsidiaries for the four-fiscal quarter period
      then ended
	
             
      $                 
      

	
      (d)    to the extent deducted
      in determining Consolidated Net Income, (i) Consolidated Interest Expense,
      (ii) foreign, federal, state, and local taxes on Net Income net of credits, (iii)
      depreciation expense, (iv) amortization expense, (v) non-operating,
      non-cash charges, (vi) fees and expenses incurred in connection with the
      Credit Agreement, (vii) losses in the equity of the
      Company's former unconsolidated subsidiary, CCC Fabricaciones y
      Construcciones S.A. de C.V., and (viii) up to $40,000,000 of costs and
      expenses incurred by the Company in connection with the GTM settlement
    
	
             
      $                 
      

	
      (e)    to the extent included
      in determining Consolidated Net Income, extraordinary non-operating gains,
      non-cash charges related to the impairment of assets and other gains in
      connection with the sale or disposal of assets, each net of related income taxes, all determined in accordance with GAAP
	
             
      $                 
      

	
      (f)     [(a) - (b)]
      divided by [(c) + (d) - (e)]
	
             
      _____ to 1.00

				



2.        
Section 6.14.   Net Worth.

	
      Consolidated Net Worth as of
      the last day of the fiscal quarter then ended
	
            
      $                          
      

	
      Minimum Permitted:
	
      
	
      (a)    Beginning
      requirement:
	
      [90% of
      Consolidated Net Worth as of March 31, 2004]

	
      (b)    50% of its Consolidated
      Net Income for each fiscal quarter beginning with the fiscal quarter
      ending on June 30, 2004, during which Consolidated Net Income is positive,
      but without reductions for any fiscal quarters during which Consolidated
      Net Income is negative
	
            
      $                          
      

	
      (c)    100% of the Net Cash
      Proceeds from any Equity Issuance on and after March 31, 2004
	
            
      $                          
      

	
      (d)    [(a) + (b) +
(c)]
	
            
      $                          
      




3        
Section 6.15.   Minimum Interest Coverage
Ratio.

Maximum Permitted:

	
      	
      For fiscal quarters ending
      March 31, 2004 and June 30, 2004
	
                  
      1.50 to 1.00

	
      	
      For fiscal quarter ending
      September 30, 2004 and each fiscal quarter ending thereafter
	
                  
      3.00 to 1.00

	
      (a)    Consolidated
      EBITDA
[1(c) + 1(d) - 1(e)]
	
      
       
      $                 
      

	
      (b)    Consolidated Interest
      Expense for such Period
	
             
      $                 
      

	
      (c)    (a) divided by
    (b)
	
             
      _____ to 1.00

				



4.        Section 6.16. Minimum Consolidated
EBITDA

Minimum
Permitted:

	
      	
      Fiscal quarter ended
      March 31, 2004 
	
      $2,500,000

	
      	
      Two fiscal quarters ended
      June 30, 2004 
	
      $20,000,000

	
      	
      Three fiscal quarters ended
      September 30, 2004 
	
      $47,500,000

	
      	
      Four fiscal quarters ended
      December 31, 2004 
	
      $57,500,000

	
      	
      Four fiscal quarters ended
      March 31, 2005 and each four fiscal quarter periods thereafter
	
      $65,000,000

	
      	
      Consolidated
      EBITDA
[1(c) + 1(d) - 1(e)]
	
      
$_________



5.        
Section 6.17. Capital
Expenditures.

Maximum Amounts:

	
      Fiscal Quarters Ending
	
      Maximum Amount

	
      June 30,
      2004
	
      50%
      of Consolidated EBITDA for fiscal quarter ended June 30, 2004



	
      September 30,
      2004
	
      50%
      of Consolidated EBITDA for the two fiscal quarters ended
      September 30, 2004



	
      December 31,
      2004
	
      50%
      of Consolidated EBITDA for the three fiscal quarters ended
      December 31, 2004



	
      Four
      fiscal quarters ended March 31, 2005 and each four fiscal quarter periods
      thereafter
	
      50%
      of Consolidated EBITDA for the four fiscal quarters then
  ended




	
      (a)    50% of Consolidated
      EBITDA for relevant period
	
                               
      $                   
      

	
      (b)    Capital Expendiures for
      relevant period
	
                               
      $                   
      








Executed this
_____ day of __________, ____.


  
    
      
        
          

GLOBAL INDUSTRIES, LTD.

By:                                                                                          


Name:                                                                                     


Title:                                                                                        


            

          

        

      

    

  


 







EXHIBIT C

FORM OF GUARANTY

        This Guaranty dated as of [____________, _____]
('Guaranty') is among the entities named on the signature pages hereto  (each a
'Guarantor' and collectively,
the 'Guarantors'), in favor of Credit Lyonnais New York Branch, as
administrative agent ('Secured Party') for the Credit Parties (as defined
below).


INTRODUCTION

        A.       
Global Industries, Ltd., a Louisiana corporation (the 'Parent Borrower'),
and Global Offshore Mexico, S. de R.L. de C.V., a Mexican sociedad de
responsabilidad limitada de capital variable (the 'Mexican Borrower' and,
together with the Parent Borrower, the 'Borrowers'), have entered into a Credit
Agreement dated as of March 9, 2004 (as amended, modified, supplemented or
restated from time to time, the 'Credit Agreement, ' the defined terms of which
are used in this Guaranty unless otherwise defined herein) together with the
lenders party thereto (the 'Lenders'), and Credit Lyonnais New York Branch, as
administrative agent ('Administrative Agent') for the Lenders, providing for the
making of Advances by the Lenders and the Swingline Bank, and the issuance of
Letters of Credit by the Issuing Bank.

        B.        
The Parent Borrower may from time to time enter into one or more Rate
Hedging Agreements with a Lender or an affiliate of a Lender (any such Lender or
affiliate party to a Rate Hedging Agreement being referred to herein as a 'Swap Counterparty,' and together with the Secured Party, the Lenders, the
Administrative Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the 'Credit Parties').

        C.        [The
Parent Borrower is the principal financing entity for all capital requirements
of its Subsidiaries, and from time to time the Parent Borrower has made capital
contributions and advances to its Subsidiaries, including the Guarantors.  Each of the Guarantors is a wholly owned
direct or indirect subsidiary of the Parent Borrower and will derive substantial
direct or indirect benefit from the transactions contemplated by the Credit
Agreement.]

        D.        [The
Mexican Borrower is the principal financing entity for all capital requirements
of the Guarantors, and from time to time the Mexican Borrower has made advances
to the Guarantors.  Each of the
Guarantors will derive substantial direct or indirect benefit from the
transactions contemplated by the Credit Agreement.]

        E.        
Under the Credit Agreement, it is a condition to the making of the
Advances by the Lenders, the issuance of the Letters of Credit by the Issuing
Bank, and the entering into of Rate Hedging Agreements by the Swap
Counterparties, that each of the Guarantors shall have executed and delivered
this Guaranty.

        Therefore, in order to induce the Lenders to
make the Advances, the Issuing Bank to issue Letters of Credit, and the Swap
Counterparties to enter into Rate Hedging Agreements, each of the Guarantors
hereby agrees with Secured Party for its benefit and the ratable benefit of the
other Credit Parties as follows:

Section 1.                 
Guaranty. 
Each of the Guarantors, jointly and severally, hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all Obligations of [the [Parent]
[Mexican] Borrower] [any guarantors of the foregoing Obligations]
now or hereafter existing under the Credit Agreement, the Notes, and any other
Credit Document, whether for principal, Reimbursement Obligations, Rate Hedging
Obligations owing to any Swap Counterparty, interest, fees, expenses,
indemnification or otherwise (all such obligations being the 'Guaranteed
Obligations'), and any and all expenses (including reasonable counsel fees and
expenses) incurred by the Secured Party, the Administrative Agent, the Issuing
Bank, any Lender, or any other Credit Party in enforcing any rights under this
Guaranty.  Without limiting the
generality of the foregoing, each Guarantor's liability shall extend to all
amounts which constitute part of the Guaranteed Obligations even if such
Guaranteed Obligations are declared unenforceable or not allowable in a
bankruptcy, reorganization, or similar proceeding involving [the [Parent]
[Mexican] Borrower] [such guarantor of such forgoing Obligations].  This Guaranty is a guarantee of payment,
not of collection, and the Guarantors are primarily liable for the payment of
the Guaranteed Obligations.

Section 2.                 
[Limit of Liability.  Each of the Guarantors shall be liable
under this Guaranty only to the extent of the greater of (i) the 'reasonably
equivalent value or 'fair consideration' (or equivalent concept) received by
each such Guarantor in exchange for the obligation incurred hereunder, within
the meaning of any applicable state or federal fraudulent conveyance or transfer
laws, (ii) the lesser of (A) the maximum amount that will not render such
Guarantor insolvent and (B) the maximum amount that will not leave such
Guarantor with an unreasonably small capital (with clauses (A) and (B) being
determined pursuant to and as of the appropriate date mandated by such
applicable state or federal fraudulent conveyance or transfer laws, and (iii)
the largest amount that would not render such Guarantor's obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or
any comparable provisions of any state law.]

Section 3.                 
Guaranty Absolute. 
Each of the Guarantors guarantees that the Guaranteed Obligations will be
paid strictly in accordance with the terms of the Credit Agreement and the other
Credit Documents, regardless of any law, regulation, or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Secured Party, the Administrative Agent, the Issuing Bank, any Lender, or any
other Credit Party with respect thereto. 
The obligations of each Guarantor under this Guaranty are independent of
the Guaranteed Obligations and are joint and several with any other guarantor of
the Guaranteed Obligations in each and every particular, and a separate action
or actions may be brought and prosecuted against any Borrower, any Guarantor,
any other guarantor of the Guaranteed Obligations, or any other Person
regardless of whether any other Borrower, any other Guarantor, any other
guarantor of the Guaranteed Obligations, or any other Person is joined in any
such action or actions.  The
liability of each Guarantor under this Guaranty shall be absolute and
unconditional irrespective of:

        (a)               
The unenforceability of the Guaranteed Obligations or any
Credit Document (other than this Guaranty against such Guarantor) for any reason
whatsoever, including that the act of creating the Guaranteed Obligations is
ultra vires, that the officers or representatives executing the documents
creating the Guaranteed Obligations exceeded their authority, that the
Guaranteed Obligations violate usury or other laws, or that the
[Parent][Mexican] Borrower has defenses to the payment of the Guaranteed
Obligations, including breach of warranty, statute of frauds, bankruptcy,
statute of limitations, lender liability, or accord and satisfaction;

        (b)              
Any change in the time, manner, or place of payment of, or in
any term of, any of the Guaranteed Obligations, any increase, reduction,
extension, or rearrangement of the Guaranteed Obligations, any amendment,
supplement, or other modification of the Credit Documents, or any waiver or
consent granted under the Credit Documents, including waivers of the payment and
performance of the Guaranteed Obligations;

        (c)               
Any release, exchange, subordination, waste, or other
impairment (including negligent, willful, unreasonable, or unjustifiable
impairment) of any collateral securing payment of the Guaranteed Obligations;
the failure of the Secured Party, the Administrative Agent, the Issuing Bank,
any Lender, any other Credit Party or any other person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale, or other
handling of such collateral; the fact that any security interest, lien, or
assignment related to any collateral for the Guaranteed Obligations shall not be
properly perfected, or shall prove to be unenforceable or subordinate to any
other security interest, lien, or assignment;

        (d)              
Any full or partial release of the [Parent][Mexican] Borrower,
any Guarantor, or any other person liable for the payment of the Guaranteed
Obligations (other than the full or partial release of such Guarantor);

        (e)               
The failure to apply or the manner of applying payments of the
proceeds of collateral against the Guaranteed Obligations;

        (f)                
Any change in the organization or structure of the
[Parent][Mexican] Borrower, any Guarantor, or any other person liable for the
payment of the Guaranteed Obligations; any change in the shareholders,
directors, or officers of the [Parent][Mexican] Borrower or any other person
liable for the payment of the Guaranteed Obligations; or the insolvency,
bankruptcy, liquidation, or dissolution of the [Parent][Mexican] Borrower or any
other person liable for the payment of the Guaranteed Obligations;

        (g)               
The failure to give notice of any extension of credit made by
the Secured Party, the Administrative Agent, the Issuing Bank, any Lender or any
other Credit Party to the [Parent][Mexican] Borrower, notice of acceptance of
this Guaranty, notice of any amendment, supplement, or other modification of any
Credit Document, notice of the execution of any document or agreement creating
new Guaranteed Obligations, notice of any default or event of default, however
denominated, under the Credit Documents, notice of intent to demand, notice of
demand, notice of presentment for payment, notice of nonpayment, notice of
intent to protest, notice of protest, notice of grace, notice of dishonor,
notice of intent to accelerate, notice of acceleration, notice of bringing of
suit, notice of the Secured Party, the Administrative Agent, the Issuing Bank,
any Lender or any other Credit Party's transfer of the Guaranteed Obligations,
notice of the financial condition of or other circumstances regarding the
[Parent][Mexican] Borrower or any other Obligor, or any other notice of any kind
relating to the Guaranteed Obligations;

        (h)               
Any payment or grant of collateral by any Obligor to the
Secured Party, the Administrative Agent, the Issuing Bank, any Lender or any
other Credit Party being held to constitute a preference under bankruptcy laws,
or for any reason the Secured Party, the Administrative Agent, the Issuing Bank,
any Lender or any other Credit Party is required to refund such payment or
release such collateral;

        (i)                 
Any other action taken or omitted which affects the Guaranteed
Obligations, whether or not such action or omission prejudices any Guarantor or
increases the likelihood that any Guarantor will be required to pay the
Guaranteed Obligations pursuant to the terms hereof;

        (j)                
The fact that all or any of the Guaranteed Obligations cease to
exist by operation of law, including, without limitation, by way of discharge,
limitation or tolling thereof under applicable bankruptcy laws; and

        (k)              
Any other circumstances which might otherwise constitute a
defense available to, or a discharge of the [Parent][Mexican] Borrower or any
Guarantor (other than the discharge of such Guarantor).

Section 4.                 
Certain Waivers.

        4.01         
Notice and Other Remedies.  Each of the Guarantors hereby waives
promptness, diligence, notice of acceptance, notice of acceleration, notice of
intent to accelerate, and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that the Secured Party, the
Administrative Agent, the Issuing Bank, any Lender or any other Credit Party
protect, secure, perfect or insure any security interest or other Lien or any
Property subject thereto or exhaust any right to take any action against the
[Parent][Mexican] Borrower or any other Person or any collateral.

        4.02         
Waiver of Subrogation and Contribution.  (a)  Until such time as the Guaranteed
Obligations are irrevocably paid in full, each of the Guarantors hereby
irrevocably waives any claim or other rights which it may acquire against the
[Parent][Mexican] Borrower or any other guarantor of the Guaranteed Obligations
that arise from such Guarantor's Guaranteed Obligations under this Guaranty or
any other Credit Document, including, without limitation, any right of
subrogation (including, without limitation, any statutory rights of subrogation
under Section 509 of the Bankruptcy Code, 11 U.S.C. § 509), reimbursement,
exoneration, contribution, indemnification, or any right to participate in any
claim or remedy of the Secured Party, the Administrative Agent, the Issuing
Bank, any Lender or any other Credit Party against the [Parent][Mexican]
Borrower or any collateral which the Secured Party, the Administrative Agent,
the Issuing Bank, any Lender or any other Credit Party now has or acquires.  If any amount shall be paid to any
Guarantor in violation of the preceding sentence and the Guaranteed Obligations
shall not have been paid in full, such amount shall be held in trust for the
benefit of the Secured Party, the Administrative Agent, the Issuing Bank, the
Lenders and any other Credit Parties, and shall promptly be paid to the Secured
Party for the benefit of the Secured Party, the Administrative Agent, the
Issuing Bank, the Lenders and any other Credit Parties to be applied to the
Guaranteed Obligations, whether matured or unmatured, as the Secured Party may
elect.  Each of the Guarantors
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Credit Agreement and that the waiver
set forth in this Section 4.02(a) is knowingly made in contemplation of such
benefits.

        (b)              
Each of the Guarantors agrees that, to the extent that the
[Parent][Mexican] Borrower makes payments to the Secured Party, the
Administrative Agent, the Issuing Bank, any Lender or any other Credit Party, or
the Secured Party, the Administrative Agent, the Issuing Bank, any Lender or any
other Credit Party receives any proceeds of collateral, and such payments or
proceeds or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, or otherwise required to be repaid, then
to the extent of such repayment the Guaranteed Obligations shall be reinstated
and continued in full force and effect as of the date such initial payment or
collection of proceeds occurred. 
EACH OF THE GUARANTORS SHALL INDEMNIFY THE SECURED PARTY, THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, THE LENDERS, AND ANY OTHER CREDIT
PARTIES AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM
HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES TO
WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES,
GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
DISBURSEMENTS, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM (I) ANY ACTUAL
OR PROPOSED USE BY THE [PARENT] [MEXICAN] BORROWER OR ANY AFFILIATE OF THE
[PARENT] [MEXICAN] BORROWER OF THE PROCEEDS OF ANY ADVANCE, (II) ANY BREACH
BY ANY GUARANTOR OF ANY PROVISION OF THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT,
(III) ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING ANY
THREATENED INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, OR
(IV) ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS
CONCERNING OR RELATING TO THE PRESENT OR PREVIOUSLY‐OWNED OR OPERATED
PROPERTIES, OR THE OPERATIONS OR BUSINESS, OF ANY GUARANTOR OR ANY OBLIGOR, AND
EACH OF THE GUARANTORS SHALL REIMBURSE THE SECURED PARTY, THE ADMINISTRATIVE
AGENT, THE ISSUING BANK, EACH LENDER AND EACH OTHER CREDIT PARTY, AND EACH
AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING LEGAL
FEES) INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION, LITIGATION OR OTHER
PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES, LIABILITIES, GUARANTEED
OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS,
DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON BEING INDEMNIFIED'S OWN
NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS, DAMAGES OR
EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
PERSON TO BE INDEMNIFIED.

4.03         
Special Mexican Law Provisions.  Each of the Guarantors irrevocably
waives the rights granted by Articles 2848 and 2849 of the Civil Code for the
Federal District of the United Mexican States, and its correlatives articles of
the Federal Civil Code and Civil Codes for the rest of the States of the United
Mexican States.  The Guarantors
hereby irrevocably and unconditionally waive the benefits of orden, excusion, division, quita,
prorroga and espera contained in
Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2827, 2837, 2838,
2839, 2840, 2841 of the Civil Code for the Federal District, and its
correlatives articles of the Federal Civil Code and the Civil Codes for the rest
of the States of the United Mexican States.  The Guarantors also hereby irrevocably
and unconditionally waives the provisions of Articles 2830, 2836, 2842, 2844,
2845, 2846 and 2847 of the Civil Code for the Federal District, and its
correlatives articles of the Federal Civil Code and the Civil Codes for the rest
of the States of the United Mexican States.  The Guarantors further agree that their
obligations and liabilities for the prompt and punctual payment, performance and
satisfaction of the Obligations are independent of any agreement or transaction
with any third parties and shall be on a 'joint and several' and 'solidary'
basis along with the Borrowers to the same degree and extent as if the
Guarantors had been and/or will be a co-principal obligors and/or co-maker of
the Obligations.  Each of the
Guarantors obligations and liabilities under the Agreement shall be on a 'joint
and several' and 'solidary' basis along with such other Guarantors.


Section 5.            
Representations and Warranties.  Each of the Guarantors hereby represents
and warrants as follows:

        (a)               
Business Existence.  Each of the Guarantors is duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its organization and in good standing and qualified to do
business in each jurisdiction where its ownership or lease of Property or
conduct of its business requires such qualification and where a failure to be
qualified could reasonably be expected to cause a Material Adverse Change.

        (b)              
Corporate Power. 
The execution, delivery, and performance by each of the Guarantors of
this Guaranty and the other Credit Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby (a) are
within such Guarantor's powers and its By-laws includes the authority to
guarantee third party obligations, (b) have been duly authorized by all
necessary action, (c) do not contravene (i) such Guarantor's
organizational and constitutional documents or (ii) any law or any
contractual restriction binding on or affecting such Guarantor or its Property,
and (d) will not result in or require the creation or imposition of any Lien
prohibited by the Credit Agreement.

        (c)               
Authorization and Approvals.  No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Guarantors of
this Guaranty or the other Credit Documents to which any Guarantor is a party or
the consummation of the transactions contemplated thereby.

        (d)              
Enforceable Obligations.  This Guaranty and the other Credit
Documents to which the Guarantor is a party have been duly executed and
delivered by the Guarantor.  Each
Credit Document to which the Guarantors are a party is the legal, valid, and
binding obligation of each of the Guarantors and is enforceable against each of
the Guarantors in accordance with its terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization, moratorium,
or similar law affecting creditors' rights generally.

Section 6.                 
Covenants.

        (a)               
Each of the Guarantors will comply with all provisions of
Articles V and VI of the Credit Agreement to the extent such Sections are
applicable to such Guarantor.

        (b)              
In the event that the Administrative Agent wishes to enforce
the guarantee contained in Section 1 hereof against a Guarantor, it shall make
written demand for payment from such Guarantor, without any judicial declaration
to such effect, provided that no such demand shall be required if such
Guarantor is in bankruptcy, liquidation, or other insolvency proceedings, and
provided that failure by the Administrative Agent to make such demand
shall not affect any Guarantor's obligations under this Guaranty.

        (c)               
All indebtedness of any Guarantor (hereinafter in this section,
'such Guarantor') to another Guarantor or the Parent Borrower or any of its
Subsidiaries shall be subordinated to all indebtedness of such Guarantor to the
Agent and the Lenders under the Credit Agreement (the 'Senior Indebtedness'), as
follows:

                (i)                 
In the event of any insolvency, concurso or bankruptcy
proceedings, or any receivership liquidation, reorganization, or other similar
proceedings in connection therewith, relative to such Guarantor, or to its
property, or in the event of any proceedings for voluntary liquidation,
dissolution, or other winding up of such Guarantor, whether or not involving
insolvency, concurso or bankruptcy, then the holders of the Senior
Indebtedness shall be entitled to receive payment in full of all Senior
Indebtedness before any other Guarantor or the Parent Borrower or any of its
Subsidiaries shall receive any payment on account of principal or interest due
such Person from such Guarantor;

                (ii)               
After the occurrence and during the continuance of an Event of
Default, such Guarantor shall not exercise or attempt to exercise any right of
offset or counterclaim in respect of any of its obligations to any other
Guarantor or the Parent Borrower or any of its Subsidiaries if the effect
thereof shall be to reduce the amount of any payment to which the holders of
Senior Indebtedness would be entitled in the absence of such offset or
counterclaim; and if and to the extent that, notwithstanding the foregoing, such
Guarantor is required by any mandatory provisions of law to exercise any such
right of offset or counterclaim, each reduction of the amount owing on the
account of the principal of or premium (if any) or interest owed to any other
Guarantor or the Parent Borrower or any of its Subsidiaries by reason of such
offset or counterclaim shall be deemed to be a payment by such Guarantor in a
like amount in respect of such amounts which clause (iv) below shall apply;

                (iii)              
Following the occurrence and during the continuance of any
Event of Default, (A) payment of the principal or interest upon any indebtedness
owed to any other Guarantor or the Parent Borrower or any of its Subsidiaries
shall not be made thereunder until payment in full of all Senior Indebtedness
has been made and (B) the holders of the Senior Indebtedness shall be entitled
to receive payment in full of all Senior Indebtedness prior to the entitlement
of any other Guarantor or the Parent Borrower or any of its Subsidiaries to
receive any payment of the principal or interest (except for payments which have
been made prior to the occurrence of such Event of Default);

                (iv)             
If, notwithstanding the provisions of the foregoing
subparagraphs (i) through (iii), any payment or distribution on any indebtedness
shall be received by any other Guarantor or the Parent Borrower or any of its
Subsidiaries while an Event of Default exists and before the holders of the
Senior Indebtedness shall have received payment in full on all Senior
Indebtedness, such payment or distribution shall be (and shall be deemed to be)
held in trust for the benefit of, and shall be paid over or delivered or
transferred to, the holders of the Senior Indebtedness for application to the
payment of all Senior Indebtedness held by such holder to the extent necessary
to satisfy such Senior Indebtedness; and

                (v)               
No present or future holder of Senior Indebtedness shall be
prejudiced in its right to enforce subordination of any other Guarantor or the
Parent Borrower or any of its Subsidiaries by any act or failure to act on the
part of such Guarantor whether or not such act or failure shall give rise to any
right of rescission or other claim or cause of action on the part of any other
Guarantor or the Parent Borrower or any of its Subsidiaries.  The provisions of the foregoing
paragraphs with respect to subordination are solely for the purpose of defining
the relative rights of the holders of Senior Indebtedness on the one hand, and
any other Guarantor or the Parent Borrower or any of its Subsidiaries on the
other hand, and none of such provisions shall impair, as between such Guarantor
and any other Guarantor or the Parent Borrower or any of its Subsidiaries, the
obligation of such Guarantor, which is unconditional and absolute, to pay to any
other Guarantor or the Parent Borrower or any of its Subsidiaries the principal
and interest of any indebtedness in accordance with its terms, nor shall
anything in such provisions prevent any other Guarantor or the Parent Borrower
or any of its Subsidiaries  from
exercising all remedies otherwise permitted by applicable law or hereunder upon
default hereunder, subject to the rights of holders of Senior Indebtedness under
such provisions.

Section 7.                 
Miscellaneous.

        7.01         
Amendments,
Etc.  No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the Guarantors
therefrom shall be effective unless the same shall be in writing and signed by
the Secured Party, the Administrative Agent, the Majority Lenders and the
[Parent][Mexican] Borrower; provided that any amendment or waiver
releasing any Guarantor from any liability hereunder shall be signed by all the
Credit Parties and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

        7.02         
Addresses for Notices.  All notices and other communications to
any Person provided for hereunder shall be delivered to the address of such
Person set forth next to the signatures below, or to such other address as shall
be designated by the Guarantors or the Secured Party in written notice to the
other party.  All such notices or
communications shall be effective as set forth in the Credit Agreement.

        7.03         
No Waiver; Remedies.  No failure on the part of the Secured
Party, the Administrative Agent, the Issuing Bank, any Lender or any other
Credit Party to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

        7.04         
Right of Set-Off. 
Upon (a) the occurrence and during the continuance of any Default and (b)
the making of the request or the granting of the consent, if any, specified by
Section 7.02 of the Credit Agreement to authorize the Administrative Agent to
declare the Notes and any other amounts payable under the Credit Agreement due
and payable pursuant to the provisions of such Section 7.02 or the automatic
acceleration of the Notes and all amounts payable under the Credit Agreement
pursuant to Section 7.03 thereunder, the Secured Party, the Administrative
Agent, the Issuing Bank, each Lender and each other Credit Party is hereby
authorized at any time, to the fullest extent permitted by law, to set off and
apply any deposits (general or special, time or demand, provisional or final)
and other indebtedness owing by the Secured Party, the Administrative Agent, the
Issuing Bank, such Lender, or such other Credit Party to the accounts of the
Guarantors against any and all of the obligations of the Guarantors under this
Guaranty, irrespective of whether or not the Secured Party, the Administrative
Agent, the Issuing Bank, such Lender or such other Credit Party shall have made
any demand under this Guaranty and although such obligations may be contingent
and unmatured.  The Secured Party,
the Administrative Agent, the Issuing Bank, each Lender and each other Credit
Party agrees promptly to notify the Guarantors after any such set‐off and
application made by the Secured Party, the Administrative Agent, the Issuing
Bank, such Lender or such other Credit Party provided that the failure to give
such notice shall not affect the validity of such set‐off and application.  The rights of the Secured Party, the
Administrative Agent, the Issuing Bank, the Lenders and the other Credit Parties
under this Section 7.04 are in addition to other rights and remedies (including,
without limitation, other rights of set‐off) which the Secured Party, the
Administrative Agent, the Issuing Bank, the Lenders and the other Credit Parties
may have.

        7.05         
Continuing Guaranty; Assignments under Credit
Agreement.  This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
indefeasible payment in full of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (b) be binding upon the Guarantors and their
respective successors and assigns, (c) inure to the benefit of, and be
enforceable by, the Secured Party, the Administrative Agent, the Issuing Bank,
each of the Lenders and each of the other Credit Parties and their respective
successors, transferees and assigns, and (d) not be terminated by any
Guarantor or any other Person. 
Without limiting the generality of the foregoing clause (c), the
Issuing Bank, any Lender and any other Credit Party may assign or otherwise
transfer all or any portion of its rights and Guaranteed Obligations under the
Credit Documents in accordance with the Credit Agreement and the assignee shall
thereupon become vested with all the benefits in respect thereof granted to the
Issuing Bank, such Lender or such other Credit Party herein or otherwise.  Upon the indefeasible payment in full
and termination of the Guaranteed Obligations, the guaranty granted hereby shall
terminate and all rights hereunder shall revert to the Guarantor to the extent
such rights have not been applied pursuant to the terms hereof.  Upon any such termination, the Secured
Party will, at each Guarantor's expense, execute and deliver to such Guarantor
such documents as such Guarantor shall reasonably request and take any other
actions reasonably requested to evidence or effect such termination. This
Guaranty is not assignable by any Guarantor without the written consent of all
of the Credit Parties.

        7.06         
Judgment Currency. 
If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due from a Guarantor hereunder in the currency expressed to be
payable herein (the 'specified currency') into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Secured Party could purchase the specified currency with such
other currency at the Secured Party's main New York office on the Business Day
preceding the day on which final, non‐appealable judgment is given.  The obligations of a Guarantor in
respect of any sum due to the Secured Party hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by the Secured Party of
any sum adjudged to be so due in such other currency the Secured Party may in
accordance with normal, reasonable banking procedures purchase the specified
currency with such other currency. 
If the amount of the specified currency so purchased is less than the sum
originally due to the Secured Party in the specified currency, such Guarantor
agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify the Secured Party
against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to the Secured Party in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under
Section 2.12 of the Credit Agreement, the Secured Party agrees to remit such
excess to such Guarantor.

        7.07         
Governing Law; Submission to Jurisdiction.

        (a)               
This Guaranty shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York, except to the extent
provided in Section 7.07(b) hereof and to the extent that the federal laws of
the United States of America may otherwise apply.

        (b)              
Notwithstanding anything in Section 7.07(a) hereof to the
contrary, nothing in this Guaranty shall be deemed to constitute a waiver of any
rights which the Secured Party, the Administrative Agent, the Issuing Bank, any
of the Lenders or any of the other Credit Parties may have under the National
Bank Act or other federal law, including without limitation the right to charge
interest at the rate permitted by the laws of the state where the Secured Party,
the Administrative Agent, the Issuing Bank, the applicable Lender or any other
applicable Credit Party is located.

        (c)               
EACH OF THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY CREDIT DOCUMENTS AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

        (d)              
EACH OF THE GUARANTORS HEREBY IRREVOCABLY APPOINTS CT
CORPORATION SYSTEM (THE 'PROCESS AGENT'), WITH AN OFFICE ON THE DATE HEREOF AT
1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS AGENT TO RECEIVE ON BEHALF OF IT
AND ITS PROPERTIES SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER
PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING BY
CERTIFIED MAIL A COPY OF SUCH PROCESS TO SUCH GUARANTOR IN CARE OF THE PROCESS
AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, WITH A COPY TO SUCH GUARANTOR AT ITS
ADDRESS SPECIFIED ON THE SIGNATURE PAGES HERETO, AND EACH GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON
ITS BEHALF.  AS AN ALTERNATIVE
METHOD OF SERVICE, EACH GUARANTOR ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF
ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING BY CERTIFIED
MAIL OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS FOR NOTICE SPECIFIED IN
SECTION 7.02 HEREOF.  EACH GUARANTOR
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.

        (e)               
EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING, DIRECTLY OR
INDIRECTLY,  (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY
OTHER CREDIT DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  ANY JUDICIAL PROCEEDING BY ANY OF THE
GUARANTORS INVOLVING, DIRECTLY OR INDIRECTLY, THIS GUARANTY, OR ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OTHER CREDIT DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK.

[The rest of this page has been left blank intentionally.]

 

 

 

 





        Each of the
Guarantors has caused this Guaranty to be duly executed as of the date first
above written.


  
    
      
        
          
            
              
[GUARANTORS]

By:                                                                              


Name:                                                                         


Title:                                                                            



Address:                                                                      


                                                                                   


Attention:                                                                     


Telecopy:                                                                    


              

            

          

        

      

    

  










EXHIBIT D

FORM OF VESSEL MORTGAGE







United States


 

first preferred FLEET mortgage

GLOBAL INDUSTRIES, LTD.





and






CREDIT LYONNAIS NEW YORK BRANCH

as Administrative Agent



For the Lenders

Named Herein






Dated March ___, 2004



 


 




INDEX

Section                                         Matter                                                                              
Page


ARTICLE I                                DEFINITIONS AND INTERPRETATION                           2


ARTICLE II                               THE MORTGAGE                                                                4

ARTICLE III                              PAYMENT COVENANTS                                                  5

ARTICLE IV                              PRESERVATION OF SECURITY                                      5

ARTICLE V                               COVENANTS                                                                     7

ARTICLE VI                              PROTECTION OF SECURITY                                          8

ARTICLE VII                             ENFORCEABILITY AND MORTGAGEES POWERS     9

ARTICLE VIII                            APPLICATION OF MONEYS                                         11

ARTICLE IX                              FURTHER ASSURANCES                                               12

ARTICLE X                               POWER OF ATTORNEY                                                 12

ARTICLE XI                             EXPENSES AND INDEMNITIES                                     13

ARTICLE XII                            COMMUNICATIONS                                                       14

ARTICLE XIII                           ASSIGNMENTS                                                                15

ARTICLE XIV                           WAIVER; AMENDMENT                                                 15

ARTICLE XV                             MISCELLANEOUS                                                          15

ARTICLE XVI                            JURISDICTION                                                               
16


       


FIRST PREFERRED FLEET MORTGAGE

This FIRST PREFERRED FLEET MORTGAGE (this 
'Mortgage) dated as of March ___, 2004 is by[OWNER], a _________________________ having its principal offices at [8000 Global Drive, Carlyss, Louisiana 70665] (the
'Owner'), in favor of CREDIT LYONNAIS NEW YORK BRANCH, having offices at 1301 Avenue of the Americas, New York, New York 10019, as Administrative Agent and mortgagee (in such capacity, the
'Mortgagee) for the benefit of the Lenders (as defined in the Credit Agreement referred to below).


RECITALS

A. The Owner is the sole owner of the whole (100%) of the vessels described on Exhibit A attached hereto and made a part hereof.

B. Pursuant to the terms of the Credit Agreement dated as of March __, 2004 (as the same may be amended or supplemented from time to time, the
'Credit Agreement') and made by and among [Owner] [Global Industries, Ltd., a Louisiana corporation], and Global Offshore Mexico, S. de. R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (together, the
'Borrowers'), Credit Lyonnais New York Branch, as Administrative Agent, and the lenders identified in Exhibit B attached hereto and who hereafter may become a party thereto ('Lenders'), the Lenders agreed to make available to the Borrowers a credit facility in the maximum principal amount at any one time outstanding of One Hundred Fifty Million United States Dollars (US$150,000,000) (the
'Credit Facility') in the form of Advances and Letters of Credit (each as defined in the Credit Agreement).  The Credit Facility, and interest, fees and commissions thereon, are to be paid and repaid, as the case may be, as provided in the Credit Agreement and the Notes (as defined in the Credit Agreement).  The Credit Facility is evidenced by the Credit Agreement, the Notes and the other Credit Documents (as defined in the Credit Agreement).

C. [The Owner has executed a Guaranty of the Borrowers' obligations under the Credit Facility (the
'Guaranty')].  It is required under the terms of the Credit Agreement that the [Owner] shall grant and execute this Mortgage as security for [the Borrowers'] obligations under the Credit Facility.

D. Therefore, the Owner, in order to secure its obligations under [the Guaranty and the Borrowers' obligations under] the Credit Agreement and the Credit Documents, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in this Mortgage, has duly authorized the execution and delivery of this Mortgage under and pursuant to 46 U.S.C.
SS 31301 et seq. , as amended (the
'Ship Mortgage Act '), which is entered into by the Owner in consideration of the Lenders agreeing, at the request of the [Owner and the] Borrowers, to make the Credit Facility available to the Borrowers and as a condition thereto and for other good and valuable consideration provided by the Lenders (the sufficiency of which the Owner hereby acknowledges).

NOW, THEREFORE, the Owner and the Mortgagee agree as follows:

ARTICLE I




DEFINITIONS AND INTERPRETATION




Section 1.01  In this Mortgage unless the context
otherwise requires, the following expressions shall have the following meanings:

        'Borrowers' has the meaning set forth in the Recitals hereof.

        'Casualty Event' has the meaning set forth in the Credit Agreement.

        'Commitment' has the meaning set forth in the Credit Agreement.

        'Credit Agreement' has the meaning set forth in the Recitals hereof.

        'Credit Documents' has the meaning set forth in the Credit Agreement.

        'Credit Facility' has the meaning set forth in the Recitals hereof.

        'Credit Facility Period' means the period commencing on the Effective Date and ending on the date upon      which all amounts owing under the Credit Facility and all other amounts due to the Lenders pursuant to the Credit Agreement and the other Credit Documents have been repaid in full and the Credit Agreement has terminated.

        'Effective Date' means the date of this Mortgage.

        'Excepted Liens' has the meaning set forth in Section 6.01(b) hereof.

        ['Guaranty' has the meaning set forth in the Recitals hereof.]

        'Insurance Policies' has the meaning set forth in the Credit Agreement.

        'Lenders' has the meaning set forth in the Recitals hereof.

        'Lien' has the meaning set forth in the Credit Agreement.

        'Loan Party' has the meaning set forth in the Credit Agreement.

        'Material Partial Loss' has the meaning set forth in the Credit Agreement.

        'Mortgage' has the meaning set forth in the first paragraph hereof.

        'Mortgagee' has the meaning set forth in the first paragraph hereof.

        'Notes' has the meaning set forth in the Credit Agreement.

        'Owner' has the meaning set forth in the first paragraph hereof.

        'Requisition Compensation' means all moneys or other compensation payable during the Credit Facility Period by reason of requisition for title or other compulsory acquisition of any Vessel otherwise than by requisition for hire.

        'Secured Indebtedness' means all obligations and liabilities of the Owner under the Guaranty and of the Borrowers and the other Loan Parties (whether for principal, interest, fees, reimbursement obligations, expenses or any other charges whatsoever), now existing or hereafter incurred under, arising out of or in connection with, any Credit Document to which it is a party including, without limitation, in the case of the Owner, [the Guaranty,] the Credit Agreement and the Notes, and the due performance and compliance by [the Owner,] the Borrowers, and the other Loan Parties with the terms of each such Credit Document.

        'Ship Mortgage Act' has the meaning set forth in the recitals hereof.

        'Total Loss' has the meaning set forth in the Credit Agreement.

        'United States Dollars'
and 'US$' means the lawful currency of the United States of America.

        'Vessel' means each of the Vessels described on Exhibit A hereto, and includes any share or interest therein, and their engines, generators, drilling machinery and equipment, masts, winches, anchors, chains, pumps and pumping equipment, furniture and fittings, boats, tackle, outfit, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all additions, improvements and replacements hereafter made in or to said Vessels or any part thereof and all of their freight, hires and earnings.

Section 1.02 
Except where otherwise expressly provided or unless the context otherwise
requires, words and expressions defined in the Credit Agreement shall bear the
same meanings when used but not otherwise defined in this Mortgage.

Section 1.03 In this Mortgage:

	section headings are inserted for convenience only and shall not affect the construction of this Mortgage and, unless otherwise specified, all references to Sections are to sections of this Mortgage;

section headings are inserted for convenience 
	unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa;





	references to Persons include bodies corporate and unincorporated;





	references to assets include property, rights and assets of every description;





	references to any document are to be construed as references to such document as amended or supplemented from time to time; and





	references to any enactment include re-enactments, amendments and extensions thereof.






 

ARTICLE II




THE MORTGAGE



Section 2.01    Granting Clause.  In order to secure the payment of the Secured Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage and the other Credit Documents to which it is a party, the Owner has GRANTED, CONVEYED and MORTGAGED and does by these presents GRANT, CONVEY and MORTGAGE unto the Mortgagee for the benefit of the Lenders and their respective successors and assigns, the whole (100%) of each Vessel; TO HAVE AND TO HOLD the same unto the Mortgagee for the benefit of the Lenders and their respective successors and assigns forever, upon the terms herein set forth.

Section 2.02    Termination.  If (a) the Owner and the Borrowers or their respective successors and assigns shall pay or cause to be paid to the Mortgagee and the other Lenders and their respective successors or assigns the Secured Indebtedness in full as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the Notes, the Guaranty, this Mortgage and the other Credit Documents (other than the reimbursement and contingent indemnification obligations to the extent no unsatisfied claim with respect thereto has been asserted); (b) the Owner and the Borrowers or their respective successors and assigns shall observe and comply with the covenants, terms and conditions contained in the Credit Agreement, the Notes, the Guaranty, this Mortgage and the other Credit Documents expressed or implied to be performed, observed or complied with by or on the part of the Owner, the Borrowers and their respective successors and assigns, and (c) the Commitments have been terminated, then these presents and the rights hereunder shall cease, determine and be void and, in such event, the Mortgagee agrees by accepting this Mortgage to furnish, execute and record, at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage, otherwise to be and remain in full force and effect.


Section 2.03    Partial Release; No Waiver.  If any Vessel subject to this Mortgage is sold, transferred, conveyed or otherwise disposed, whether as permitted by Section 6.03 of the Credit Agreement or otherwise with the consent of the Lenders, such Vessel shall be released in writing by the Mortgagee from the lien of this Mortgage upon payment by the Owner to the Mortgagee of such amount as may be required by Section 6.03 of the Credit Agreement with respect to sales permitted by Section 6.03 of the Credit Agreement or otherwise as may be agreed by Mortgagee and the Lenders, and such release shall not affect the Mortgagees lien on the remaining Vessels, if any.  Notwithstanding anything to the contrary herein, it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect.  


Section 2.04    Owner Liable.  The Owner shall remain liable to perform all the obligations assumed by it in relation to each Vessel; and until such time as the Mortgagee or any Lender shall become the owner thereof following foreclosure, neither the Mortgagee nor any other Lender shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.






Section 2.05    Recordation under the Ship Mortgage Act.  For the purpose of this Mortgage and its filing and recordation as required by the Ship Mortgage Act, (i) the total amount of the Secured Indebtedness is $150,000,000.00 of principal (being the maximum amount that may be outstanding at any one time), plus interest, expenses and fees thereon plus the performance of mortgage covenants; (ii) the interest of the Owner (mortgagor) in the Vessels is 100% and the interest mortgaged to the Mortgagee is 100%; (iii) the respective addresses of the Owner (mortgagor) and Mortgagee are as set forth on the first page of this Mortgage; (iv) the Maturity Date is March __, 2007, and (v) subject to the partial release provisions in Section 2.03 above, the discharge amount of the Mortgage is the same as the total amount, and upon receipt thereof, the Mortgagee shall release the Vessels from the lien of this Mortgage.  The Mortgagee expressly does not waive the preferred status of this Mortgage.






 

ARTICLE III




PAYMENT COVENANTS



Section 3.01    Payment Obligations.  The Owner hereby covenants with the Mortgagee and the other Lenders:





	to pay and indemnify the Mortgagee and the other Lenders for all such reasonable expenses, claims, liabilities, losses, costs, duties, fees, charges, or other moneys as are stated in this Mortgage to be payable by the Owner to or recoverable from the Owner by the Mortgagee and the other Lenders (or in respect of which the Owner agrees in this Mortgage to indemnify the Mortgagee and the other Lenders) at the times and in the manner specified in this Mortgage;





	to pay interest on any such reasonable expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys referred to in Section 3.01(a) from the date on which the relevant expense, claim, liability, loss, cost, duty, fee, charge or other money is paid by the Mortgagee or any other Lender (both before and after any relevant judgment) at the rates specified in Section 2.06 of the Credit Agreement; and





	to pay and perform its obligations which may be or become due or owing to the Mortgagee or any other Lender, as the case may be, under this Mortgage and the other Credit Documents to which the Owner is or is to be a party at the times and in the manner specified herein or therein.






 

ARTICLE IV




PRESERVATION OF SECURITY



Section 4.01    Owner's Covenants
Concerning the Security.  It is declared and agreed that:





	the security created by this Mortgage shall be held by the Mortgagee as a continuing security for the payment of the Secured Indebtedness and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Indebtedness;





	the security so created shall be in addition to and shall not in any way be prejudiced or affected by any of the other Credit Documents;





	the Mortgagee shall not have to wait for any Lender to enforce any of the other Credit Documents, to the extent it may do so pursuant to the terms thereof, before enforcing the security created by this Mortgage;





	no failure or delay on the part of the Mortgagee in exercising any right, power or privilege hereunder and no course of dealing between the Owner and the Mortgagee or any other Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Mortgagee or any other Lender would otherwise have.  No notice to or demand on the Owner in any case shall entitle the Owner to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Mortgagee or the Lenders to any other or further action in any circumstances without notice or demand; and





	any waiver by the Mortgagee of any terms of this Mortgage or any consent given by the Mortgagee under this Mortgage shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

Section 4.02    Settlements; No
  Waiver.  Any settlement or discharge under this Mortgage between the Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee or the Lenders or any of them by the Borrowers, any Guarantor, or any other Person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Mortgagee shall be entitled to recover from the Owner on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.







Section 4.03    
Mortgagees Rights Not Affected.  The rights of the Mortgagee under this Mortgage and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Borrowers, any Loan Party, the Mortgagee, any Lender or any other Person:





	any waiver granted to or composition with the Borrowers, any Loan Party, or any other Person; or





	the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any of the Borrowers, any Loan Party, or any other Person; or





	any legal limitation, disability, incapacity or other circumstances relating to the Borrowers, any Loan Party, or any other Person; or





	any amendment or supplement to the Credit Agreement, any of the other Credit Documents or any other document or security; or





	the dissolution, liquidation, amalgamation, reconstruction or reorganization of any of the Borrowers, any Loan Party, or any other Person; or





	the unenforceability, invalidity or frustration of any obligations of any of the Borrowers, any Loan Party, or any other Person under the Credit Agreement, any of the other Credit Documents, or any other document or security.






Section 4.04    Moneys Received by Mortgagee.  Until the Secured Indebtedness has been unconditionally and irrevocably paid in full to the satisfaction of the Mortgagee and the Commitments have been terminated, any moneys received, recovered or realized under Article VII relating in whole or in part to the Secured Indebtedness shall be held in a cash collateral account as security for the Secured Indebtedness and applied to the Secured Indebtedness in accordance with Section 7.06 of the Credit Agreement.






 

ARTICLE V




COVENANTS



Section 5.01    Owner's Covenants Concerning the Vessels
and Other Matters.  The Owner covenants with the Mortgagee and the other Lenders that throughout the Credit Facility Period the Owner will:





	keep each Vessel documented in its name as a United States vessel and will not cause or allow such documentation to be forfeited or imperiled;





	place, and use due diligence to retain, a properly certified copy of this Mortgage on board each Vessel with her papers and cause such certified copy of this Mortgage to be exhibited to any and all Persons (and to any representative of the Mortgagee
on demand) having business with such Vessel which might give rise to any Lien
thereon other than the Lien of this Mortgage, Liens for wages of the crew
(including the master of the Vessel), Liens for general average or salvage,
Liens for wages of stevedores when employed directly by a person listed in
SS 31341 of the Ship Mortgage Act, and other maritime Liens incurred in the
ordinary course of business provided such other maritime liens are inferior to
the Liens created by this Mortgage (all such Liens herein collectively called 'Excepted Liens'); and to place and keep prominently displayed in the chart room and in the master's cabin of each Vessel a framed printed notice in plain type in English of such size that the paragraph of reading matter shall cover a space not less than 6 inches wide and 9 inches high reading as follows:




NOTICE OF MORTGAGE


	
This Vessel is covered by a First Preferred Fleet Mortgage to Credit Lyonnais New York Branch, as Administrative Agent and Mortgagee for the benefit of the Lenders referred to in the said Mortgage under authority of the United States Ship Mortgage Act, as amended and recodified as 46 U.S.C. § 31301 et seq.  Under the terms of the said Mortgage neither the Owner nor any charterer nor the master of this Vessel nor any other Person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than for crew's wages and salvage and other Excepted Liens (as that term is defined in said Mortgage); and






 


	The Owner will, at its sole cost and expense and at no cost to the Mortgagee, cause this Mortgage to be duly filed with the U.S. Coast Guard National Vessel Documentation Center in accordance with the provisions of 46 U.S.C. § 31321, and subsequently duly recorded, and will otherwise comply with and satisfy all the applicable provisions of the Ship Mortgage Act, as amended, in order to establish, record and maintain this Mortgage as a first preferred mortgage thereunder upon each Vessel, and will do all such other acts and execute all such instruments, deeds, conveyances, mortgages and assurances as the Mortgagee shall reasonably require in order to subject each Vessel to the lien of this Mortgage as aforesaid.  



 

ARTICLE VI



PROTECTION OF SECURITY



Section 6.01    Mortgagees Rights.  The Mortgagee shall without prejudice to its other rights and powers under this Mortgage and the other Credit Documents be entitled (but not bound) at any time and as often as may be reasonably necessary to take any such action as it may in the reasonable exercise of its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and the other Credit Documents (including, without limitation, such action as referred to in Section 6.02) and all reasonable expenses, liabilities, or losses (including, without limitation, reasonable legal fees) so incurred by the Mortgagee and the other Lenders in or about the protection or maintenance of the said security together with interest payable thereon according to Section 3.01(b) shall be repayable to it by the Owner on demand; provided that if no Event of Default exists, the Mortgagee shall give the Owner written notice prior to taking any such action.  






Section 6.02    Failure to Insure or Repair.  Without prejudice to the generality of Section 6.01:





	if the Owner does not comply in any material respect with any provision of Article V of this Mortgage and Section 5.02 of the Credit Agreement, the Mortgagee shall be entitled (but not bound) (i) to effect or to replace and renew and thereafter to maintain the Insurance Policies in such manner as the Mortgagee, in its discretion, may think fit and to require that all policies, contracts and other records relating to the Insurance Policies (including details of any correspondence concerning outstanding claims) be forthwith delivered to such brokers as the Mortgagee may nominate, and (ii) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurance Policies or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as is reasonably necessary and to permit the brokers= through whom the collection or recovery is effected to charge the usual brokerage therefor, and





	if the Owner does not comply in any material respect with any provision of Section 5.13 of the Credit Agreement, the Mortgagee shall be entitled (but not bound) to arrange for the carrying out of such repairs to and/or surveys of such Vessel as it deems reasonably expedient or necessary.







ARTICLE VII




ENFORCEABILITY AND MORTGAGEES POWERS



Section 7.01    Events of Default.  During the continuance of any of the Events of Default specified in the Credit Agreement but without the necessity for any court order or declaration in any jurisdiction to the effect that an Event of Default has occurred, the security constituted by this Mortgage shall become immediately enforceable and the Mortgagee shall be entitled, as and when it may see fit, to put into force and exercise all or any of the powers possessed by it as mortgagee of each Vessel or otherwise and in particular:





	to exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by applicable law including the provisions of the Ship Mortgage Act or any other applicable law including the laws of any other applicable jurisdiction;





	to take possession of each Vessel or any of them whether actually or constructively and/or otherwise to take control of such Vessel wherever located and cause the Owner or any other Person in possession of such Vessel forthwith upon demand to surrender the same to the Mortgagee without legal process and without liability of the Mortgagee for any losses or damages incurred thereby and without having to render accounts to the Owner in connection therewith;





	to require that all policies, contracts, certificates of entry and other records relating to the Insurance Policies (including details of and correspondence concerning outstanding claims) be forthwith delivered to or to the order of the Mortgagee;





	to collect, recover, compromise and give a good discharge for any and all moneys or claims for moneys then outstanding or thereafter arising under the Insurance Policies or any Requisition Compensation and to permit any brokers through whom collection or recovery is effected to charge the usual brokerage therefor;





	to take over or institute (if necessary using the name of the Owner) all such proceedings in connection with any Vessel, the Insurance Policies, or any Requisition Compensation as the Mortgagee thinks reasonably necessary and to discharge, compound, release or compromise claims against the Owner in respect of any Vessel which have given or may give rise to any charge or Lien on such Vessel or which are or may be enforceable by proceedings against such Vessel;





	following acceleration of the Credit Facility, to sell any Vessel or any share therein, upon advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the hailing port and the places of sale of the Vessels and by sending notice of such sale at least fourteen (14) days prior to the date fixed for such sale to the Owner, free from any claim of or by the Owner of any nature whatsoever, and with or (subject to the rights of third parties under applicable law) without the benefit of any charter party or other contract for her employment, by public auction or private contract at such place and upon such commercially reasonable terms (including, without limitation, on terms such that payment of some or all of the purchase price be deferred) as the Mortgagee in its absolute discretion may determine with power to postpone any such sale, without being answerable for any loss occasioned by such sale or resulting from postponement thereof, and/or itself to purchase such Vessel at any such public auction and to set off the purchase price against all or any part of the Secured Indebtedness in the manner specified in Section 9.01 herein; provided, however that in the event any such Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale;





	subject to the rights of any charter, to manage, insure, maintain and repair any Vessel and to charter, employ, sail or lay up any Vessel in such manner, upon such terms and for such period as the Mortgagee deems reasonably expedient; and for the purposes aforesaid the Mortgagee shall be entitled to do all acts and things reasonably incidental or conducive thereto and in particular to enter into such arrangements respecting such Vessel, and the insurance, management, maintenance, repair, classification, chartering and employment of such Vessel, in all respects as if the Mortgagee were the owner of such Vessel and without being responsible for any loss thereby incurred;





	to recover from the Owner on demand any liabilities, losses and reasonable expenses as may be incurred by the Mortgagee in or about the exercise of the power vested in the Mortgagee under Section 7.01(g);





	generally and in addition, but not in lieu of any of the above rights, to recover from the Owner on demand any liabilities, losses and reasonable expenses incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers aforesaid; and





	generally, take any other action or exercise any other right permitted by applicable law.






Section 7.02    Sufficiency of Payments Received.  The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim, take any action or enforce any rights and benefits assigned to the Mortgagee by this Mortgage or to which the Mortgagee may at any time be entitled hereunder.




Section 7.03    Mortgagee, Lenders Not Liable.  Neither the Mortgagee, the Lenders, nor any of their agents, managers, officers, employees, delegates and advisers shall be liable for any expense, claim, liability, loss, cost, damage or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions under this Mortgage in the absence of its, his, or her gross negligence or willful misconduct.






Section 7.04    No Mortgagee-in-Possession.  To the fullest extent permitted by law, the Mortgagee shall not by reason of the taking possession of any Vessel be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realization or for any default or omission for which a mortgagee-in-possession might be liable.






Section 7.05    Purchaser's Rights on Sale.  Upon any sale of any Vessel or any share therein by the Mortgagee, the purchaser shall not be bound to see or enquire whether the Mortgagees power of sale has arisen in the manner provided in this Mortgage and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.




Section 7.06    Divestiture of Owner's Rights.  A sale of any Vessel made in pursuance of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Owner therein and thereto, and shall bar the Owner, its successors and assigns, and all Persons claiming by, through or under them.  No purchaser shall be bound to inquire whether notice has been given or whether any default has occurred, or as to the propriety of the sale, or as to application of the proceeds thereof.






ARTICLE VIII




APPLICATION OF MONEYS



Section 8.01    Recoveries; Application.  All moneys received by the Mortgagee, including, without limitation:





	in respect of sale of any Vessel or any part thereof;





	in respect of recovery under the Insurance Policies in respect of Casualty Events, Material Partial Losses and Total Losses not used to repair or replace the Vessel within the time required by the Credit Agreement,





	in respect of Requisition Compensation, 




  

shall be held and applied



FIRST: to the extent not already paid, to pay or make good all such reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon under Section 3.01(b)) as may have been paid or incurred by the Mortgagee in or about or incidental to the exercise by the Mortgagee of the powers specified or otherwise referred to in Article VI and Section 7.01 (or any of them) arising out of or in connection with the Mortgagee=s duties as Mortgagee;



SECOND: to pay or furnish indemnity in the proper amounts against any commitments or encumbrances which, in the reasonable opinion of the Mortgagee, have or may have priority over this Mortgage;



THIRD: except to the extent Owner is entitled to retain such moneys under the provisions of the Credit Agreement, to pay the Secured Indebtedness and to provide cash collateralization for outstanding Letters of Credit in accordance with the terms of the Credit Agreement; and



FOURTH: the surplus (if any) shall be paid to the Owner or to whomsoever else may be entitled thereto.



  







ARTICLE IX




FURTHER ASSURANCES



Section 9.01    Perfection and Preservation of the
Collateral.  The Owner shall execute and do all such assurances, acts and things as the Mortgagee may reasonably require for:





	perfecting or protecting the security created (or intended to be created) by this Mortgage; or





	preserving or protecting any of the rights of the Mortgagee and the other Lenders under this Mortgage; or





	ensuring that the security constituted by this Mortgage and the covenants and obligations of the Owner under this Mortgage shall inure to the benefit of any transferee, successor or assignee of the Mortgagee as is referred to in Section 13.01; or





	enforcing the security constituted by this Mortgage on or at any time after the same shall have become enforceable; or





	the exercise of any power, authority or discretion vested in the Mortgagee under this Mortgage,




in any such case, forthwith upon demand by the Mortgagee and at the expense of the Owner.





 

ARTICLE X



POWER OF ATTORNEY



Section 10.01    Owner's Attorney.  The Owner, by way of security and in order to more fully secure the performance of the Owner's obligations under this Mortgage, hereby irrevocably appoints the Mortgagee as its attorney for the duration of the Credit Facility Period for the purposes of:





	doing in its name all acts and executing, signing and (if required) registering in its name all documents which the Owner itself could do, execute, sign or register in relation to any Vessel (including without limitation, transferring title to such Vessel to a third party), provided, however, that such power shall not be exercisable by or on behalf of the Mortgagee until this Mortgage shall have become immediately enforceable pursuant to Section 7.01;





	executing, signing, perfecting, doing and (if required) registering every such further assurance document, act, or thing as is referred to in Article IX; and





	during the continuance of any Event of Default, demanding, collecting, receiving, compromising, and suing for all freights, hires, earnings, issues, revenues and income of any Vessel.






Section 10.02    Third Parties.  The exercise of such power as is referred to in Section 10.01(a) by or on behalf of the Mortgagee shall not put any Person dealing with the Mortgagee upon any enquiry as to whether this Mortgage has become enforceable nor shall such Person be in any way affected by notice that this Mortgage has not become enforceable and, in relation to Sections 10.01(a), 10.01(b) and 10.01(c), the exercise by the Mortgagee of such power shall be conclusive evidence as against third parties of its right to exercise the same.
























 

ARTICLE XI




EXPENSES AND INDEMNITIES



Section 11.01    Mortgage Preparation.  The Owner agrees to pay all reasonable out-of-pocket costs and expenses of the Mortgagee in connection with the negotiation, preparation, execution and delivery of this Mortgage and any amendment, waiver, release or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel and any valuation fees) and, after the occurrence and during the continuance of an Event of Default, each of the Mortgagee and the Lenders in connection with the enforcement of this Mortgage (including, without limitation, the actual reasonable fees and disbursements of counsel for the Mortgagee and the Lenders).






Section 11.02    Owner's Indemnity.
  Without limiting the foregoing Section 11.01, the Owner hereby further indemnifies the Mortgagee, each other Lender, and their respective officers, directors, employees, representatives and agents from and holds harmless and agrees to defend each of them against any and all losses, liabilities, obligations, claims, damages, or reasonable expenses 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 the Mortgagee is a party thereto) related to the entering into and/or performance of this Mortgage hereunder or the consummation of any transactions contemplated hereby, whether initiated by the Owner or any other Person, including without limitation, the actual reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding or (b) any personal injury to or death of or any loss or damage to property of any Person or (c) the actual or alleged presence of Hazardous Materials in the air, surface water, groundwater, surface or subsurface of any Vessel, facility or location at any time owned or operated by the Owner or any of its Affiliates, the generation, storage, transportation or disposal of Hazardous Materials at any Vessel, facility or location at any time owned or operated by the Owner or any of its Affiliates, the non-compliance of any Vessel, facility or location at any time owned or operated by the Owner or any of its Affiliates with federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any such Vessel, facility or location, or any violation or alleged violation of any Environmental Laws asserted against the Owner, any of its Affiliates, or any Vessel, facility or location at any time owned or operated by the Owner or any of its Affiliates, 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.  To the extent that the undertaking to indemnify, pay or hold harmless and defend the Mortgagee set forth in this Section 11.02 may be unenforceable because it is violative of any law or public policy, the Owner shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.  Such obligation to indemnify, hold harmless and defend the Mortgagee and other Persons set out above shall apply irrespective of the negligence or strict liability of the Mortgagee or any other indemnified person, unless such loss or injury arises directly out of the gross negligence or willful misconduct of Mortgagee or such other indemnified person.






Section 11.03    Payment Currency. If, under any
applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Owner or the liquidation of the Owner or for any other
reason, any payment under or in connection with this Mortgage is made in a
currency (the 'Payment Currency') other than the currency in which such
payment is due under or in connection with this Mortgage (the 'Contractual Currency'), then to the extent that the amount of such payment actually received by the Mortgagee, when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Mortgage, the Owner, as a separate and independent obligation, shall indemnify and hold harmless the Mortgagee
against the amount of such shortfall. For the purposes of this Section 11.03, 'rate of exchange' means the rate at which the Mortgagee is able on the date of such payment (or, if it is not practicable for the Mortgagee to purchase the contractual currency with the Payment Currency on the date of such payment, at the rate of exchange as soon afterwards as is practicable for the Mortgagee to do so) to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.






Section 11.04    Duties; Taxes.  The Owner shall at its own cost, pay promptly all stamp, documentary and other like duties and taxes to which the Credit Agreement and the other Credit Documents (or any of them) may be subject or give rise and shall indemnify the Mortgagee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Owner to pay any such duties or taxes.






 

ARTICLE XII




COMMUNICATIONS



Section 12.01    Notices.  All notices required to be given to the Mortgagee shall be made to the following address:







  
    
      
Credit Lyonnais New York Branch

1301 Avenue of the Americas

New York, New York 10019

Attention: __________________

Telecopier:  _________________

Telephone:  _________________

      

    

  



All other notices shall be made to the addresses given in 10.02 of the Credit Agreement.





ARTICLE XIII




ASSIGNMENTS



Section 13.01    Assignees.  This Mortgage shall be binding upon and shall inure to the benefit of the Owner, the Mortgagee and the Lenders and their respective transferees, successors and permitted assigns, and references in this Mortgage to any of them shall be construed accordingly.






Section 13.02    No Assignment by Owner.  Except as permitted by the Credit Agreement, the Owner may not assign or transfer any of the Vessels or its rights and/or obligations under this Mortgage.






 

ARTICLE XIV



WAIVER; AMENDMENT



Section 14.01    No Waiver.  None of the terms and conditions of this Mortgage may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Owner and the Mortgagee (with the consent of either the Majority Lenders or, to the extent required by Section 9.01 of the Credit Agreement, all of the Lenders).  No amendment to the Credit Agreement or any other Credit Document which affects the rights and obligations of the Mortgagee hereunder shall be effective without the consent of the Mortgagee thereto.






 

ARTICLE XV




MISCELLANEOUS



Section 15.01    Governing Law.  This Mortgage shall be governed by the federal maritime laws of the United States of America and to the extent necessary by the laws of the State of New York.






Section 15.02    No Invalidity, Etc.  If at any time any one or more of the provisions in this Mortgage is or becomes invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality and enforceability of the remaining provisions of this Mortgage shall not be in any way affected or impaired thereby.






Section 15.03    Delegation of Powers.  The Mortgagee, at any time and from time to time, may delegate by power of attorney or in any other manner to any Person or Persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Mortgagee under this Mortgage in relation to the Vessels.  Any such delegation may be made upon such terms and subject to such regulations as the Mortgagee may think fit.  The Mortgagee shall not be in any way liable or responsible to the Owner for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate (other than gross negligence or willful misconduct); provided such delegation has been made in good faith.






Section 15.04    Certificates Conclusive.  A certification or determination by the Mortgagee as to any matter provided in this Mortgage shall, in the absence of manifest error, be conclusive and binding on the Owner.






Section 15.05    Counterparts.  This instrument may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original.






Section 15.06    Mortgagee. For purposes of the Ship
Maritime Act, the 'mortgagee under this Mortgage is Credit Lyonnais New York Branch, in its capacity as Administrative Agent.






 

ARTICLE XVI



JURISDICTION



Section 16.01    New York.  Any legal action or proceeding with respect to this Mortgage may be brought in the courts of the United States or State of New York sitting in New York and the Owner hereby accepts for itself and its property, generally and unconditionally, the non-exclusive jurisdiction of such court.  The Owner further irrevocably consents to the service of process out of such court in any such action or proceeding in the manner provided for in the Credit Agreement.  Nothing herein shall affect the right of the Mortgagee to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Owner in any other jurisdiction.






Section 16.02    Power to Seize Vessel or Take Action.  Without prejudice to the generality of Section 16.01, the Mortgagee shall have the right to arrest and take action against any Vessel or the Owner at whatever place such Vessel or the Owner shall be found and for the purpose of any action which the Mortgagee may bring before the courts of such jurisdiction or other judicial authority and for the purpose of any action which the Mortgagee may bring against such Vessel, any writ, notice, judgment or other legal process or documents may (without prejudice to any other method of service under applicable law) be served upon the master of such Vessel (or upon anyone acting as the master) and such service shall be deemed good service on the Owner for all purposes.




[remainder of page intentionally blank]


 


 


 



IN WITNESS whereof the Owner has caused this Mortgage to be executed the day and year first before written.




  
    
      
        

GLOBAL INDUSTRIES. LTD.


By:        


      Name: ______________________________

      Title: _______________________________

       

       

        

      

    

  





ACKNOWLEDGMENT OF MORTGAGE


STATE OF TEXAS                § 

                                                
§

COUNTY OF HARRIS          § 


On this ___ day of March, 2004 before me personally appeared ________________ to me known who being by me duly sworn did depose and say that he is the ____________ of [Owner], the limited liability
corporation described in and which executed the foregoing instrument; and that he signed his name thereto pursuant to authority granted to him by said
corporation; and that said instrument is the act and deed of the corporation.

And the said ________________ did further produce to me sufficient proof that he is the ______________ of said
corporation and that he was duly authorized by the said company to execute the foregoing mortgage, and I the notary hereby certify that the signature of the said _______________ on the foregoing mortgage is authentic.
                                                                                   
______________________________________
                                                                                                                Notary Public
 




EXHIBIT A

	OWNER:	GLOBAL INDUSTRIES, LTD.
	 	Vessel Name:	Official Number:	Flag
	 	Amberjack	D956935	USA
	 	Wahoo	D973475	USA
	 	Manta Ray	D639744	USA
	 	Swordfish	D1091526	USA
	 	Hammerhead	D630120	USA
	 	Cobia	D596380	USA
	 	Carp	D593137	USA
	 	Gar	D596733	USA
	 	Barracuda	D603826	USA
	 	Tarpon	D614603	USA
	 	Marlin	D607271	USA
	 	Grouper	D609642	USA
	 	Herring	D614063	USA
	 	Dolphin	D623965	USA
	 	Starfish	D598933	USA
	 	Stingray	D603825	USA
	 	Seabass	D659365	USA
	 	Pompano	D635861	USA
	 	Sandshark	D645540	USA
	 	Blue Runner	D629347	USA


 

EXHIBIT B



List of Lenders



Credit Lyonnais New York Branch

1301 Avenue of the Americas

New York, New York  10019



Panama

                                                                                                                                                           


first preferred SHIP mortgage




 




GLOBAL INTERNATIONAL VESSELS Ltd.



and


CREDIT
LYONNAIS NEW YORK BRANCH
as
Administrative Agent

 

For the Lenders

Named Herein




Dated March 9,
2004

 

 

                                                                                                                                                           


 







index

Section            
      Matter                                                                                                       
   
Page

ARTICLE I........... DEFINITIONS AND
INTERPRETATION......................................................
2



ARTICLE II.......... THE MORTGAGE............................................................................................
4

ARTICLE III........ PAYMENT COVENANTS..............................................................................
5

ARTICLE IV........ PRESERVATION OF SECURITY...................................................................
5

ARTICLE V......... COVENANTS..................................................................................................
7

ARTICLE VI........ PROTECTION OF SECURITY.......................................................................
8

ARTICLE VII....... ENFORCEABILITY AND MORTGAGEES
POWERS..................................
9

ARTICLE VIII...... APPLICATION OF MONEYS......................................................................
11

ARTICLE IX........ FURTHER ASSURANCES............................................................................
12

ARTICLE X......... POWER OF ATTORNEY..............................................................................
12

ARTICLE XI........ EXPENSES AND INDEMNITIES.................................................................
13

ARTICLE XII....... COMMUNICATIONS...................................................................................
14

ARTICLE XIII...... ASSIGNMENTS............................................................................................
15

ARTICLE XIV..... WAIVER; AMENDMENT.............................................................................
15

ARTICLE XV....... MISCELLANEOUS.......................................................................................
15

ARTICLE XVI..... JURISDICTION.............................................................................................
16







FIRST PREFERRED SHIP
MORTGAGE

        This FIRST PREFERRED SHIP MORTGAGE
(this 'Mortgage') dated as of March 9, 2004 is by Global International
Vessels Ltd., a company organized under the laws of the Cayman Islands having
its principal offices at 8000 Global Drive, Carlyss, Louisiana 70665 (the 'Owner'), in favor of CREDIT LYONNAIS NEW YORK BRANCH, having offices at
1301 Avenue of the Americas, New York, New York 10019, as Administrative Agent
and mortgagee (in such capacity, the 'Mortgagee') for the benefit of the
Lenders (as defined in the Credit Agreement referred to below).

RECITALS

A.        The
Owner is the sole owner of the whole (100%) of the vessel described on
Exhibit A attached hereto and made a part hereof.

B.         Pursuant to the terms of
the Credit Agreement dated as of March 9, 2004 (as the same may be amended or
supplemented from time to time, the 'Credit
Agreement' and which has been attached to this Mortgage as Exhibit C and
forms an integral part hereof) and made by and among Global Industries, Ltd., a
Louisiana corporation, and Global Offshore Mexico, S. de. R.L. de C.V., a
Mexican sociedad de responsabilidad limitada de capital variable (together, the
'Borrowers'), Credit Lyonnais New York Branch, as Administrative Agent,
and the lenders identified in Exhibit B attached hereto and who hereafter may
become a party thereto ('Lenders'), the Lenders agreed to make available
to the Borrowers a credit facility in the maximum principal amount at any one
time outstanding of One Hundred Fifty Million United States Dollars
(US$150,000,000) (the 'Credit Facility') in the form of Advances and
Letters of Credit (each as defined in the Credit Agreement).  The Credit Facility, and interest, fees
and commissions thereon, are to be paid and repaid, as the case may be, as
provided in the Credit Agreement and the Notes (as defined in the Credit
Agreement).  The Credit Facility is
evidenced by the Credit Agreement, the Notes and the other Credit Documents (as
defined in the Credit Agreement).

C.        The
Owner has executed a Guaranty of the Borrowers' obligations under the Credit
Facility (the 'Guaranty').  It is
required under the terms of the Credit Agreement that the Owner shall grant and
execute this Mortgage as security for its obligations under the Guaranty and the
Borrowers' obligations under the Credit Facility.

D.       
Therefore, the Owner, in order to secure its obligations under the
Guaranty and the Borrowers' obligations under the Credit Agreement and the
Credit Documents, and the performance and observance of and compliance with all
of the covenants, terms and conditions contained in this Mortgage, has duly
authorized the execution and delivery of this Mortgage under and pursuant to the
provisions of Chapter V Title IV of Book Second of the Code of Commerce of the
Republic of Panama and other pertinent legislation, which is entered into by the
Owner in consideration of the Lenders agreeing, at the request of the Owner and
the Borrowers, to make the Credit Facility available to the Borrowers and as a
condition thereto and for other good and valuable consideration provided by the
Lenders (the sufficiency of which the Owner hereby acknowledges).

NOW, THEREFORE, the
Owner and the Mortgagee agree as follows:

ARTICLE
I

DEFINITIONS AND
INTERPRETATION

Section 1.01         
In this Mortgage unless the context otherwise requires, the
following expressions shall have the following meanings:

'Borrowers' has the meaning set forth in
the Recitals hereof.

'Casualty Event' has the meaning set
forth in the Credit Agreement.

'Commitment' has the meaning set forth in
the Credit Agreement.

'Credit Agreement' has the meaning set
forth in the Recitals hereof.

'Credit Documents' has the meaning set
forth in the Credit Agreement.

'Credit Facility' has the meaning set
forth in the Recitals hereof.

'Credit Facility Period' means the period
commencing on the Effective Date and ending on the date upon which all amounts
owing under the Credit Facility and all other amounts due to the Lenders
pursuant to the Credit Agreement and the other Credit Documents have been repaid
in full and the Credit Agreement has terminated.

'Effective Date' means the date of this
Mortgage.

'Excepted Liens' has the meaning set
forth in Section 6.01(b) hereof.

'Guaranty' has the meaning set forth in
the Recitals hereof.

'Insurance Policies' has the meaning set
forth in the Credit Agreement.

'Lenders' has the meaning set forth in
the Recitals hereof.

'Lien' has the meaning set forth in the
Credit Agreement.

'Loan Party' has the meaning set forth in
the Credit Agreement.

'Material Partial Loss' has the meaning
set forth in the Credit Agreement.

'Mortgage' has the meaning set forth in
the first paragraph hereof.

'Mortgagee' has the meaning set forth in
the first paragraph hereof.

'Notes' has the meaning set forth in the
Credit Agreement.

'Owner' has the meaning set forth in the
first paragraph hereof.

'Requisition Compensation' means all
moneys or other compensation payable during the Credit Facility Period by reason
of requisition for title or other compulsory acquisition of the Vessel otherwise
than by requisition for hire.

'Secured Indebtedness' means all
obligations and liabilities of the Owner under the Guaranty and of the Borrowers
and the other Loan Parties (whether for principal, interest, fees, reimbursement
obligations, expenses or any other charges whatsoever), now existing or
hereafter incurred under, arising out of or in connection with, any Credit
Document to which it is a party including, without limitation, in the case of
the Owner, the Guaranty, the Credit Agreement and the Notes, and the due
performance and compliance by the Owner, the Borrowers, and the other Loan
Parties with the terms of each such Credit Document.

'Total Loss' has the meaning set forth in
the Credit Agreement.

'United States Dollars' and 'US$'
means the lawful currency of the United States of America.

'Vessel' means the Vessel described on
Exhibit A hereto, and includes any share or interest therein, and its
engines, generators, drilling machinery and equipment, masts, winches, anchors,
chains, pumps and pumping equipment, furniture and fittings, boats, tackle,
outfit, spare gear, fuel, consumable or other stores, belongings and
appurtenances whether on board or ashore and whether now owned or hereafter
acquired and all additions, improvements and replacements hereafter made in or
to said Vessel or any part thereof and all of their freight, hires and
earnings.

Section 1.02         
Except where otherwise expressly provided or unless the context
otherwise requires, words and expressions defined in the Credit Agreement shall
bear the same meanings when used but not otherwise defined in this
Mortgage.

Section 1.03         
In this Mortgage:

(a)               
section headings are inserted for convenience only and shall
not affect the construction of this Mortgage and, unless otherwise specified,
all references to Sections are to sections of this Mortgage;

(b)              
unless the context otherwise requires, words denoting the
singular number shall include the plural and vice versa;

(c)               
references to Persons include bodies corporate and
unincorporated;

(d)              
references to assets include property, rights and assets of
every description;

(e)               
references to any document are to be construed as references to
such document as amended or supplemented from time to time; and

(f)                
references to any enactment include re-enactments, amendments
and extensions thereof.

ARTICLE
II

THE
MORTGAGE

Section 2.01         
Granting Clause. 
In order to secure the payment of the Secured Indebtedness and to secure
the performance and observance of and compliance with the covenants, terms and
conditions contained in this Mortgage and the other Credit Documents to which it
is a party, the Owner has GRANTED, CONVEYED and MORTGAGED and does by these
presents GRANT, CONVEY and MORTGAGE unto the Mortgagee for the benefit of the
Lenders and their respective successors and assigns, the whole (100%) of the
Vessel; TO HAVE AND TO HOLD the same unto the Mortgagee for the benefit of the
Lenders and their respective successors and assigns forever, upon the terms
herein set forth.

Section 2.02         
Termination. 
If (a) the Owner and the Borrowers or their respective successors and
assigns shall pay or cause to be paid to the Mortgagee and the other Lenders and
their respective successors or assigns the Secured Indebtedness in full as and
when the same shall become due and payable in accordance with the terms of the
Credit Agreement, the Notes, the Guaranty, this Mortgage and the other Credit
Documents (other than the reimbursement and contingent indemnification
obligations to the extent no unsatisfied claim with respect thereto has been
asserted); (b) the Owner and the Borrowers or their respective successors and
assigns shall observe and comply with the covenants, terms and conditions
contained in the Credit Agreement, the Notes, the Guaranty, this Mortgage and
the other Credit Documents expressed or implied to be performed, observed or
complied with by or on the part of the Owner, the Borrowers and their respective
successors and assigns, and (c) the Commitments have been terminated, then these
presents and the rights hereunder shall cease, determine and be void and, in
such event, the Mortgagee agrees by accepting this Mortgage to furnish, execute
and record, at the expense of the Owner, all such documents as the Owner may
reasonably require to discharge this Mortgage, otherwise to be and remain in
full force and effect.

Section 2.03         
Partial Release; No Waiver.  If the Vessel subject to this Mortgage
is sold, transferred, conveyed or otherwise disposed, whether as permitted by
Section 6.03 of the Credit Agreement or otherwise with the consent of the
Lenders, the Vessel shall be released in writing by the Mortgagee from the lien
of this Mortgage upon payment by the Owner to the Mortgagee of such amount as
may be required by Section 6.03 of the Credit Agreement with respect to sales
permitted by Section 6.03 of the Credit Agreement or otherwise as may be agreed
by Mortgagee and the Lenders. 
Notwithstanding anything to the contrary herein, it is not intended that
any provision of this Mortgage shall waive the preferred status of this Mortgage
and that if any provision or part thereof herein shall be construed as waiving
the preferred status of this Mortgage then such provision shall to such extent
be void and of no effect. 


Section 2.04         
Owner Liable. 
The Owner shall remain liable to perform all the obligations assumed by
it in relation to the Vessel; and until such time as the Mortgagee or any Lender
shall become the owner thereof following foreclosure, neither the Mortgagee nor
any other Lender shall be under any obligation of any kind whatsoever in respect
thereof or be under any liability whatsoever in event of any failure by the
Owner to perform its obligations in respect thereof.

Section 2.05         
Recordation under the Requirements of Panamanian
Law.  For the purpose of this
Mortgage and its filing and recordation as required by the Article 1515 of the
Panamanian Commercial Code, (i) the total amount of the Secured Indebtedness is
$150,000,000.00 of principal (being the maximum amount that may be outstanding
at any one time), plus interest, expenses and fees thereon plus the performance
of mortgage covenants; (ii) the interest of the Owner (mortgagor) in the Vessel
is 100% and the interest mortgaged to the Mortgagee is 100%; (iii) the
respective addresses of the Owner (mortgagor) and Mortgagee are as set forth on
the first page of this Mortgage; (iv) the Maturity Date is March 9, 2007, and
(v) the discharge amount of the Mortgage is the same as the total amount, and
upon receipt thereof, the Mortgagee shall release the Vessel from the lien of
this Mortgage.  The Mortgagee
expressly does not waive the preferred status of this Mortgage.

ARTICLE
III

PAYMENT
COVENANTS

Section 3.01         
Payment Obligations.  The Owner hereby covenants with the
Mortgagee and the other Lenders:

(a)               
to pay and indemnify the Mortgagee and the other Lenders for
all such reasonable expenses, claims, liabilities, losses, costs, duties, fees,
charges, or other moneys as are stated in this Mortgage to be payable by the
Owner to or recoverable from the Owner by the Mortgagee and the other Lenders
(or in respect of which the Owner agrees in this Mortgage to indemnify the
Mortgagee and the other Lenders) at the times and in the manner specified in
this Mortgage;

(b)              
to pay interest on any such reasonable expenses, claims,
liabilities, losses, costs, duties, fees, charges or other moneys referred to in
Section 3.01(a) from the date on which the relevant expense, claim, liability,
loss, cost, duty, fee, charge or other money is paid by the Mortgagee or any
other Lender (both before and after any relevant judgment) at the rates
specified in Section 2.06 of the Credit Agreement; and

(c)               
to pay and perform its obligations which may be or become due
or owing to the Mortgagee or any other Lender, as the case may be, under this
Mortgage and the other Credit Documents to which the Owner is or is to be a
party at the times and in the manner specified herein or therein.

ARTICLE
IV

PRESERVATION OF
SECURITY

Section 4.01         
Owner's Covenants Concerning the Security.  It is declared and agreed
that:

(a)               
the security created by this Mortgage shall be held by the
Mortgagee as a continuing security for the payment of the Secured Indebtedness
and that the security so created shall not be satisfied by any intermediate
payment or satisfaction of any part of the Secured Indebtedness;

(b)              
the security so created shall be in addition to and shall not
in any way be prejudiced or affected by any of the other Credit
Documents;

(c)               
the Mortgagee shall not have to wait for any Lender to enforce
any of the other Credit Documents, to the extent it may do so pursuant to the
terms thereof, before enforcing the security created by this Mortgage;

(d)              
no failure or delay on the part of the Mortgagee in exercising
any right, power or privilege hereunder and no course of dealing between the
Owner and the Mortgagee or any other Lender shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder. 
The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which the Mortgagee or any other Lender
would otherwise have.  No notice to
or demand on the Owner in any case shall entitle the Owner to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Mortgagee or the Lenders to any other or further
action in any circumstances without notice or demand; and

(e)               
any waiver by the Mortgagee of any terms of this Mortgage or
any consent given by the Mortgagee under this Mortgage shall only be effective
if given in writing and then only for the purpose and upon the terms for which
it is given.

Section 4.02         
Settlements; No Waiver.  Any settlement or discharge under this
Mortgage between the Mortgagee and the Owner shall be conditional upon no
security or payment to the Mortgagee or the Lenders or any of them by the
Borrowers, any Guarantor, or any other Person being avoided or set-aside or
ordered to be refunded or reduced by virtue of any provision or enactment
relating to bankruptcy, insolvency, administration or liquidation for the time
being in force and, if such condition is not satisfied, the Mortgagee shall be
entitled to recover from the Owner on demand the value of such security or the
amount of any such payment as if such settlement or discharge had not
occurred.

Section 4.03         
Mortgagees Rights Not Affected.  The rights of the Mortgagee under this
Mortgage and the security hereby constituted shall not be affected by any act,
omission, matter or thing which, but for this provision, might operate to
impair, affect or discharge such rights and security, in whole or in part,
including without limitation, and whether or not known to or discoverable by the
Borrowers, any Loan Party, the Mortgagee, any Lender or any other
Person:

(a)               
any waiver granted to or composition with the Borrowers, any
Loan Party, or any other Person; or

(b)              
the taking, variation, compromise, renewal or release of or
refusal or neglect to perfect or enforce any rights, remedies or securities
against any of the Borrowers, any Loan Party, or any other Person; or

(c)               
any legal limitation, disability, incapacity or other
circumstances relating to the Borrowers, any Loan Party, or any other Person;
or

(d)              
any amendment or supplement to the Credit Agreement, any of the
other Credit Documents or any other document or security; or

(e)               
the dissolution, liquidation, amalgamation, reconstruction or
reorganization of any of the Borrowers, any Loan Party, or any other Person;
or

(f)                
the unenforceability, invalidity or frustration of any
obligations of any of the Borrowers, any Loan Party, or any other Person under
the Credit Agreement, any of the other Credit Documents, or any other document
or security.

Section 4.04         
Moneys Received by Mortgagee.  Until the Secured Indebtedness has been
unconditionally and irrevocably paid in full to the satisfaction of the
Mortgagee and the Commitments have been terminated, any moneys received,
recovered or realized under Article VII relating in whole or in part to the
Secured Indebtedness shall be held in a cash collateral account as security for
the Secured Indebtedness and applied to the Secured Indebtedness in accordance
with Section 7.06 of the Credit Agreement.

ARTICLE
V

COVENANTS

Section 5.01         
Owner's Covenants Concerning the Vessel and Other
Matters.  The Owner covenants
with the Mortgagee and the other Lenders that throughout the Credit Facility
Period the Owner will:

(a)               
keep the Vessel documented in its name as a Panamanian vessel
and will not cause or allow such documentation to be forfeited or
imperiled;

(b)              
place, and use due diligence to retain, a properly certified
copy of this Mortgage on board the Vessel with her papers and cause such
certified copy of this Mortgage to be exhibited to any and all Persons (and to
any representative of the Mortgagee on demand) having business with the Vessel
which might give rise to any Lien thereon other than the Lien of this Mortgage,
Liens for wages of the crew (including the master of the Vessel), Liens for
general average or salvage, Liens for wages of stevedores and other maritime
Liens incurred in the ordinary course of business provided such other maritime
liens are inferior to the Liens created by this Mortgage (all such Liens herein
collectively called 'Excepted Liens'); and to place and keep prominently
displayed in the chart room and in the master's cabin of the Vessel a framed
printed notice in plain type in English of such size that the paragraph of
reading matter shall cover a space not less than 6 inches wide and 9 inches high
reading as follows:

NOTICE OF MORTGAGE


  
This Vessel
is covered by a First Preferred Ship Mortgage to Credit Lyonnais New York
Branch, as Administrative Agent and Mortgagee for the benefit of the Lenders
referred to in the said Mortgage pursuant to the provisions of Chapter V Title
IV of Book Second of the Code of Commerce of the Republic of Panama and other
pertinent legislation and pursuant also to the terms of the said Mortgage, a
certified copy of which is preserved with the Vessel's papers.  Neither the Owner nor any charterer nor
the master of this Vessel nor any other Person has any right, power or authority
to create, incur or permit to be imposed upon this Vessel any lien whatsoever
other than for crew's wages and salvage and other Excepted Liens (as that term
is defined in said Mortgage); and

  



(c)               
The Owner will, at its sole cost and expense and at no cost to
the Mortgagee, cause this Mortgage to be duly filed with appropriate Registry of
the Republic of Panama and subsequently duly recorded, and will otherwise comply
with and satisfy all the applicable provisions of the Chapter V,  Title IV of Book Second of the Code of
Commerce of the Republic of Panama and other pertinent legislation, in order to
establish, record and maintain this Mortgage as a first preferred mortgage
thereunder upon the Vessel, and will do all such other acts and execute all such
instruments, deeds, conveyances, mortgages and assurances as the Mortgagee shall
reasonably require in order to subject the Vessel to the lien of this Mortgage
as aforesaid.  

ARTICLE
VI

PROTECTION OF
SECURITY

Section 6.01         
Mortgagees Rights.  The Mortgagee shall without prejudice to
its other rights and powers under this Mortgage and the other Credit Documents
be entitled (but not bound) at any time and as often as may be reasonably
necessary to take any such action as it may in the reasonable exercise of its
discretion think fit for the purpose of protecting or maintaining the security
created by this Mortgage and the other Credit Documents (including, without
limitation, such action as referred to in Section 6.02) and all reasonable
expenses, liabilities, or losses (including, without limitation, reasonable
legal fees) so incurred by the Mortgagee and the other Lenders in or about the
protection or maintenance of the said security together with interest payable
thereon according to Section 3.01(b) shall be repayable to it by the Owner on
demand; provided that if no Event of Default exists, the Mortgagee shall give
the Owner written notice prior to taking any such action.  

Section 6.02         
Failure to Insure or Repair.  Without prejudice to the generality of
Section 6.01:

(a)               
if the Owner does not comply in any material respect with any
provision of Article V of this Mortgage and Section 5.02 of the Credit
Agreement, the Mortgagee shall be entitled (but not bound) (i) to effect or to
replace and renew and thereafter to maintain the Insurance Policies in such
manner as the Mortgagee, in its discretion, may think fit and to require that
all policies, contracts and other records relating to the Insurance Policies
(including details of any correspondence concerning outstanding claims) be
forthwith delivered to such brokers as the Mortgagee may nominate, and (ii) to
collect, recover, compromise and give a good discharge for all claims then
outstanding or thereafter arising under the Insurance Policies or any of them
and to take over or institute (if necessary using the name of the Owner) all
such proceedings in connection therewith as is reasonably necessary and to
permit the brokers= through whom the
collection or recovery is effected to charge the usual brokerage therefor,
and

(b)              
if the Owner does not comply in any material respect with any
provision of Section 5.13 of the Credit Agreement, the Mortgagee shall be
entitled (but not bound) to arrange for the carrying out of such repairs to
and/or surveys of the Vessel as it deems reasonably expedient or
necessary.

ARTICLE
VII

ENFORCEABILITY AND MORTGAGEES
POWERS

Section 7.01         
Events of Default. 
During the continuance of any of the Events of Default specified in the
Credit Agreement but without the necessity for any court order or declaration in
any jurisdiction to the effect that an Event of Default has occurred, the
security constituted by this Mortgage shall become immediately enforceable and
the Mortgagee shall be entitled, as and when it may see fit, to put into force
and exercise all or any of the powers possessed by it as mortgagee of  the Vessel or otherwise and in
particular:

(a)               
to exercise all the rights and remedies in foreclosure and
otherwise given to mortgagees by applicable law;

(b)              
to take possession of the Vessel or any of them whether
actually or constructively and/or otherwise to take control of  the Vessel wherever located and cause
the Owner or any other Person in possession of the Vessel forthwith upon demand
to surrender the same to the Mortgagee without legal process and without
liability of the Mortgagee for any losses or damages incurred thereby and
without having to render accounts to the Owner in connection therewith;

(c)               
to require that all policies, contracts, certificates of entry
and other records relating to the Insurance Policies (including details of and
correspondence concerning outstanding claims) be forthwith delivered to or to
the order of the Mortgagee;

(d)              
to collect, recover, compromise and give a good discharge for
any and all moneys or claims for moneys then outstanding or thereafter arising
under the Insurance Policies or any Requisition Compensation and to permit any
brokers through whom collection or recovery is effected to charge the usual
brokerage therefor;

(e)               
to take over or institute (if necessary using the name of the
Owner) all such proceedings in connection with the Vessel, the Insurance
Policies, or any Requisition Compensation as the Mortgagee thinks reasonably
necessary and to discharge, compound, release or compromise claims against the
Owner in respect of the Vessel which have given or may give rise to any charge
or Lien on the Vessel or which are or may be enforceable by proceedings against
the Vessel;

(f)                
following acceleration of the Credit Facility, to sell the
Vessel or any share therein, upon advance notice of ten (10) consecutive days
published in any newspaper authorized to publish legal notices of that kind in
the hailing port and the places of sale of the Vessel and by sending notice of
such sale at least fourteen (14) days prior to the date fixed for such sale to
the Owner, free from any claim of or by the Owner of any nature whatsoever, and
with or (subject to the rights of third parties under applicable law) without
the benefit of any charter party or other contract for her employment, by public
auction or private contract at such place and upon such commercially reasonable
terms (including, without limitation, on terms such that payment of some or all
of the purchase price be deferred) as the Mortgagee in its absolute discretion
may determine with power to postpone any such sale, without being answerable for
any loss occasioned by such sale or resulting from postponement thereof, and/or
itself to purchase the Vessel at any such public auction and to set off the
purchase price against all or any part of the Secured Indebtedness in the manner
specified in Section 9.01 herein; provided, however that in the event the Vessel
shall be offered for sale by private sale, no newspaper publication of notice
shall be required, nor notice of adjournment of sale;

(g)               
subject to the rights of any charter, to manage, insure,
maintain and repair the Vessel and to charter, employ, sail or lay up the Vessel
in such manner, upon such terms and for such period as the Mortgagee deems
reasonably expedient; and for the purposes aforesaid the Mortgagee shall be
entitled to do all acts and things reasonably incidental or conducive thereto
and in particular to enter into such arrangements respecting the Vessel, and the
insurance, management, maintenance, repair, classification, chartering and
employment of the Vessel, in all respects as if the Mortgagee were the owner of
the Vessel and without being responsible for any loss thereby incurred;

(h)               
to recover from the Owner on demand any liabilities, losses and
reasonable expenses as may be incurred by the Mortgagee in or about the exercise
of the power vested in the Mortgagee under Section 7.01(g);

(i)                 
generally and in addition, but not in lieu of any of the above
rights, to recover from the Owner on demand any liabilities, losses and
reasonable expenses incurred by the Mortgagee in or about or incidental to the
exercise by it of any of the powers aforesaid; and

(j)                
generally, take any other action or exercise any other right
permitted by applicable law.

Section 7.02         
Sufficiency of Payments Received.  The Mortgagee shall not be obliged to
make any enquiry as to the nature or sufficiency of any payment received by it
under this Mortgage or to make any claim, take any action or enforce any rights
and benefits assigned to the Mortgagee by this Mortgage or to which the
Mortgagee may at any time be entitled hereunder.

Section 7.03         
Mortgagee, Lenders Not Liable.  Neither the Mortgagee, the Lenders, nor
any of their agents, managers, officers, employees, delegates and advisers shall
be liable for any expense, claim, liability, loss, cost, damage or expense
incurred or arising in connection with the exercise or purported exercise of any
rights, powers and discretions under this Mortgage in the absence of its, his,
or her gross negligence or willful misconduct.

Section 7.04         
No Mortgagee-in-Possession.  To the fullest extent permitted by law,
the Mortgagee shall not by reason of the taking possession of the Vessel be
liable to account as mortgagee-in-possession or for anything except actual
receipts or be liable for any loss upon realization or for any default or
omission for which a mortgagee-in-possession might be liable.

Section 7.05         
Purchaser's Rights on Sale.  Upon any sale of the Vessel or any share
therein by the Mortgagee, the purchaser shall not be bound to see or enquire
whether the Mortgagees power of sale has arisen in the manner provided in this
Mortgage and the sale shall be deemed to be within the power of the Mortgagee
and the receipt of the Mortgagee for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of
application of the proceeds of sale or be in any way answerable
therefor.

Section 7.06         
Divestiture of Owner's Rights.  A sale of the Vessel made in pursuance
of this Mortgage, whether under the power of sale hereby granted or any judicial
proceedings, shall operate to divest all right, title and interest of any nature
whatsoever of the Owner therein and thereto, and shall bar the Owner, its
successors and assigns, and all Persons claiming by, through or under them.  No purchaser shall be bound to inquire
whether notice has been given or whether any default has occurred, or as to the
propriety of the sale, or as to application of the proceeds
thereof.

ARTICLE
VIII

APPLICATION OF
MONEYS

Section 8.01         
Recoveries;
Application. 
All moneys received by the Mortgagee, including, without
limitation:

(a)               
in respect of sale of the Vessel or any part
thereof;

(b)              
in respect of recovery under the Insurance Policies in respect
of Casualty Events, Material Partial Losses and Total Losses not used to repair
or replace the Vessel within the time required by the Credit
Agreement,

(c)               
in respect of Requisition Compensation,


shall
be held and applied


FIRST:
to the extent not already paid, to pay or make good all such reasonable
expenses, liabilities, losses, costs, duties, fees, charges or other moneys
whatsoever (together with interest payable thereon under Section 3.01(b)) as may
have been paid or incurred by the Mortgagee in or about or incidental to the
exercise by the Mortgagee of the powers specified or otherwise referred to in
Article VI and Section 7.01 (or any of them) arising out of or in connection
with the Mortgagee=s duties as
Mortgagee;


SECOND: to pay or furnish indemnity in the
proper amounts against any commitments or encumbrances which, in the reasonable
opinion of the Mortgagee, have or may have priority over this
Mortgage;


THIRD:
except to the extent Owner is entitled to retain such moneys under the
provisions of the Credit Agreement, to pay the Secured Indebtedness and to
provide cash collateralization for outstanding Letters of Credit in accordance
with the terms of the Credit Agreement;
and


FOURTH: the surplus (if any) shall be paid to
the Owner or to whomsoever else may be entitled
thereto.


ARTICLE
IX

FURTHER
ASSURANCES

Section 9.01         
Perfection and Preservation of the Collateral.  The Owner shall execute and do all such
assurances, acts and things as the Mortgagee may reasonably require
for:

(a)               
perfecting or protecting the security created (or intended to
be created) by this Mortgage; or

(b)              
preserving or protecting any of the rights of the Mortgagee and
the other Lenders under this Mortgage; or

(c)               
ensuring that the security constituted by this Mortgage and the
covenants and obligations of the Owner under this Mortgage shall inure to the
benefit of any transferee, successor or assignee of the Mortgagee as is referred
to in Section 13.01; or

(d)              
enforcing the security constituted by this Mortgage on or at
any time after the same shall have become enforceable; or

(e)               
the exercise of any power, authority or discretion vested in
the Mortgagee under this Mortgage,

in any such case, forthwith upon
demand by the Mortgagee and at the expense of the Owner.


ARTICLE
X

POWER OF
ATTORNEY

Section 10.01      Owner's Attorney. 
The Owner, by way of security and in order to more fully secure the
performance of the Owner's obligations under this Mortgage, hereby irrevocably
appoints the Mortgagee as its attorney for the duration of the Credit Facility
Period for the purposes of:

(a)               
doing in its name all acts and executing, signing and (if
required) registering in its name all documents which the Owner itself could do,
execute, sign or register in relation to the Vessel (including without
limitation, transferring title to the Vessel to a third party), provided,
however, that such power shall not be exercisable by or on behalf of the
Mortgagee until this Mortgage shall have become immediately enforceable pursuant
to Section 7.01;

(b)              
executing, signing, perfecting, doing and (if required)
registering every such further assurance document, act, or thing as is referred
to in Article IX; and

(c)               
during the continuance of any Event of Default, demanding,
collecting, receiving, compromising, and suing for all freights, hires,
earnings, issues, revenues and income of the Vessel.

Section 10.02      Third Parties. 
The exercise of such power as is referred to in Section 10.01(a) by or on
behalf of the Mortgagee shall not put any Person dealing with the Mortgagee upon
any enquiry as to whether this Mortgage has become enforceable nor shall such
Person be in any way affected by notice that this Mortgage has not become
enforceable and, in relation to Sections 10.01(a), 10.01(b) and 10.01(c),
the exercise by the Mortgagee of such power shall be conclusive evidence as
against third parties of its right to exercise the same.

ARTICLE
XI

EXPENSES AND
INDEMNITIES

Section 11.01      Mortgage Preparation.  The Owner agrees to pay all reasonable
out-of-pocket costs and expenses of the Mortgagee in connection with the
negotiation, preparation, execution and delivery of this Mortgage and any
amendment, waiver, release or consent relating thereto (including, without
limitation, the reasonable fees and disbursements of counsel and any valuation
fees) and, after the occurrence and during the continuance of an Event of
Default, each of the Mortgagee and the Lenders in connection with the
enforcement of this Mortgage (including, without limitation, the actual
reasonable fees and disbursements of counsel for the Mortgagee and the
Lenders).

Section 11.02      Owner's Indemnity. 

Without limiting the foregoing
Section 11.01, the Owner hereby further indemnifies the Mortgagee, each other
Lender, and their respective officers, directors, employees, representatives and
agents from and holds harmless and agrees to defend each of them against any and
all losses, liabilities, obligations, claims, damages, or reasonable expenses
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 the Mortgagee is a party thereto) related to the
entering into and/or performance of this Mortgage hereunder or the consummation
of any transactions contemplated hereby, whether initiated by the Owner or any
other Person, including without limitation, the actual reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding or (b) any personal injury to or death of or
any loss or damage to property of any Person or (c) the actual or alleged
presence of Hazardous Materials in the air, surface water, groundwater, surface
or subsurface of the Vessel, facility or location at any time owned or operated
by the Owner or any of its Affiliates, the generation, storage, transportation
or disposal of Hazardous Materials at the Vessel, facility or location at any
time owned or operated by the Owner or any of its Affiliates, the non-compliance
of the Vessel, facility or location at any time owned or operated by the Owner
or any of its Affiliates with federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to the Vessel,
or any such facility or location, or any violation or alleged violation of any
Environmental Laws asserted against the Owner, any of its Affiliates, or the
Vessel, or any facility or location at any time owned or operated by the Owner
or any of its Affiliates, 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.  To the extent that the
undertaking to indemnify, pay or hold harmless and defend the Mortgagee set
forth in this Section 11.02 may be unenforceable because it is violative of any
law or public policy, the Owner shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law. 
Such obligation to indemnify, hold harmless and defend the Mortgagee and
other Persons set out above shall apply irrespective of the negligence or strict
liability of the Mortgagee or any other indemnified person, unless such loss or
injury arises directly out of the gross negligence or willful misconduct of
Mortgagee or such other indemnified person.

Section 11.03      Payment Currency. 
If, under any applicable law or regulation, and whether pursuant to a judgment
being made or registered against the Owner or the liquidation of the Owner or
for any other reason, any payment under or in connection with this Mortgage is
made in a currency (the 'Payment
Currency') other than the currency in which such payment is due under or in
connection with this Mortgage (the 'Contractual Currency'), then to the
extent that the amount of such payment actually received by the Mortgagee, when
converted into the Contractual Currency at the rate of exchange, falls short of
the amount due under or in connection with this Mortgage, the Owner, as a
separate and independent obligation, shall indemnify and hold harmless the
Mortgagee against the amount of such shortfall.  For the purposes of this
Section 11.03, 'rate of exchange' means the rate at which the Mortgagee is able on the date of such payment (or, if it is not practicable for
the Mortgagee to purchase the contractual currency with the Payment Currency on
the date of such payment, at the rate of exchange as soon afterwards as is
practicable for the Mortgagee to do so) to purchase the Contractual Currency
with the Payment Currency and shall take into account any premium and other
costs of exchange with respect thereto.

Section 11.04      Duties; Taxes. 
The Owner shall at its own cost, pay promptly all stamp, documentary and
other like duties and taxes to which the Credit Agreement and the other Credit
Documents (or any of them) may be subject or give rise and shall indemnify the
Mortgagee on demand against any and all liabilities with respect to or resulting
from any delay or omission on the part of the Owner to pay any such duties or
taxes.

ARTICLE
XII

COMMUNICATIONS

Section 12.01      Notices. 
All notices required to be given to the Mortgagee shall be made to the
following address:



  
    

Credit
Lyonnais New York Branch

1301
Avenue of the Americas

New
York, New York 10019

Attention:
__________________

Telecopier:  _________________

Telephone:  _________________

    

  



All other notices shall be
made to the addresses given in 10.02 of the Credit Agreement.

ARTICLE
XIII

ASSIGNMENTS

Section 13.01      Assignees. 
This Mortgage shall be binding upon and shall inure to the benefit of the
Owner, the Mortgagee and the Lenders and their respective transferees,
successors and permitted assigns, and references in this Mortgage to any of them
shall be construed accordingly.

Section 13.02      No Assignment by Owner.  Except as permitted by the Credit
Agreement, the Owner may not assign or transfer the Vessel or its rights and/or
obligations under this Mortgage.

ARTICLE
XIV

WAIVER;
AMENDMENT

Section 14.01      No Waiver. 
None of the terms and conditions of this Mortgage may be changed, waived,
modified or varied in any manner whatsoever unless in writing duly signed by the
Owner and the Mortgagee (with the consent of either the Majority Lenders or, to
the extent required by Section 9.01 of the Credit Agreement, all of the
Lenders).  No amendment to the
Credit Agreement or any other Credit Document which affects the rights and
obligations of the Mortgagee hereunder shall be effective without the consent of
the Mortgagee thereto.

ARTICLE
XV

MISCELLANEOUS

Section 15.01      Governing Law. 
This Mortgage shall be governed by the laws of the Republic of  Panama.

Section 15.02      No Invalidity, Etc.  If at any time any one or more of the
provisions in this Mortgage is or becomes invalid, illegal or unenforceable in
any respect under any law or regulation, the validity, legality and
enforceability of the remaining provisions of this Mortgage shall not be in any
way affected or impaired thereby.

Section 15.03      Delegation of Powers.  The Mortgagee, at any time and from time
to time, may delegate by power of attorney or in any other manner to any Person
or Persons all or any of the powers, authorities and discretions which are for
the time being exercisable by the Mortgagee under this Mortgage in relation to
the Vessel.  Any such delegation may
be made upon such terms and subject to such regulations as the Mortgagee may
think fit.  The Mortgagee shall not
be in any way liable or responsible to the Owner for any loss or damage arising
from any act, default, omission or misconduct on the part of any such delegate
(other than gross negligence or willful misconduct); provided such delegation
has been made in good faith.

Section 15.04      Certificates Conclusive.  A certification or determination by the
Mortgagee as to any matter provided in this Mortgage shall, in the absence of
manifest error, be conclusive and binding on the Owner.

Section 15.05      Counterparts. 
This instrument may be executed in any number of counterparts, and each
of such counterparts shall for all purposes be deemed to be an
original.

Section
15.06     
 Special Power
of Attorney.  The Owner and
Mortgagee each hereby confer a special power of attorney on Patton, Moreno &
Asvat lawyers of Panama, Republic of Panama and/or any partner in that firm
authorizing that firm or any partner in that firm to take all necessary steps to
record this Mortgage in the appropriate Registry of the Republic of Panama and
from time to time details of the indebtedness secured by this Mortgage.

ARTICLE
XVI

JURISDICTION

Section 16.01      New York. 
Any legal action or proceeding with respect to this Mortgage may be
brought in the courts of the United States or State of New York sitting in New
York and the Owner hereby accepts for itself and its property, generally and
unconditionally, the non-exclusive jurisdiction of such court.  The Owner further irrevocably consents
to the service of process out of such court in any such action or proceeding in
the manner provided for in the Credit Agreement.  Nothing herein shall affect the right of
the Mortgagee to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Owner in any other
jurisdiction.

Section 16.02      Power to Seize Vessel or Take Action.  Without prejudice to the generality of
Section 16.01, the Mortgagee shall have the right to arrest and take action
against the Vessel or the Owner at whatever place the Vessel or the Owner shall
be found and for the purpose of any action which the Mortgagee may bring before
the courts of such jurisdiction or other judicial authority and for the purpose
of any action which the Mortgagee may bring against the Vessel, any writ,
notice, judgment or other legal process or documents may (without prejudice to
any other method of service under applicable law) be served upon the master of
the Vessel (or upon anyone acting as the master) and such service shall be
deemed good service on the Owner for all purposes.

[remainder of page
intentionally blank]





IN WITNESS whereof the Owner has caused this
Mortgage to be executed the day and year first before written.

                                                                        GLOBAL
INTERNATIONAL VESSELS LTD.



                                                                        By:                                                                  


                                                                       
Name: ______________________________

                                                                       
Title: _______________________________





ACKNOWLEDGMENT OF MORTGAGE

STATE OF
TEXAS                           
§ 

                                                           
§        

COUNTY
OF HARRIS                    
§ 

On this ____ day of March, 2004 before me
personally appeared ________________ to me known who being by me duly sworn did
depose and say that he is the ___________________ of Global International
Vessels Ltd., the company described in and which executed the foregoing
instrument; and that he signed his name thereto pursuant to authority granted to
him by said company; and that said instrument is the act and deed of the
company.

And the said
________________ did further produce to me sufficient proof that he is the
______________ of said company and that he was duly authorized by the said
company to execute the foregoing mortgage, and I the notary hereby certify that
the signature of the said _______________ on the foregoing mortgage is
authentic.


  
    
      
        
          
            
                                                                                   


Notary Public

            

          

        

      

    

  










ACCEPTANCE OF MORTGAGE

CREDIT LYONNAIS NEW YORK BRANCH, a banking institution incorporated in
accordance with the laws of France and as Administrative Agent for the Lenders
('Mortgagee), DOES HEREBY ACCEPT the annexed First Preferred
Ship Mortgage executed in its favor by the Owner as referred to therein covering
the Vessel as defined therein and DOES HEREBY ACCEPT the said Mortgage in all
respect and agrees to all terms and conditions of the said Mortgage.

IN WITNESS whereof the Mortgagee has caused this Acceptance
of Mortgage to be executed this _____ day of March, 2004.

 

SIGNED AND DELIVERED by                                                                     


The duly authorized signatory of Credit Lyonnais New York
Branch

In the presence of                                                                                            


 

 







 

ACKNOWLEDGEMENT OF ACCEPTANCE

STATE OF NEW YORK                  
§ 

                                                           
§ 

COUNTY OF NEW YORK              
§ 

 

           
On this _____ day of March, 2004, before me personally appeared Philippe
Soustra, to me known who being by me duly sworn did depose and say that he is
the Executive Vice President of Credit Lyonnais New York Branch, the company
described in and which executed the foregoing instrument; and that he signed his
name thereto pursuant to authority granted to him by said company; and that said
instrument is the act and deed of the company.


           
And the said Philippe Soustra did further produce to me sufficient proof
that he is the Executive Vice President of said company and that he was duly
authorized by the said company to execute the foregoing acceptance of mortgage,
and I, the notary hereby certify that the signature of the said Philippe Soustra
on the foregoing acceptance of mortgage is authentic.


                                                                       
________________________________________

                                                                                               
Notary Public


 







EXHIBIT A

	
      Vessel
      Name
	
      Owner
	
      Flag
	
      Patente
      No.
	
      Radio Call
      Letters

	
      Ocean
      Winsertor

      	
      Global International
      Vessels Ltd.
	
      Panama
	
      28401-02
	
      HO-2223



 









EXHIBIT B

List of Lenders


Credit
Lyonnais New York Branch

1301
Avenue of the Americas

New York, New York 
10019







EXHIBIT C

Credit Agreement

See Attached









Vanuatu

                                                                                                                                                           


EXHIBIT D



first preferred FLEET mortgage





GLOBAL INDUSTRIES, LTD.
and


CREDIT
LYONNAIS NEW YORK BRANCH
as
Administrative Agent

 

For the Lenders

Named Herein






Dated March ___,
2004

 

 

                                                                                                                                                           


 




TABLE OF CONTENTS


index

Section            
      Matter                                                                                                       
   
Page

ARTICLE I........... DEFINITIONS AND
INTERPRETATION......................................................
2

ARTICLE II.......... THE MORTGAGE............................................................................................
4

ARTICLE III........ PAYMENT COVENANTS..............................................................................
5

ARTICLE IV........ PRESERVATION OF SECURITY...................................................................
5

ARTICLE V......... COVENANTS..................................................................................................
7

ARTICLE VI........ PROTECTION OF SECURITY.......................................................................
8

ARTICLE VII....... ENFORCEABILITY AND MORTGAGEES
POWERS..................................
9

ARTICLE VIII...... APPLICATION OF MONEYS......................................................................
11

ARTICLE IX........ FURTHER ASSURANCES............................................................................
12

ARTICLE X......... POWER OF ATTORNEY..............................................................................
12

ARTICLE XI........ EXPENSES AND INDEMNITIES.................................................................
13

ARTICLE XII....... COMMUNICATIONS...................................................................................
14

ARTICLE XIII...... ASSIGNMENTS............................................................................................
15

ARTICLE XIV..... WAIVER; AMENDMENT.............................................................................
15

ARTICLE XV....... MISCELLANEOUS.......................................................................................
15

ARTICLE XVI..... JURISDICTION.............................................................................................
16







FIRST PREFERRED FLEET
MORTGAGE

        This FIRST PREFERRED FLEET
MORTGAGE (this 'Mortgage') dated as of March ___, 2004 is by [OWNER], a
_________________________ having its principal offices at [8000 Global Drive,
Carlyss, Louisiana 70665] (the 'Owner'), in favor of CREDIT LYONNAIS NEW
YORK BRANCH, having offices at 1301 Avenue of the Americas, New York, New York
10019, as Administrative Agent and mortgagee (in such capacity, the 'Mortgagee') for the benefit of the Lenders (as defined in the Credit
Agreement referred to below).

RECITALS

        A.        The
Owner is the sole owner of the whole (100%) of the vessels described on
Exhibit A attached hereto and made a part hereof.

        B.        
Pursuant to the terms of the Credit Agreement dated as of March __, 2004 (as the
same may be amended or supplemented from time to time, the 'Credit
Agreement') and made by and among [Owner] [Global Industries, Ltd., a
Louisiana corporation], and Global Offshore Mexico, S. de. R.L. de C.V., a
Mexican sociedad de responsabilidad limitada de capital variable (together, the
'Borrowers'), Credit Lyonnais New York Branch, as Administrative Agent,
and the lenders identified in Exhibit B attached hereto and who hereafter may
become a party thereto ('Lenders'), the Lenders agreed to make available
to the Borrowers a credit facility in the maximum principal amount at any one
time outstanding of One Hundred Fifty Million United States Dollars
(US$150,000,000) (the 'Credit Facility') in the form of Advances and
Letters of Credit (each as defined in the Credit Agreement).  The Credit Facility, and interest, fees
and commissions thereon, are to be paid and repaid, as the case may be, as
provided in the Credit Agreement and the Notes (as defined in the Credit
Agreement).  The Credit Facility is
evidenced by the Credit Agreement, the Notes and the other Credit Documents (as
defined in the Credit Agreement).

        C.        [The
Owner has executed a Guaranty of the Borrowers' obligations under the Credit
Facility (the 'Guaranty')].  It is
required under the terms of the Credit Agreement that the Owner shall grant and
execute this Mortgage as security for [its] [the Borrowers'] obligations under
the Credit Facility.

        D.       
Therefore, the Owner, in order to secure its obligations under [the
Guaranty and the Borrowers' obligations under] the Credit Agreement and the
Credit Documents, and the performance and observance of and compliance with all
of the covenants, terms and conditions contained in this Mortgage, has duly
authorized the execution and delivery of this Mortgage under and pursuant to the
Maritime Act of Vanuatu [CAP 131], as amended (the 'Maritime Act  of Vanuatu'), which is entered
into by the Owner in consideration of the Lenders agreeing, at the request of
the [Owner and the] Borrowers, to make the Credit Facility available to the
Borrowers and as a condition thereto and for other good and valuable
consideration provided by the Lenders (the sufficiency of which the Owner hereby
acknowledges).

        NOW, THEREFORE, the
Owner and the Mortgagee agree as follows:

ARTICLE
I

DEFINITIONS AND
INTERPRETATION

        Section 1.01         
In this Mortgage unless the context otherwise requires, the
following expressions shall have the following meanings:

        'Borrowers' has the meaning set forth in
the Recitals hereof.

        'Casualty Event' has the meaning set
forth in the Credit Agreement.

        'Commitment' has the meaning set forth in
the Credit Agreement.

        'Credit Agreement' has the meaning set
forth in the Recitals hereof.

        'Credit Documents' has the meaning set
forth in the Credit Agreement.

        'Credit Facility' has the meaning set
forth in the Recitals hereof.

        'Credit Facility Period' means the period
commencing on the Effective Date and ending on the date upon which all amounts
owing under the Credit Facility and all other amounts due to the Lenders
pursuant to the Credit Agreement and the other Credit Documents have been repaid
in full and the Credit Agreement has terminated.

        'Effective Date' means the date of this
Mortgage.

        'Excepted Liens' has the meaning set
forth in Section 6.01(b) hereof.

        ['Guaranty' has the meaning set forth in
the Recitals hereof.]

        'Insurance Policies' has the meaning set
forth in the Credit Agreement.

        'Lenders' has the meaning set forth in
the Recitals hereof.

        'Lien' has the meaning set forth in the
Credit Agreement.

        'Loan Party' has the meaning set forth in
the Credit Agreement.

        'Maritime Act of Vanuatu' has the meaning
set forth in the Credit Agreement.

        'Material Partial Loss' has the meaning
set forth in the Credit Agreement.

        'Mortgage' has the meaning set forth in
the first paragraph hereof.

        'Mortgagee' has the meaning set forth in
the first paragraph hereof.

        'Notes' has the meaning set forth in the
Credit Agreement.

        'Owner' has the meaning set forth in the
first paragraph hereof.

        'Requisition Compensation' means all
moneys or other compensation payable during the Credit Facility Period by reason
of requisition for title or other compulsory acquisition of any Vessel otherwise
than by requisition for hire.

        'Secured Indebtedness' means all
obligations and liabilities of the Owner under the Guaranty and of the Borrowers
and the other Loan Parties (whether for principal, interest, fees, reimbursement
obligations, expenses or any other charges whatsoever), now existing or
hereafter incurred under, arising out of or in connection with, any Credit
Document to which it is a party including, without limitation, in the case of
the Owner, [the Guaranty,] the Credit Agreement and the Notes, and the due
performance and compliance by [the Owner,] the Borrowers, and the other Loan
Parties with the terms of each such Credit Document.

        'Total Loss' has the meaning set forth in
the Credit Agreement.

        'United States Dollars' and
'US$'
means the lawful currency of the United States of America.

        'Vessels' means the Vessels described on
Exhibit A hereto, and includes any share or interest therein, and each of
their engines, generators, drilling machinery and equipment, masts, winches,
anchors, chains, pumps and pumping equipment, furniture and fittings, boats,
tackle, outfit, spare gear, fuel, consumable or other stores, belongings and
appurtenances whether on board or ashore and whether now owned or hereafter
acquired and all additions, improvements and replacements hereafter made in or
to said Vessels or any part thereof and all of their freight, hires and
earnings.

        Section 1.02         
Except where otherwise expressly provided or unless the context
otherwise requires, words and expressions defined in the Credit Agreement shall
bear the same meanings when used but not otherwise defined in this
Mortgage.

        Section 1.03         
In this Mortgage:

        (a)               
section headings are inserted for convenience only and shall
not affect the construction of this Mortgage and, unless otherwise specified,
all references to Sections are to sections of this Mortgage;

        (b)              
unless the context otherwise requires, words denoting the
singular number shall include the plural and vice versa;

        (c)               
references to Persons include bodies corporate and
unincorporated;

        (d)              
references to assets include property, rights and assets of
every description;

        (e)               
references to any document are to be construed as references to
such document as amended or supplemented from time to time; and

        (f)                
references to any enactment include re-enactments, amendments
and extensions thereof.

ARTICLE
II

THE
MORTGAGE

        Section 2.01         
Granting Clause. 
In order to secure the payment of the Secured Indebtedness and to secure
the performance and observance of and compliance with the covenants, terms and
conditions contained in this Mortgage and the other Credit Documents to which it
is a party, the Owner has GRANTED, CONVEYED and MORTGAGED and does by these
presents GRANT, CONVEY and MORTGAGE unto the Mortgagee for the benefit of the
Lenders and their respective successors and assigns, the whole (100%) of each
Vessel; TO HAVE AND TO HOLD the same unto the Mortgagee for the benefit of the
Lenders and their respective successors and assigns forever, upon the terms
herein set forth.

        Section 2.02         
Termination. 
If (a) the Owner and the Borrowers or their respective successors and
assigns shall pay or cause to be paid to the Mortgagee and the other Lenders and
their respective successors or assigns the Secured Indebtedness in full as and
when the same shall become due and payable in accordance with the terms of the
Credit Agreement, the Notes, the Guaranty, this Mortgage and the other Credit
Documents (other than the reimbursement and contingent indemnification
obligations to the extent no unsatisfied claim with respect thereto has been
asserted); (b) the Owner and the Borrowers or their respective successors and
assigns shall observe and comply with the covenants, terms and conditions
contained in the Credit Agreement, the Notes, the Guaranty, this Mortgage and
the other Credit Documents expressed or implied to be performed, observed or
complied with by or on the part of the Owner, the Borrowers and their respective
successors and assigns, and (c) the Commitments have been terminated, then these
presents and the rights hereunder shall cease, determine and be void and, in
such event, the Mortgagee agrees by accepting this Mortgage to furnish, execute
and record, at the expense of the Owner, all such documents as the Owner may
reasonably require to discharge this Mortgage, otherwise to be and remain in
full force and effect.

        Section 2.03         
Partial Release; No Waiver.  If any Vessel subject to this Mortgage
is sold, transferred, conveyed or otherwise disposed, whether as permitted by
Section 6.03 of the Credit Agreement or otherwise with the consent of the
Lenders, such Vessel shall be released in writing by the Mortgagee from the lien
of this Mortgage upon payment by the Owner to the Mortgagee of such amount as
may be required by Section 6.03 of the Credit Agreement with respect to sales
permitted by Section 6.03 of the Credit Agreement or otherwise as may be agreed
by Mortgagee and the Lenders, and such release shall not affect the Mortgagees
lien on the remaining Vessels, if any. 
Notwithstanding anything to the contrary herein, it is not intended that
any provision of this Mortgage shall waive the preferred status of this Mortgage
and that if any provision or part thereof herein shall be construed as waiving
the preferred status of this Mortgage then such provision shall to such extent
be void and of no effect. 


        Section 2.04         
Owner Liable. 
The Owner shall remain liable to perform all the obligations assumed by
it in relation to each Vessel; and until such time as the Mortgagee or any
Lender shall become the owner thereof following foreclosure, neither the
Mortgagee nor any other Lender shall be under any obligation of any kind
whatsoever in respect thereof or be under any liability whatsoever in event of
any failure by the Owner to perform its obligations in respect
thereof.

        Section 2.05         
Recordation under the Maritime Act of Vanuatu.  For the purpose of this Mortgage and its
filing and recordation as required by the Maritime Act of Vanuatu, (i) the total
amount of the Secured Indebtedness is $150,000,000.00 of principal (being the
maximum amount that may be outstanding at any one time), plus interest, expenses
and fees thereon plus the performance of mortgage covenants; (ii) the interest
of the Owner (mortgagor) in the Vessels is 100% and the interest mortgaged to
the Mortgagee is 100%; (iii) the respective addresses of the Owner (mortgagor)
and Mortgagee are as set forth on the first page of this Mortgage; (iv) the
Maturity Date is March __, 2007, and (v) subject to the partial release
provisions in Section 2.03 above, the discharge amount of the Mortgage is
the same as the total amount, and upon receipt thereof, the Mortgagee shall
release the Vessels from the lien of this Mortgage.  The Mortgagee expressly does not waive
the preferred status of this Mortgage.

ARTICLE
III

PAYMENT
COVENANTS

        Section 3.01         
Payment Obligations.  The Owner hereby covenants with the
Mortgagee and the other Lenders:

        (a)               
to pay and indemnify the Mortgagee and the other Lenders for
all such reasonable expenses, claims, liabilities, losses, costs, duties, fees,
charges, or other moneys as are stated in this Mortgage to be payable by the
Owner to or recoverable from the Owner by the Mortgagee and the other Lenders
(or in respect of which the Owner agrees in this Mortgage to indemnify the
Mortgagee and the other Lenders) at the times and in the manner specified in
this Mortgage;

        b)              
to pay interest on any such reasonable expenses, claims,
liabilities, losses, costs, duties, fees, charges or other moneys referred to in
Section 3.01(a) from the date on which the relevant expense, claim, liability,
loss, cost, duty, fee, charge or other money is paid by the Mortgagee or any
other Lender (both before and after any relevant judgment) at the rates
specified in Section 2.06 of the Credit Agreement; and

        (c)               
to pay and perform its obligations which may be or become due
or owing to the Mortgagee or any other Lender, as the case may be, under this
Mortgage and the other Credit Documents to which the Owner is or is to be a
party at the times and in the manner specified herein or therein.

ARTICLE
IV

PRESERVATION OF
SECURITY

        Section 4.01         
Owner's Covenants Concerning the Security.  It is declared and agreed
that:

        (a)               
the security created by this Mortgage shall be held by the
Mortgagee as a continuing security for the payment of the Secured Indebtedness
and that the security so created shall not be satisfied by any intermediate
payment or satisfaction of any part of the Secured Indebtedness;

        (b)              
the security so created shall be in addition to and shall not
in any way be prejudiced or affected by any of the other Credit
Documents;

        (c)               
the Mortgagee shall not have to wait for any Lender to enforce
any of the other Credit Documents, to the extent it may do so pursuant to the
terms thereof, before enforcing the security created by this Mortgage;

        (d)              
no failure or delay on the part of the Mortgagee in exercising
any right, power or privilege hereunder and no course of dealing between the
Owner and the Mortgagee or any other Lender shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder. 
The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which the Mortgagee or any other Lender
would otherwise have.  No notice to
or demand on the Owner in any case shall entitle the Owner to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Mortgagee or the Lenders to any other or further
action in any circumstances without notice or demand; and

        (e)               
any waiver by the Mortgagee of any terms of this Mortgage or
any consent given by the Mortgagee under this Mortgage shall only be effective
if given in writing and then only for the purpose and upon the terms for which
it is given.

        Section 4.02         
Settlements; No Waiver.  Any settlement or discharge under this
Mortgage between the Mortgagee and the Owner shall be conditional upon no
security or payment to the Mortgagee or the Lenders or any of them by the
Borrowers, any Guarantor, or any other Person being avoided or set-aside or
ordered to be refunded or reduced by virtue of any provision or enactment
relating to bankruptcy, insolvency, administration or liquidation for the time
being in force and, if such condition is not satisfied, the Mortgagee shall be
entitled to recover from the Owner on demand the value of such security or the
amount of any such payment as if such settlement or discharge had not
occurred.

        Section 4.03         
Mortgagees Rights Not Affected.  The rights of the Mortgagee under this
Mortgage and the security hereby constituted shall not be affected by any act,
omission, matter or thing which, but for this provision, might operate to
impair, affect or discharge such rights and security, in whole or in part,
including without limitation, and whether or not known to or discoverable by the
Borrowers, any Loan Party, the Mortgagee, any Lender or any other
Person:

        (a)               
any waiver granted to or composition with the Borrowers, any
Loan Party, or any other Person; or

        (b)              
the taking, variation, compromise, renewal or release of or
refusal or neglect to perfect or enforce any rights, remedies or securities
against any of the Borrowers, any Loan Party, or any other Person; or

        (c)               
any legal limitation, disability, incapacity or other
circumstances relating to the Borrowers, any Loan Party, or any other Person;
or

        (d)              
any amendment or supplement to the Credit Agreement, any of the
other Credit Documents or any other document or security; or

        (e)               
the dissolution, liquidation, amalgamation, reconstruction or
reorganization of any of the Borrowers, any Loan Party, or any other Person;
or

        (f)                
the unenforceability, invalidity or frustration of any
obligations of any of the Borrowers, any Loan Party, or any other Person under
the Credit Agreement, any of the other Credit Documents, or any other document
or security.

        Section 4.04         
Moneys Received by Mortgagee.  Until the Secured Indebtedness has been
unconditionally and irrevocably paid in full to the satisfaction of the
Mortgagee and the Commitments have been terminated, any moneys received,
recovered or realized under Article VII relating in whole or in part to the
Secured Indebtedness shall be held in a cash collateral account as security for
the Secured Indebtedness and applied to the Secured Indebtedness in accordance
with Section 7.06 of the Credit Agreement.

ARTICLE
V

COVENANTS

        Section 5.01         
Owner's Covenants Concerning the Vessels and Other
Matters.  The Owner covenants
with the Mortgagee and the other Lenders that throughout the Credit Facility
Period the Owner will:

        (a)               
keep each Vessel documented in its name as a Vanuatu vessel and
will not cause or allow such documentation to be forfeited or imperiled;

        (b)              
place, and use due diligence to retain, a properly certified
copy of this Mortgage on board each Vessel with her papers and cause such
certified copy of this Mortgage to be exhibited to any and all Persons (and to
any representative of the Mortgagee on demand) having business with such Vessel
which might give rise to any Lien thereon other than the Lien of this Mortgage,
Liens for wages of the crew (including the master of the Vessel), Liens for
general average or salvage, Liens for wages of stevedores when employed directly
by a person listed in SS 59(2) of the Maritime Act of Vanuatu, and other
maritime Liens incurred in the ordinary course of business provided such other
maritime liens are inferior to the Liens created by this Mortgage (all such
Liens herein collectively called 'Excepted Liens'); and to place and keep prominently
displayed in the chart room and in the master's cabin of each Vessel a framed
printed notice in plain type in English of such size that the paragraph of
reading matter shall cover a space not less than 6 inches wide and 9 inches high
reading as follows:

NOTICE OF MORTGAGE


  
This Vessel
is covered by a First Preferred Fleet Mortgage to Credit Lyonnais New York
Branch, as Administrative Agent and Mortgagee for the benefit of the Lenders
referred to in the said Mortgage under authority of the Maritime Act of Vanuatu
[CAP 131], as amended.  Under the
terms of the said Mortgage neither the Owner nor any charterer nor the master of
this Vessel nor any other Person has any right, power or authority to create,
incur or permit to be imposed upon this Vessel any lien whatsoever other than
for crew's wages and salvage and other Excepted Liens (as that term is defined
in said Mortgage); and

  



        (c)               
The Owner will, at its sole cost and expense and at no cost to
the Mortgagee, cause this Mortgage to be duly filed with the Office of the
Commissioner or Deputy Commissioner of Maritime Affairs of the Republic of
Vanuatu in accordance with the provisions of the Maritime Act of Vanuatu, and
subsequently duly recorded, and will otherwise comply with and satisfy all the
applicable provisions of the Maritime Act of Vanuatu, as amended, in order to
establish, record and maintain this Mortgage as a first preferred mortgage
thereunder upon each Vessel, and will do all such other acts and execute all
such instruments, deeds, conveyances, mortgages and assurances as the Mortgagee
shall reasonably require in order to subject each Vessel to the lien of this
Mortgage as aforesaid.  

ARTICLE
VI

PROTECTION OF
SECURITY

        Section 6.01         
Mortgagees Rights.  The Mortgagee shall without prejudice to
its other rights and powers under this Mortgage and the other Credit Documents
be entitled (but not bound) at any time and as often as may be reasonably
necessary to take any such action as it may in the reasonable exercise of its
discretion think fit for the purpose of protecting or maintaining the security
created by this Mortgage and the other Credit Documents (including, without
limitation, such action as referred to in Section 6.02) and all reasonable
expenses, liabilities, or losses (including, without limitation, reasonable
legal fees) so incurred by the Mortgagee and the other Lenders in or about the
protection or maintenance of the said security together with interest payable
thereon according to Section 3.01(b) shall be repayable to it by the Owner on
demand; provided that if no Event of Default exists, the Mortgagee shall give
the Owner written notice prior to taking any such action.  

        Section 6.02         
Failure to Insure or Repair.  Without prejudice to the generality of
Section 6.01:

        (a)               
if the Owner does not comply in any material respect with any
provision of Article V of this Mortgage and Section 5.02 of the Credit
Agreement, the Mortgagee shall be entitled (but not bound) (i) to effect or to
replace and renew and thereafter to maintain the Insurance Policies in such
manner as the Mortgagee, in its discretion, may think fit and to require that
all policies, contracts and other records relating to the Insurance Policies
(including details of any correspondence concerning outstanding claims) be
forthwith delivered to such brokers as the Mortgagee may nominate, and (ii) to
collect, recover, compromise and give a good discharge for all claims then
outstanding or thereafter arising under the Insurance Policies or any of them
and to take over or institute (if necessary using the name of the Owner) all
such proceedings in connection therewith as is reasonably necessary and to
permit the brokers= through whom the
collection or recovery is effected to charge the usual brokerage therefor,
and

        (b)              
if the Owner does not comply in any material respect with any
provision of Section 5.13 of the Credit Agreement, the Mortgagee shall be
entitled (but not bound) to arrange for the carrying out of such repairs to
and/or surveys of such Vessel as it deems reasonably expedient or
necessary.

ARTICLE
VII

ENFORCEABILITY AND MORTGAGEES
POWERS

        Section 7.01         
Events of Default. 
During the continuance of any of the Events of Default specified in the
Credit Agreement but without the necessity for any court order or declaration in
any jurisdiction to the effect that an Event of Default has occurred, the
security constituted by this Mortgage shall become immediately enforceable and
the Mortgagee shall be entitled, as and when it may see fit, to put into force
and exercise all or any of the powers possessed by it as mortgagee of each
Vessel or otherwise and in particular:

        (a)               
to exercise all the rights and remedies in foreclosure and
otherwise given to mortgagees by applicable law including the provisions of the
Maritime Act of Vanuatu or any other applicable law including the laws of any
other applicable jurisdiction;

        (b)              
to take possession of each Vessel or any of them whether
actually or constructively and/or otherwise to take control of such Vessel
wherever located and cause the Owner or any other Person in possession of such
Vessel forthwith upon demand to surrender the same to the Mortgagee without
legal process and without liability of the Mortgagee for any losses or damages
incurred thereby and without having to render accounts to the Owner in
connection therewith;

        (c)               
to require that all policies, contracts, certificates of entry
and other records relating to the Insurance Policies (including details of and
correspondence concerning outstanding claims) be forthwith delivered to or to
the order of the Mortgagee;

        (d)              
to collect, recover, compromise and give a good discharge for
any and all moneys or claims for moneys then outstanding or thereafter arising
under the Insurance Policies or any Requisition Compensation and to permit any
brokers through whom collection or recovery is effected to charge the usual
brokerage therefor;

        (e)               
to take over or institute (if necessary using the name of the
Owner) all such proceedings in connection with any Vessel, the Insurance
Policies, or any Requisition Compensation as the Mortgagee thinks reasonably
necessary and to discharge, compound, release or compromise claims against the
Owner in respect of any Vessel which have given or may give rise to any charge
or Lien on such Vessel or which are or may be enforceable by proceedings against
such Vessel;

        (f)                
following acceleration of the Credit Facility, to sell any
Vessel or any share therein, upon advance notice of ten (10) consecutive days
published in any newspaper authorized to publish legal notices of that kind in
the hailing port and the places of sale of the Vessels and by sending notice of
such sale at least fourteen (14) days prior to the date fixed for such sale to
the Owner, free from any claim of or by the Owner of any nature whatsoever, and
with or (subject to the rights of third parties under applicable law) without
the benefit of any charter party or other contract for her employment, by public
auction or private contract at such place and upon such commercially reasonable
terms (including, without limitation, on terms such that payment of some or all
of the purchase price be deferred) as the Mortgagee in its absolute discretion
may determine with power to postpone any such sale, without being answerable for
any loss occasioned by such sale or resulting from postponement thereof, and/or
itself to purchase such Vessel at any such public auction and to set off the
purchase price against all or any part of the Secured Indebtedness in the manner
specified in Section 9.01 herein; provided, however that in the event any such
Vessel shall be offered for sale by private sale, no newspaper publication of
notice shall be required, nor notice of adjournment of sale;

        (g)               
subject to the rights of any charter, to manage, insure,
maintain and repair any Vessel and to charter, employ, sail or lay up any Vessel
in such manner, upon such terms and for such period as the Mortgagee deems
reasonably expedient; and for the purposes aforesaid the Mortgagee shall be
entitled to do all acts and things reasonably incidental or conducive thereto
and in particular to enter into such arrangements respecting such Vessel, and
the insurance, management, maintenance, repair, classification, chartering and
employment of such Vessel, in all respects as if the Mortgagee were the owner of
such Vessel and without being responsible for any loss thereby incurred;

        (h)               
to recover from the Owner on demand any liabilities, losses and
reasonable expenses as may be incurred by the Mortgagee in or about the exercise
of the power vested in the Mortgagee under Section 7.01(g);

        (i)                 
generally and in addition, but not in lieu of any of the above
rights, to recover from the Owner on demand any liabilities, losses and
reasonable expenses incurred by the Mortgagee in or about or incidental to the
exercise by it of any of the powers aforesaid; and

        (j)                
generally, take any other action or exercise any other right
permitted by applicable law.

        Section 7.02         
Sufficiency of Payments Received.  The Mortgagee shall not be obliged to
make any enquiry as to the nature or sufficiency of any payment received by it
under this Mortgage or to make any claim, take any action or enforce any rights
and benefits assigned to the Mortgagee by this Mortgage or to which the
Mortgagee may at any time be entitled hereunder.

        Section 7.03         
Mortgagee, Lenders Not Liable.  Neither the Mortgagee, the Lenders, nor
any of their agents, managers, officers, employees, delegates and advisers shall
be liable for any expense, claim, liability, loss, cost, damage or expense
incurred or arising in connection with the exercise or purported exercise of any
rights, powers and discretions under this Mortgage in the absence of its, his,
or her gross negligence or willful misconduct.

        Section 7.04         
No Mortgagee-in-Possession.  To the fullest extent permitted by law,
the Mortgagee shall not by reason of the taking possession of any Vessel be
liable to account as mortgagee-in-possession or for anything except actual
receipts or be liable for any loss upon realization or for any default or
omission for which a mortgagee-in-possession might be liable.

        Section 7.05         
Purchaser's Rights on Sale.  Upon any sale of any Vessel or any share
therein by the Mortgagee, the purchaser shall not be bound to see or enquire
whether the Mortgagees power of sale has arisen in the manner provided in this
Mortgage and the sale shall be deemed to be within the power of the Mortgagee
and the receipt of the Mortgagee for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of
application of the proceeds of sale or be in any way answerable
therefor.

        Section 7.06         
Divestiture of Owner's Rights.  A sale of any Vessel made in pursuance
of this Mortgage, whether under the power of sale hereby granted or any judicial
proceedings, shall operate to divest all right, title and interest of any nature
whatsoever of the Owner therein and thereto, and shall bar the Owner, its
successors and assigns, and all Persons claiming by, through or under them.  No purchaser shall be bound to inquire
whether notice has been given or whether any default has occurred, or as to the
propriety of the sale, or as to application of the proceeds
thereof.

ARTICLE
VIII

APPLICATION OF
MONEYS

        Section 8.01         
Recoveries;
Application. 
All moneys received by the Mortgagee, including, without
limitation:

        (a)               
in respect of sale of any Vessel or any part
thereof;

        (b)              
in respect of recovery under the Insurance Policies in respect
of Casualty Events, Material Partial     Losses and Total Losses not used to repair
or replace the Vessel within the time required by the Credit
Agreement,

        (c)               
in respect of Requisition Compensation,


        shall
be held and applied



  
FIRST:
to the extent not already paid, to pay or make good all such reasonable
expenses, liabilities, losses, costs, duties, fees, charges or other moneys
whatsoever (together with interest payable thereon under Section 3.01(b)) as may
have been paid or incurred by the Mortgagee in or about or incidental to the
exercise by the Mortgagee of the powers specified or otherwise referred to in
Article VI and Section 7.01 (or any of them) arising out of or in connection
with the Mortgagee=s duties as
Mortgagee;


SECOND: to pay or furnish indemnity in the
proper amounts against any commitments or encumbrances which, in the reasonable
opinion of the Mortgagee, have or may have priority over this
Mortgage;


THIRD:
except to the extent Owner is entitled to retain such moneys under the
provisions of the Credit Agreement, to pay the Secured Indebtedness and to
provide cash collateralization for outstanding Letters of Credit in accordance
with the terms of the Credit Agreement;
and


FOURTH: the surplus (if any) shall be paid to
the Owner or to whomsoever else may be entitled
thereto.


  




ARTICLE
IX

FURTHER
ASSURANCES

        Section 9.01         
Perfection and Preservation of the Collateral.  The Owner shall execute and do all such
assurances, acts and things as the Mortgagee may reasonably require
for:

        (a)               
perfecting or protecting the security created (or intended to
be created) by this Mortgage; or

        (b)              
preserving or protecting any of the rights of the Mortgagee and
the other Lenders under this Mortgage; or

        (c)               
ensuring that the security constituted by this Mortgage and the
covenants and obligations of the Owner under this Mortgage shall inure to the
benefit of any transferee, successor or assignee of the Mortgagee as is referred
to in Section 13.01; or

        (d)              
enforcing the security constituted by this Mortgage on or at
any time after the same shall have become enforceable; or

        (e)               
the exercise of any power, authority or discretion vested in
the Mortgagee under this Mortgage,

in any such case, forthwith upon
demand by the Mortgagee and at the expense of the Owner.


ARTICLE
X

POWER OF
ATTORNEY

        Section 10.01      Owner's Attorney. 
The Owner, by way of security and in order to more fully secure the
performance of the Owner's obligations under this Mortgage, hereby irrevocably
appoints the Mortgagee as its attorney for the duration of the Credit Facility
Period for the purposes of:

        (a)               
doing in its name all acts and executing, signing and (if
required) registering in its name all documents which the Owner itself could do,
execute, sign or register in relation to any Vessel (including without
limitation, transferring title to such Vessel to a third party), provided,
however, that such power shall not be exercisable by or on behalf of the
Mortgagee until this Mortgage shall have become immediately enforceable pursuant
to Section 7.01;

        (b)              
executing, signing, perfecting, doing and (if required)
registering every such further assurance document, act, or thing as is referred
to in Article IX; and

        (c)               
during the continuance of any Event of Default, demanding,
collecting, receiving, compromising, and suing for all freights, hires,
earnings, issues, revenues and income of any Vessel.

        Section 10.02      Third Parties. 
The exercise of such power as is referred to in Section 10.01(a) by or on
behalf of the Mortgagee shall not put any Person dealing with the Mortgagee upon
any enquiry as to whether this Mortgage has become enforceable nor shall such
Person be in any way affected by notice that this Mortgage has not become
enforceable and, in relation to Sections 10.01(a), 10.01(b) and 10.01(c),
the exercise by the Mortgagee of such power shall be conclusive evidence as
against third parties of its right to exercise the same.

ARTICLE
XI

EXPENSES AND
INDEMNITIES

        Section 11.01      Mortgage Preparation.  The Owner agrees to pay all reasonable
out-of-pocket costs and expenses of the Mortgagee in connection with the
negotiation, preparation, execution and delivery of this Mortgage and any
amendment, waiver, release or consent relating thereto (including, without
limitation, the reasonable fees and disbursements of counsel and any valuation
fees) and, after the occurrence and during the continuance of an Event of
Default, each of the Mortgagee and the Lenders in connection with the
enforcement of this Mortgage (including, without limitation, the actual
reasonable fees and disbursements of counsel for the Mortgagee and the
Lenders).

        Section 11.02      Owner's Indemnity. 

Without limiting the foregoing
Section 11.01, the Owner hereby further indemnifies the Mortgagee, each other
Lender, and their respective officers, directors, employees, representatives and
agents from and holds harmless and agrees to defend each of them against any and
all losses, liabilities, obligations, claims, damages, or reasonable expenses
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 the Mortgagee is a party thereto) related to the
entering into and/or performance of this Mortgage hereunder or the consummation
of any transactions contemplated hereby, whether initiated by the Owner or any
other Person, including without limitation, the actual reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding or (b) any personal injury to or death of or
any loss or damage to property of any Person or (c) the actual or alleged
presence of Hazardous Materials in the air, surface water, groundwater, surface
or subsurface of any Vessel, facility or location at any time owned or operated
by the Owner or any of its Affiliates, the generation, storage, transportation
or disposal of Hazardous Materials at any Vessel, facility or location at any
time owned or operated by the Owner or any of its Affiliates, the non-compliance
of any Vessel, facility or location at any time owned or operated by the Owner
or any of its Affiliates with federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any such
Vessel, facility or location, or any violation or alleged violation of any
Environmental Laws asserted against the Owner, any of its Affiliates, or any
Vessel, facility or location at any time owned or operated by the Owner or any
of its Affiliates, 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.  To the extent that the undertaking to
indemnify, pay or hold harmless and defend the Mortgagee set forth in this
Section 11.02 may be unenforceable because it is violative of any law or public
policy, the Owner shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under
applicable law.  Such obligation to
indemnify, hold harmless and defend the Mortgagee and other Persons set out
above shall apply irrespective of the negligence or strict liability of the
Mortgagee or any other indemnified person, unless such loss or injury arises
directly out of the gross negligence or willful misconduct of Mortgagee or such
other indemnified person.

        Section 11.03      Payment Currency. 
If, under any applicable law or regulation, and whether pursuant to a judgment
being made or registered against the Owner or the liquidation of the Owner or
for any other reason, any payment under or in connection with this Mortgage is
made in a currency (the 'Payment
Currency') other than the currency in which such payment is due under or in
connection with this Mortgage (the 'Contractual Currency'), then to the
extent that the amount of such payment actually received by the Mortgagee, when
converted into the Contractual Currency at the rate of exchange, falls short of
the amount due under or in connection with this Mortgage, the Owner, as a
separate and independent obligation, shall indemnify and hold harmless the
Mortgagee against the amount of such shortfall.  For the purposes of this
Section 11.03, 'rate of exchange' means the rate at which the Mortgagee is able on the date of such payment (or, if it is not practicable for
the Mortgagee to purchase the contractual currency with the Payment Currency on
the date of such payment, at the rate of exchange as soon afterwards as is
practicable for the Mortgagee to do so) to purchase the Contractual Currency
with the Payment Currency and shall take into account any premium and other
costs of exchange with respect thereto.

        Section 11.04      Duties; Taxes. 
The Owner shall at its own cost, pay promptly all stamp, documentary and
other like duties and taxes to which the Credit Agreement and the other Credit
Documents (or any of them) may be subject or give rise and shall indemnify the
Mortgagee on demand against any and all liabilities with respect to or resulting
from any delay or omission on the part of the Owner to pay any such duties or
taxes.

ARTICLE
XII

COMMUNICATIONS

        Section 12.01      Notices. 
All notices required to be given to the Mortgagee shall be made to the
following address:



  

Credit
Lyonnais New York Branch

1301
Avenue of the Americas

New
York, New York 10019

Attention:
__________________

Telecopier:  _________________

Telephone:  _________________

  



All other notices shall be
made to the addresses given in 10.02 of the Credit Agreement.

ARTICLE
XIII

ASSIGNMENTS

        Section 13.01      Assignees. 
This Mortgage shall be binding upon and shall inure to the benefit of the
Owner, the Mortgagee and the Lenders and their respective transferees,
successors and permitted assigns, and references in this Mortgage to any of them
shall be construed accordingly.

        Section 13.02      No Assignment by Owner.  Except as permitted by the Credit
Agreement, the Owner may not assign or transfer any of the Vessels or its rights
and/or obligations under this Mortgage.

ARTICLE
XIV

WAIVER;
AMENDMENT

        Section 14.01      No Waiver. 
None of the terms and conditions of this Mortgage may be changed, waived,
modified or varied in any manner whatsoever unless in writing duly signed by the
Owner and the Mortgagee (with the consent of either the Majority Lenders or, to
the extent required by Section 9.01 of the Credit Agreement, all of the
Lenders).  No amendment to the
Credit Agreement or any other Credit Document which affects the rights and
obligations of the Mortgagee hereunder shall be effective without the consent of
the Mortgagee thereto.

ARTICLE
XV

MISCELLANEOUS

        Section 15.01      Governing Law. 
This Mortgage shall be governed by the laws of the Republic of
Vanuatu having regard always to the provisions of S11 of the Maritime Act of
Vanuatu and, to the extent applicable, by the laws (including maritime laws) of
the United States of America.

        Section 15.02      No Invalidity, Etc.  If at any time any one or more of the
provisions in this Mortgage is or becomes invalid, illegal or unenforceable in
any respect under any law or regulation, the validity, legality and
enforceability of the remaining provisions of this Mortgage shall not be in any
way affected or impaired thereby.

        Section 15.03      Delegation of Powers.  The Mortgagee, at any time and from time
to time, may delegate by power of attorney or in any other manner to any Person
or Persons all or any of the powers, authorities and discretions which are for
the time being exercisable by the Mortgagee under this Mortgage in relation to
the Vessels.  Any such delegation
may be made upon such terms and subject to such regulations as the Mortgagee may
think fit.  The Mortgagee shall not
be in any way liable or responsible to the Owner for any loss or damage arising
from any act, default, omission or misconduct on the part of any such delegate
(other than gross negligence or willful misconduct); provided such delegation
has been made in good faith.

        Section 15.04      Certificates Conclusive.  A certification or determination by the
Mortgagee as to any matter provided in this Mortgage shall, in the absence of
manifest error, be conclusive and binding on the Owner.

        Section 15.05      Counterparts. 
This instrument may be executed in any number of counterparts, and each
of such counterparts shall for all purposes be deemed to be an
original.

        Section 15.06      Mortgagee. 
For purposes of the Maritime Act of Vanuatu, the 'mortgagee under this
Mortgage is Credit Lyonnais New York Branch, in its capacity as Administrative
Agent.

ARTICLE
XVI

JURISDICTION

        Section 16.01      New York. 
Any legal action or proceeding with respect to this Mortgage may be
brought in the courts of the United States or State of New York sitting in New
York and the Owner hereby accepts for itself and its property, generally and
unconditionally, the non-exclusive jurisdiction of such court.  The Owner further irrevocably consents
to the service of process out of such court in any such action or proceeding in
the manner provided for in the Credit Agreement.  Nothing herein shall affect the right of
the Mortgagee to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Owner in any other
jurisdiction.

        Section 16.02      Power to Seize Vessel or Take Action.  Without prejudice to the generality of
Section 16.01, the Mortgagee shall have the right to arrest and take action
against any Vessel or the Owner at whatever place such Vessel or the Owner shall
be found and for the purpose of any action which the Mortgagee may bring before
the courts of such jurisdiction or other judicial authority and for the purpose
of any action which the Mortgagee may bring against such Vessel, any writ,
notice, judgment or other legal process or documents may (without prejudice to
any other method of service under applicable law) be served upon the master of
such Vessel (or upon anyone acting as the master) and such service shall be
deemed good service on the Owner for all purposes.

[remainder of page
intentionally blank]





        IN WITNESS whereof the Owner has caused this
Mortgage to be executed the day and year first before written.


  
    
      
        
[OWNER]



By:                                                                




Name: ______________________________

Title: _______________________________

        

      

    

    
    

    

  



ACKNOWLEDGMENT OF MORTGAGE

STATE OF
TEXAS                           
SS 

COUNTY OF HARRIS                    
SS

        On this ___ day of March, 2004 before me
personally appeared ________________ to me known who being by me duly sworn did
depose and say that he is the ____________ of [Owner], the limited liability
corporation described in and which executed the foregoing instrument; and that he
signed his name thereto pursuant to authority granted to him by said corporation;
and that said instrument is the act and deed of the corporation..

        And the said
________________ did further produce to me sufficient proof that he is the
______________ of said company and that he was duly authorized by the said
company to execute the foregoing mortgage, and I the notary hereby certify that
the signature of the said _______________ on the foregoing mortgage is
authentic.


  
    
      
        
          
                                                                                   


Notary
Public

          

        

      

    

  










EXHIBIT A

	
      Vessel
      Name
	
      Owner
	
      Flag
	
      Official

      Number

	

      	
      	
      Vanuatu
	
      


 









EXHIBIT B

List of Lenders


Credit
Lyonnais New York Branch

1301
Avenue of the Americas

New York, New York 
10019








 

 

EXHIBIT E

FORM OF
NOTICE OF BORROWING

[Date]

Credit Lyonnais New York Branch,

as Administrative Agent

1301 Avenue of the Americas

New York, New York 10019

Attention:         
____________________

Ladies and Gentlemen:

The undersigned, [Global Industries, Ltd., a Louisiana
corporation] [Global Offshore Mexico, S.de R.L. de C.V., a Mexican sociedad de
responsabilidad limitada de capital variable] (the 'Comany'), refers to the
Credit Agreement dated as of March 9, 2004 (as the same may be amended or
modified from time to time, the 'Credit Agreement,' the defined terms of which
are used in this Notice of Borrowing unless otherwise defined in this Notice of
Borrowing) among the Company, [Global Industries, Ltd.], [the Mexican Borrower],
the Lenders, and the Administrative Agent, and hereby gives you irrevocable
notice pursuant to Section 2.02(a) of the Credit Agreement that the
undersigned hereby requests a Borrowing, and in connection with that request
sets forth below the information relating to such Borrowing (the 'Proposed
Borrowing') as required by Section 2.02(a) of the Credit Agreement:

        (1)        The
Business Day of the Proposed Borrowing is ________________.

        (2)        The
Proposed Borrowing will consist of Revolving Advances of the following
Type:  [Eurodollar Advances] [Base
Rate Advances].

        (3)        The
aggregate amount of the Proposed Borrowing is $____________.

        [(4)      The Interest
Period for each Eurodollar Advance made as part of the Proposed Borrowing is
[_____ month[s] commencing on ____________ and ending on ____________].

The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
Proposed Borrowing:

        (a)        the
representations and warranties contained in Article IV of the Credit
Agreement and in each other Credit Document are correct in all material respects
on and as of the date of the Proposed Borrowing before and after giving effect
to such Proposed Borrowing  and to
the application of the proceeds therefrom, as though made on and as of such
date; and

        (b)        no
Default has occurred and is continuing or would result from such Proposed
Borrowing or from the application of the proceeds therefrom.


  
    
      
        
          
Very truly yours,

[GLOBAL INDUSTRIES, LTD.]

[GLOBAL OFFSHORE MEXICO, S. DE R.L. DE C.V.]

By:                                                                        


Name:                                                                   


Title:                                                                      


          

        

      

    

  










EXHIBIT F

FORM OF
NOTICE OF CONVERSION OR CONTINUATION

[Date]

Credit Lyonnais New York Branch

as Administrative Agent

1301 Avenue of the Americas

New York, New York 10019

Attention:         
_____________________

Ladies and Gentlemen:

The undersigned, Global Industries, Ltd., a Louisiana
corporation (the 'Company'), refers to the Credit Agreement dated as of March 9,
2004 (as the same may be amended or modified from time to time, the 'Credit
Agreement,' the defined terms of which are used in this Notice of Conversion or
Continuation unless otherwise defined in this Notice of Conversion or
Continuation) among the Company, the Mexican Borrower, the Lenders, and the
Administrative Agent, and hereby gives you irrevocable notice pursuant to
Section 2.02(b) of the Credit Agreement that the undersigned hereby
requests a Continuation or Conversion ('Proposed Borrowing') of an outstanding
Borrowing, and in connection with that request sets forth below the information
relating to the Proposed Borrowing as required by Section 2.02(b) of the
Credit Agreement:

        (a)        The
Business Day of the Proposed Borrowing is _______________.

        (b)        The
aggregate amount of the Borrowing to be Converted or Continued is $ _______ and
consists of Revolving Advances of the following Type:  [Eurodollar Advances] [Base Rate
Advances].

        (c)        The
Proposed Borrowing consists of [a Conversion to [Eurodollar Advances][Base Rate
Advances]] [a Continuation].

        [(d)      The Interest
Period for each Proposed Borrowing composed of Eurodollar Advances is [____
month[s] commencing on ____________ and ending on _____________].]

The undersigned hereby certifies that the following
statements are true on the date hereof, and will be true on the date of the
Proposed Borrowing:

        (a)        the
representations and warranties contained in Article IV of the Credit
Agreement and in each other Credit Document are correct in all material respects
on and as of the date of such Proposed Borrowing before and after giving effect
to such Proposed Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date; and

        (b)        no
Default has occurred and is continuing or would result from such Proposed
Borrowing or from the application of the proceeds therefrom.


  
    
      
        
          
Very truly yours,

GLOBAL INDUSTRIES, LTD.

By:                                                                        


Name:                                                                   


Title:                                                                      


          

        

      

    

  










EXHIBIT G

FORM OF PLEDGE AGREEMENT

        This Pledge Agreement dated as of [____________,
____] ('Pledge Agreement') is between ___________________________, a
____________ corporation ('Pledgor'), and Credit Lyonnais New York Branch, as
administrative agent for the Credit Parties ('Secured Party').

INTRODUCTION

        A.       
Global Industries, Ltd., a Louisiana corporation (the 'Parent Borrower'),
and Global Offshore Mexico, S. de R.L. de C.V., a Mexican sociedad de
responsabilidad limitada de capital variable (the 'Mexican Borrower' and,
together with the Parent Borrower, the 'Borrowers'), have entered into a Credit
Agreement dated as of March 9, 2004 (as amended, modified, supplemented or
restated from time to time, the 'Credit Agreement,' the defined terms of which
are used in this Pledge Agreement unless otherwise defined herein) together with
the lenders party thereto (the 'Lenders'), and Credit Lyonnais New York Branch,
as administrative agent ('Administrative Agent') for the Lenders, providing for
the making of Advances by the Lenders and the Swingline Bank, and the issuance
of Letters of Credit by the Issuing Bank.

        B.        
Any Borrower may from time to time enter into one or more Rate Hedging
Agreements with a Lender or an affiliate of a Lender (any such Lender or
affiliate party to a Rate Hedging Agreement being referred to herein as a 'Swap
Counterpart,' and together with the Secured Party, the Lenders, the
Administrative Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the 'Credit Parties').

        C.        [The
Pledgor has guaranteed the Mexican Borrower's obligations and the Guarantors'
obligations owing to the Credit Parties under the Credit Documents pursuant to
the Guaranty dated as of 
[______________] executed by the Pledgor in favor of the Secured Party
for the ratable benefit of the Credit Parties (as amended, modified,
supplemented, or restated from time to time, the 'Guaranty').]

        D.        [The
Pledgor has guaranteed the Parent Borrower's obligations, the Mexican Borrower's
obligations, and the other Guarantors' obligations owing to the Credit Parties
under the Credit Documents pursuant to the Guaranty dated as of
[_______________] executed by the Pledgor in favor of the Secured Party for the
ratable benefit of the Credit Parties (as amended, modified, supplemented, or
restated from time to time, the 'Guaranty').]

        E.        
[The Pledgor has guaranteed the Mexican Borrower's obligations owing to
the Credit Parties under the Credit Documents pursuant to the Guaranty dated as
of [___________, 1999] executed by the Pledgor in favor of the Secured Party for
the ratable benefit of the Credit Parties (as amended, modified, supplemented or
restated from time to time, the 'Guaranty').]



        F.        
Under the Credit Agreement, it is a condition to the making of the
Advances and the issuance of the Letters of Credit that the Pledgor shall secure
its obligations under the Credit Documents by entering into this Pledge
Agreement.

        Therefore, the Pledgor hereby agrees with the
Secured Party for its benefit and the benefit of the other Credit Parties as
follows:

Section 1.                 
Definitions.  Any terms used in this Pledge Agreement that are
defined in the Uniform Commercial Code as in effect in the State of New York ('UCC') shall have the
meaning assigned to those terms by the UCC, unless otherwise defined in this
Pledge Agreement.

Section 2.                 
Pledge.

        2.01         
Grant of Pledge. 
The Pledgor hereby pledges to the Secured Party for its benefit and the
ratable benefit of the other Credit Parties the Pledged Collateral, as defined
in Section 2.02 below.  The pledge
made herein shall secure all of (a) the Obligations of the [[Parent] [Mexican]
Borrower] [Guarantors] now and hereafter existing under the Credit Agreement,
the Notes, the Guaranty, and any other Credit Documents, whether for principal,
Reimbursement Obligations, Rate Hedging Obligations owing to any Swap
Counterpart, interest, fees, expenses, indemnification or otherwise, and (b) all
obligations of the Pledgor now or hereafter existing under [the Guaranty or]
this Agreement (all such obligations being the 'Secured Obligations').

        2.02         
Pledged Collateral.  'Pledged Collateral' shall mean all of Pledgor's right, title, and interest in the following, whether now owned or
hereafter acquired:

        (a)               
the shares of stock listed on the attached Schedule 2.02(a)
(the 'Initial Pledged Shares'), the certificates representing the Initial
Pledged Shares, and all dividends, cash, instruments, and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any of the Initial Pledged Shares;

        (b)              
all additional shares of stock and other securities of any
issuer of the Initial Pledged Shares from time to time acquired by the Pledgor
in any manner (together with the 'Initial Pledged Shares', the 'Pledged
Shares'), and the certificates representing such additional shares or such
securities, and all dividends, cash, instruments and other property from time to
time received, receivable, or otherwise distributed in respect of or in exchange
for any or all of such shares or such securities;

        (c)               
the indebtedness and the instruments evidencing indebtedness
(the 'Pledged Debt'), and all interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged Debt;

        (d)              
all additional indebtedness from time to time owed to the
Pledgor by the obligor on the Pledged Debt for monies advanced by Pledgor to
such obligor and the instruments evidencing such indebtedness, and all interest,
cash, instruments and other property from time to time received, receivable, or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness;

        (e)               
all of the general and limited partnership and membership
interests listed in the attached Schedule 2.02(e), the documents and
certificates, if any, representing such partnership or membership interests, all
rights, privileges, authority and powers of the Pledgor as owner or holder of
such partnership or membership interests in such partnerships or limited
liability companies, as applicable, including, but not limited to, all rights,
privileges, authority and powers relating to the economic interests of the
Pledgor as owner or holder of such partnership or membership interests in such
partnerships or limited liability companies, as applicable, including, without
limitation, all contract rights relating thereto, all options and warrants of
the Pledgor for the purchase of any partnership or membership interest in such
partnerships or limited liability companies, as applicable, all of the Pledgor's
interest in and to the profits and losses of such partnerships or limited
liability companies and the Pledgor's right as a partner or member of such
partnerships or such limited liability companies, as applicable, to receive
distributions of such partnerships' or such limited liability companies' assets,
upon complete or partial liquidation or otherwise, all distributions, cash,
instruments, and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Pledgor's partnership
or membership interest in such partnerships or limited liability companies, and
any other right, title, interest, privilege, authority and power of the Pledgor
in or relating to such partnerships or limited liability companies (all of the
foregoing being referred to collectively as the 'Initial Pledged
Partnership/Membership Interests');

        (f)                
all additional partnership or membership interests of any
issuer of the Initial Pledged Partnership/Membership Interests from time to time
acquired by the Pledgor in any manner, all options, warrants, distributions,
investment property, cash instruments, and other rights and options from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of such interests (together with the 'Initial Pledged
Partnership/Membership Interests', the 'Pledged Partnership/Membership
Interests');

        (g)               
all proceeds from the Pledged Collateral described in
paragraphs (a) through (f) of this Section 2.02; and

        (h)               
all accounting records, computer files and programs, files,
records, and documents relating to the foregoing Pledged Collateral (the
'Records').

        2.03         
Delivery of Pledged Collateral.  All certificates or instruments
representing the Pledged Collateral shall be delivered to the Secured Party and
shall be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Secured Party.  The Secured Party shall have the right,
at any time in its discretion and without notice to the Pledgor, to transfer to
or to register in the name of the Secured Party or any of its nominees any of
the Pledged Collateral, subject to the rights specified in
Section 2.04.  In addition, the
Secured Party shall have the right at any time to exchange the certificates or
instruments representing the Pledged Collateral for certificates or instruments
of smaller or larger denominations.

        2.04         
Rights Retained by Pledgor.  Notwithstanding the pledge in Section
2.01, so long as no Event of Default shall have occurred and be continuing:

        (a)               
and, if an Event of Default shall have occurred and be
continuing, until such time thereafter as such voting and other consensual
rights have been terminated pursuant to Section 5 hereof, the Pledgor shall
be entitled to exercise any voting and other consensual rights pertaining to the
Pledged Shares for any purpose not inconsistent with the terms of this Pledge
Agreement or the Credit Agreement; provided, however, that the
Pledgor shall not exercise or shall refrain from exercising any such right if
such action would or could reasonably be expected to have a materially adverse
effect on the value of the Pledged Collateral or any part thereof;

        (b)              
except as may otherwise be provided in the Credit Agreement,
the Pledgor shall be entitled to receive and retain any and all dividends paid
in respect of the Pledged Shares; provided, however, that any and
all (i) dividends paid or payable other than in cash in respect of, and
instruments and other property received, receivable or otherwise distributed in
respect of, or in exchange for, any Pledged Shares, and (ii) dividends and other
distributions paid or payable in cash in respect of any Pledged Shares in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, shall be, and
shall be delivered to the Secured Party to hold as, Pledged Collateral and
shall, if received by the Pledgor, be received in trust for the benefit of the
Secured Party and the other Credit Parties, be segregated from the other
property or funds of the Pledgor, 
and be delivered to the Secured Party as Pledged Collateral in the same
form as so received (with any necessary indorsement or assignment);

        (c)               
the Pledgor shall be entitled to receive and retain any and all
principal and interest paid in respect of the Pledged Debt; provided,
however, that any and all principal or interest paid or payable other
than in cash in respect of, and instruments and other property received,
receivable, or otherwise distributed in respect of, or in exchange for, any
Pledged Debt shall be delivered to the Secured Party to hold as Pledged
Collateral and shall, if received by the Pledgor, be received in trust for the
benefit of the Secured Party and the Credit Parties, be segregated from the
other property or funds of the Pledgor, and be delivered to the Secured Party as
Pledged Collateral in the same form as so received (with any necessary
indorsement or assignment); and

        (d)              
at and after such time as voting and other consensual rights
have been terminated pursuant to Section 5 hereof, the Pledgor shall
execute and deliver (or cause to be executed and delivered) to the Secured Party
all proxies and other instruments as the Secured Party may reasonably request to
(i) enable the Secured Party to exercise the voting and other rights which the
Pledgor is entitled to exercise pursuant to paragraph (a) of this Section
2.04, and (ii) to receive the dividends or other distributions and proceeds of
sale of the Pledged Shares and payments of principal and interest which the
Pledgor is authorized to receive and retain pursuant to paragraph (b) and
(c) of this Section 2.04.

Section 3.                 
Pledgor's Representations and Warranties.  The Pledgor represents and warrants as
follows:

        (a)               
The Pledged Shares and the Pledged Partnership/Membership
Interests have been duly authorized and validly issued and are fully paid and
nonassessable.

        (b)              
The Pledged Debt has been duly authorized, issued, and
delivered, and is the legal, valid, binding, and enforceable obligation of the
obligor thereon and is not in default.

        (c)               
There are no restrictions upon the voting rights associated
with, or upon the transfer of, any of the Pledged Collateral.

        (d)              
The Pledgor has the right to vote, pledge, and grant a security
interest in or otherwise transfer the Pledged Collateral to which it has any
right, title, and interest free of any Liens other than Liens permitted by the
Credit Agreement.

        (e)               
The Pledgor is the legal and beneficial owner of the Pledged
Collateral free and clear of any Lien or option, except for (i) the security
interest created by this Pledge Agreement and (ii) Liens permitted by the Credit
Agreement, and the Pledgor has not sold, granted any option with respect to,
assigned, transferred, or otherwise disposed of any interest in or to the
Pledged Collateral.

        (f)                
The pledge of the Pledged Collateral does not violate (i) the
articles, bylaws, operating agreements, or partnership agreement, as applicable,
of the issuers of the Pledged Collateral, or any indenture, mortgage, bank loan,
or credit agreement to which the Pledgor is a party or by which any of its
respective properties or assets may be bound, or (ii) any restriction on such
transfer or encumbrance of such Pledged Collateral.

        (g)               
No consent of any other Person and no authorization, approval,
or other action by, and no notice to or filing with, any Governmental Authority
or regulatory body, that has not occurred, is required either (i) for the
pledge by the Pledgor of the Pledged Collateral pursuant to this Pledge
Agreement or for the execution, delivery, or performance of this Pledge
Agreement by the Pledgor (except to the extent that financing statements may be
required under the UCC to be filed in order to maintain a perfected security
interest in the Pledged Collateral) or (ii) for the exercise by the Secured
Party of the voting or other rights provided for in this Pledge Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement
(except as may be required in connection with such disposition by laws affecting
the offering and sale of securities generally).

        (h)               
The Pledged Shares constitute ____ percent of the issued and
outstanding shares of capital stock of the respective issuers thereof indicated
on the attached Schedule 2.02(a).

        (i)                 
The Pledged Debt is not directly or indirectly secured by any
Lien, does not evidence any lease, is not chattel paper, consists solely of
advances of money made by the Pledgor to the obligor thereon and proceeds of
Pledged Debt and is not evidenced by any instrument unless such instrument has
been delivered to the Secured Party.

        (j)                
Upon delivery of each of the certificates or instruments, if
any, representing the Pledged Collateral, the pledge of the Pledged Collateral
pursuant to this Pledge Agreement will create a valid and perfected first
priority security interest in the Pledged Collateral securing the payment and
performance of the Secured Obligations.

        (k)              
Upon the filing of financing statements with the
_________________, the security interests granted to the Secured Parties
hereunder will constitute valid first-priority perfected security interests in
all Pledged Collateral with respect to which a security interest can be
perfected by the filing of a financing statement, subject only to Liens
permitted by the Credit Agreement.

        (l)                 
The chief place of business and chief executive office of the
Pledgor  and the office where the
Pledgor keeps the Records are located at the address set forth opposite the
Pledgor's name on the signature pages hereof.

Section 4.                 
Pledgor's Covenants.

        4.01         
Further Assurances.  The Pledgor agrees that at any time and
from time to time, at the expense of the Pledgor, the Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary and that the Secured Party may reasonably request
in writing, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Pledged
Collateral.

        4.02         
Pledged Collateral Adjustments.  If, during the term of this Pledge
Agreement, (a) any stock dividend, reclassification, readjustment, or other
change is declared or made in the capital structure of any of the issuers of the
Pledged Shares or the Pledged Partnership/Membership Interests, or any option
included with the Pledged Collateral is exercised, or both, or (b) any
subscription warrants or any other rights or options shall be issued in
connection with the Pledged Collateral, then all new, substituted, and
additional partnership interests, membership interests, certificates, shares,
warrants, rights, options or other securities, issued by reason of any of the
foregoing, shall be immediately delivered to and held by the Secured Party and
shall constitute Pledged Collateral hereunder.

        4.03         
Transfer, Other Liens, and Additional Shares.  The Pledgor agrees that it will not
(a) sell, assign, or otherwise dispose of, or grant any option with respect
to, any of the Pledged Collateral or (b) create or permit to exist any Lien
upon or with respect to any of the Pledged Collateral, except for the security
interest under this Pledge Agreement and Permitted Prior Liens.  The Pledgor agrees that it will
(a) cause each issuer of the Pledged Collateral not to issue any capital
stock, partnership or membership interests or other equity securities in
addition to or in substitution for the Pledged Collateral issued by such issuer,
except to the Pledgor, and (b) pledge to the Secured Party in accordance
with this Pledge Agreement, immediately upon its acquisition (directly or
indirectly) thereof, any additional shares of capital stock or other equity
securities of an issuer of the Pledged Shares.

        4.04         
Intercompany Debt. 
The Pledgor agrees that the Pledged Debt shall not be directly or
indirectly secured by any Lien (except for Permitted Prior Liens), shall not
evidence any lease, shall not be chattel paper, shall consist solely of advances
of money made by the Pledgor to the obligor thereon and the proceeds of Pledged
Debt.

Section 5.                 
Remedies upon Default.  If any Event of Default shall have
occurred and be continuing:

        5.01         
UCC Remedies. 
To the extent permitted by law, the Secured Party may exercise in respect
of the Pledged Collateral, in addition to other rights and remedies provided for
in this Pledge Agreement or otherwise available to it, all the rights and
remedies of a secured party under the UCC (whether or not the UCC applies to the
affected Pledged Collateral).

        5.02         
Dividends and Other Rights.

        (a)               
All rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to
Section 2.04(a) may be exercised by the Secured Party if the Secured Party
so elects and gives notice of such election to the Pledgor and all rights of the
Pledgor to receive the dividends and other distributions on or in respect of the
Pledged Shares and the proceeds of sale of the Pledged Shares and interest and
principal payments paid in respect of the Pledged Debt which it would otherwise
be authorized to receive and retain pursuant to Section 2.04(c) shall
cease.

        (b)              
All dividends and other distributions on or in respect of the
Pledged Shares and the proceeds of sale of the Pledged Shares and interest and
principal payments paid in respect of the Pledged Debt which are received by the
Pledgor shall be received in trust for the benefit of the Secured Party, shall
be segregated from other funds of the Pledgor, and shall be promptly paid over
to the Secured Party as Pledged Collateral in the same form as so received (with
any necessary indorsement); provided, however, that if such Event of
Default is cured, any such dividend or distribution paid to the Secured Party
prior to that cure shall, upon request of the Pledgor, be returned by the
Secured Party to the Pledgor.

        5.03         
Sale of Pledged Collateral.  The Secured Party may upon ten days
prior written notice to the Pledgor sell all or part of the Pledged Collateral
at public or private sale, at any of the Secured Party's offices or elsewhere,
for cash, on credit, or for future delivery, and upon such other terms as are
commercially reasonable.  The
Secured Party shall not be obligated to make any sale of the Pledged Collateral
regardless of notice of sale having been given.  The Secured Party may adjourn any public
or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

        5.04         
Exempt Sale. 
If, in the opinion of the Secured Party, there is any question that a
public or semi-public sale or distribution of any Pledged Collateral will
violate any state or federal securities law, Secured Party in its discretion
(a) may offer and sell securities privately to purchasers who will agree to
take them for investment purposes only and not with a view to distribution and
who will agree to the imposition of restrictive legends on the certificates
representing the security, or (b) may sell such securities in an intrastate
offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and
no sale so made in good faith by Secured Party shall be deemed to be not
'commercially reasonable solely because so made.  Pledgor shall cooperate fully with
Secured Party in all respects in selling or realizing upon all or any part of
the Pledged Collateral.

        5.05         
Application of Collateral.  Any cash held by the Secured Party as
Pledged Collateral and all cash proceeds received by the Secured Party from the
sale of, collection of, or other realization of any part of the Pledged
Collateral may, in the discretion of the Secured Party, be held by the Secured
Party as Pledged Collateral or applied by the Secured Party against part of the
Secured Obligations in the order set forth in section 7.06 of the Credit
Agreement:

Section 6.                 
Secured Party as Agent for Pledgor.

        6.01         
Secured Party Appointed Attorney‐in‐Fact.  The Pledgor hereby irrevocably appoints
the Secured Party the Pledgor's attorney‐in‐fact, with full authority, after the
occurrence and during the continuation of an Event of Default, to act for the
Pledgor and in the name of the Pledgor, and, in the Secured Party's discretion,
subject to the Pledgor's revocable rights specified in Section 2.04, to
take any action and to execute any instrument which the Secured Party may deem
reasonably necessary or advisable to accomplish the purposes of this Pledge
Agreement, including, without limitation, to receive, indorse, and collect all
instruments made payable to the Pledgor representing any dividend, or the
proceeds of the sale of the Pledged Shares, or other distribution in respect of
the Pledged Shares and to give full discharge for the same.

        6.02         
Secured Party May Perform.  If the Pledgor fails to perform any
covenant contained herein, the Secured Party may itself perform, or cause
performance of, such covenant. 
Pledgor shall pay for the reasonable expenses of the Secured Party
incurred in connection therewith in accordance with Section 7.04.

        6.03         
Secured Party's Duties.  Except for the safe custody of any
Pledged Collateral in its possession and the accounting for monies actually
received by it hereunder, the Secured Party shall have no duty as to any Pledged
Collateral, as to ascertaining or taking action with respect to calls,
conversion, exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not the Secured Party or any other Credit Party
has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights
pertaining to any Pledged Collateral. 
The Secured Party shall be deemed to have exercised reasonable care in
the custody and preservation of the Pledged Collateral in its possession if the
Pledged Collateral is accorded treatment substantially equal to that which the
Secured Party accords its own property. 
The Secured Party shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Credit Parties and such instructions shall be binding upon
the holders of all Secured Obligations; provided, however, that
the Secured Party shall not be required to take any action which exposes the
Secured Party to personal liability or which is contrary to any Credit Document
or applicable law.

Section 7.                 
Miscellaneous.

        7.01         
Amendments,
Etc.  No amendment or waiver of any
provision of this Pledge Agreement nor consent to any departure by the Pledgor
herefrom shall be effective unless made in writing and signed by the Secured
Party, the Pledgor, and either, as required by the Credit Agreement, the
Majority Lenders or all the Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

        7.02         
Addresses for Notices.  All notices and other communications
provided for hereunder shall be in the manner and to the addresses set forth in
the Credit Agreement.

        7.03         
Continuing Security Interest; Transfer of Interest.  This Pledge Agreement shall create a
continuing security interest in the Pledged Collateral and shall (a) remain
in full force and effect until the indefeasible payment in full and termination
of the Secured Obligations, (b) be binding upon the Pledgor, its
successors, and assigns, and (c) inure, together with the rights and
remedies of the Secured Party hereunder, to the benefit of and be binding upon,
the Secured Party and the other Credit Parties and their respective successors,
transferees, and assigns.  Without
limiting the generality of the foregoing clause, when the Secured Party or such
other Credit Party assigns or otherwise transfers any interest held by it under
the Credit Agreement or other Credit Document to any other Person pursuant to
the terms of the Credit Agreement or other Credit Document, that other Person
shall thereupon become vested with all the benefits held by the Secured Party or
such Credit Party under this Pledge Agreement.  Upon the payment in full and termination
of the Secured Obligations, the security interest granted hereby shall terminate
and all rights to the Pledged Collateral shall revert to the Pledgor to the
extent such Pledged Collateral shall not have been sold or otherwise applied
pursuant to the terms hereof.  Upon
any such termination, the Secured Party will, at the Pledgor's expense, deliver
all Pledged Collateral to the Pledgor, execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.

        7.04         
Expenses. 
The Pledgor will upon demand pay to the Secured Party for its benefit and
the benefit of the other Credit Parties the amount of any and all expenses,
including the reasonable legal fees and expenses, which the Secured Party and
the other Credit Parties may incur in connection with (i) the administration of
this Pledge Agreement, (ii) the custody or preservation of, or the sale of,
collection from or other realization upon, any of the Pledged Collateral, (iii)
the exercise or enforcement of any of the rights of the Secured Party or the
Lenders hereunder or (iv) the failure by the Pledgor to perform or observe any
of the provisions hereof.

        7.05         
No Waiver; Remedies.  To the fullest extent permitted under
applicable law, no failure on the part of the Secured Party to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided under any other Credit
Document or by applicable law.

        7.06         
Judgment Currency. 
If for the purposes of obtaining judgment in any court it is necessary to
convert a sum due from the Pledgor hereunder in the currency expressed to be
payable herein (the 'specified currency') into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Secured Party could purchase the specified currency with such
other currency at the Secured Party's main New York office on the Business Day
preceding that on which final, non‐appealable judgment is given.  The obligations of the Pledgor in
respect of any sum due to the Secured Party hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by the Secured Party of
any sum adjudged to be so due in such other currency the Secured Party may in
accordance with normal, reasonable banking procedures purchase the specified
currency with such other currency. 
If the amount of the specified currency so purchased is less than the sum
originally due to the Secured Party in the specified currency, the Pledgor
agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify the Secured Party
against such loss, and if the amount of the specified currency so purchased
exceeds (a) the sum originally due to the Secured Party in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender under
Section 2.12 of the Credit Agreement, the Secured Party agrees to remit such
excess to the Pledgor.

        7.07         
Choice of Law; Submission to Jurisdiction.

        (a)               
This Pledge Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, except to the
extent that the validity or perfection of the security interests hereunder, or
remedies hereunder, in respect of any particular Collateral are governed by the
laws of a jurisdiction other than the State of New York.

        (b)              
Notwithstanding anything in Section 7.07(a) hereof to the
contrary, nothing in this Pledge Agreement shall be deemed to constitute a
waiver of any rights which the Secured Party, the Administrative Agent, the
Issuing Bank, any of the Lenders or any of the other Credit Parties may have
under the National Bank Act or other federal law, including without limitation
the right to charge interest at the rate permitted by the laws of the state
where the Secured Party, the Administrative Agent, the Issuing Bank, the
applicable Lender or any other applicable Credit Party is located.

        (c)               
THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW
YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
CREDIT DOCUMENTS AND THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.

        (d)              
THE PLEDGOR HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM
(THE 'PROCESS AGENT'), WITH AN OFFICE ON THE DATE HEREOF AT 1633 BROADWAY, NEW
YORK, NEW YORK 10019, AS ITS AGENT TO RECEIVE ON BEHALF OF IT AND ITS PROPERTIES
SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  SUCH SERVICE MAY BE MADE BY MAILING BY
CERTIFIED MAIL A COPY OF SUCH PROCESS TO THE PLEDGOR IN CARE OF THE PROCESS
AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, WITH A COPY TO THE PLEDGOR AT ITS
ADDRESS SPECIFIED ON THE SIGNATURE PAGES HERETO, AND THE PLEDGOR HEREBY
IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON
ITS BEHALF.  AS AN ALTERNATIVE
METHOD OF SERVICE, THE PLEDGOR ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY
AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING BY CERTIFIED
MAIL OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED HEREIN.  THE PLEDGOR AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.

        (e)               
THE PLEDGOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY,  (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT
DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  ANY JUDICIAL PROCEEDING BY THE PLEDGOR
INVOLVING, DIRECTLY OR INDIRECTLY, THIS PLEDGE AGREEMENT, OR ANY MATTER IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OTHER CREDIT DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK.

[The rest of this page has been left blank intentionally.]





           
The parties hereto have caused this Pledge Agreement to be duly executed
as of the date first above written.


  
    
      
        
[PLEDGOR]

By:                                                                              


Name:                                                                         


Title:                                                                            




CREDIT LYONNAIS NEW YORK BRANCH,

as agent for the ratable benefit of the Credit Parties



By:                                                                              


Name:                                                                         


Title:                                                                            


        

      

    

  














EXHIBIT H-1

FORM OF REVOLVING NOTE (company)

$
                    
                                                                                      
[_____________ __, _____]

        For value received, the undersigned, Global
Industries, Ltd., a Louisiana corporation ('Borrower'), hereby promises to pay
to the order of _________________________ ('Lender') the principal amount of
_______________ and __/100 Dollars ($________________) or, if less, the
aggregate outstanding principal amount of each Revolving Advance (as defined in
the Credit Agreement referred to below) made by the Lender to the Borrower,
together with interest on the unpaid principal amount of each such Revolving
Advance from the date of such Revolving Advance until such principal amount is
paid in full, at such interest rates, and at such times, as are specified in the
Credit Agreement.

        This Note is one of the Revolving  Notes
referred to in, and is entitled to the benefits of, and is subject to the terms
of, the Credit Agreement dated as of March 9, 2004 (as the same may be amended
or modified from time to time, the 'Credit Agreement'), among the Borrower, the
Mexican Borrower, the Lenders, and Credit Lyonnais New York Branch, as
Administrative Agent for the Lenders. 
Capitalized terms used in this Note that are defined in the Credit
Agreement and not otherwise defined in this Note have the meanings assigned to
such terms in the Credit Agreement.  The Credit Agreement, among other things,
(a) provides for the making of Revolving Advances by the Lender to the
Borrower from time to time in an aggregate amount not to exceed at any time
outstanding the Dollar amount first above mentioned, the indebtedness of the
Borrower resulting from each such Revolving Advance being evidenced by this Note
and (b) contains provisions for acceleration of the maturity of this Note
upon the happening of certain events stated in the Credit Agreement and for
prepayments of principal prior to the maturity of this Note upon the terms and
conditions specified in the Credit Agreement.

        Both principal and interest are payable in
lawful money of the United States of America to the Administrative Agent at 1301
Avenue of the Americas, New York, New York 10019 (or at such other location or
address as may be specified by the Administrative Agent in writing to the
Borrower) in same day funds.  The
Lender shall record all Revolving Advances and payments of principal made under
this Note, but no failure of the Lender to make such recordings shall affect the
Borrower's repayment obligations under this Note.

        Except as specifically provided in the Credit
Agreement, the Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration, and any other notice of any
kind.  No failure to exercise, and
no delay in exercising, any rights hereunder on the part of the holder of this
Note shall operate as a waiver of such rights.

        The Obligations evidenced by this Note are
guaranteed by certain Guaranties and secured pursuant to the terms of certain of
the Security Documents.

        Subject to applicable
federal law, this Note shall be governed by and construed and enforced in
accordance with the laws of the State of New York.


  
    
      
        
GLOBAL
INDUSTRIES, LTD.



By:                                                                              


Name:                                                                         


Title:                                                                            


        

      

    

  



 








EXHIBIT H-2

Form of Revolving Note (Mexican Borrower)

$
                    
                       
[_____________ __, _____]

	
      REVOLVING NOTE
	
       
	
      PAGARE

	
      FOR VALUE RECEIVED,
      GLOBAL OFFSHORE MeXICO, S. DE R.L. DE C.V., a sociedad de
      responsabilidad limitada de capital variable organized and existing
      under the laws of the United Mexican States (the 'Borrower') hereby
      unconditionally promises to pay to the order of _________________ (the
      'Lender') the principal sum of U.S. $____________
      (______________________________________ LAWFUL CURRENCY OF
      THE UNITED STATES OF AMERICA) (the 'Principal Amount'), or, if less, the
      aggregate outstanding principal amount of each Revolving Advance (as
      defined in the Credit Agreement referred to below) made by the Lender to
      the Borrower, together with interest on the unpaid principal amount of
      each such Revolving Advance from the date of such Revolving Advance until
      such principal amount is paid in full, at such interest rates, and at such
      times, as are specified in the Credit Agreement.  

      This Note is one of
      the Revolving Notes referred to in, and is entitled to the benefits of,
      and is subject to the terms of, the Credit Agreement dated as of March 9,
      2004 (as the same may be amended or modified from time to time, the
      'Credit Agreement'), among Global Industries, Ltd., the Borrower, the
      Lender, Credit Lyonnais New York Branch, as Administrative Agent for the
      Lenders and the Lenders. 
      Capitalized terms used in this Note that are defined in the Credit
      Agreement and not otherwise defined in this Note have the meanings
      assigned to such terms in the Credit Agreement.  The Credit Agreement, among other
      things, (a) provides for the making of Revolving Advances by the Lender to
      the Borrower from time to time in an aggregate amount not to exceed at any
      time outstanding the Dollar amount first above mentioned, the indebtedness
      of the Borrower resulting from each such Revolving Advance being evidenced
      by this Note and (b) contains provisions for acceleration of the maturity
      of this Note upon the happening of certain events stated in the Credit
      Agreement and for prepayments of principal prior to the maturity of this
      Note upon the terms and conditions specified in the Credit
      Agreement.

      'Dollars', 'U.S.$' or
      'U.S. Dollar' means the lawful currency of the United States of
      America.

      The principal amount
      hereof and interest thereon shall be payable in Dollars, on or before
      11:00 am New York time in immediately available funds deposited at the
      account notified by the Lender to the Borrower within three Business Days
      prior to the applicable payment being made, and to the contrary, at 1301
      Avenue of the Americas, New York, New York, 10019, United States of
      America. The Lender shall record all Revolving Advances and payments of
      principal made under this Note, but no failure of the Lender to make such
      recordings shall affect the Borrower's repayment obligations under this
      Note.

      All payments by the
      Borrower or any of the Guarantors under this Promissory Note shall be made
      free and clear of and without any deduction or withholding for or on
      account of any present or future taxes, levies, duties or any other
      deductions imposed on interest or other payments, except for Excluded
      Taxes ('Taxes').  If any such
      deductions or withholdings are required to be made for or on account of
      the Taxes, from any amounts payable or paid by the Borrower or any of the
      Guarantors under this Promissory Note, the Borrower or the applicable
      Guarantor shall pay such additional amounts as may be necessary to ensure
      that the Lender receives a net amount equal (on an after-tax basis, taking
      into account any income taxes the Borrower will owe on the additional
      amounts) to the full amount which it would have received had payment not
      been made subject to deduction or withholding. It is understood by
      'Excluded Taxes' in connection with the Lender or any other persons who
      receives a payment from the Borrower by any obligation derived from the
      present Promissory Note, the income tax on their net
      income.

      The undersigned hereby
      waives diligence, demand, protest, and any other notice or demand
      whatsoever in respect to this Promissory Note. 

      This Promissory Note
      shall be governed by, and construed in accordance with, the laws of the
      State of New York; provided, however that if any action or proceeding in
      connection with this Promissory Note were brought to any courts in the
      United Mexican States, this Promissory Note shall be deemed as governed
      under the laws of the United Mexican States.

      Any legal action or
      proceeding arising out of or relating to this Promissory Note may be
      brought in any New York State or Federal court of the United States
      sitting in New York City or any court sitting in the City of Mexico,
      United Mexican States; the undersigned waives the jurisdiction of any
      other courts.

      For the purposes of
      article One Hundred and Twenty-eight of the Mexican General Law of
      Negotiable Instruments (Ley General de Titulos y Operaciones de
      Credito) the term for presentation of this Promissory Note for
      payment, is hereby irrevocably extended one year after the last payment
      date, in the understanding that such extension will not restrict the
      presentation of this Promissory Note before such date, only with respect
      to the amounts due and not paid hereunder. 

      This Promissory Note
      is executed in both English and Spanish versions.  In the case of any conflict or
      doubt as to the proper construction of this Promissory Note, the English
      version shall govern; provided, however, that in any action or proceeding
      brought in any court in the United Mexican  States, the Spanish version shall
      be controlling.
	
      	
      Por
      valor recibido, GLOBAL OFFSHORE MeXICO, S. DE R.L. DE C.V., una sociedad
      de responsabilidad limitada de capital variable constituida y existente de
      conformidad con las leyes de los Estados Unidos Mexicanos (el 'Deudor'), por este
      Pagare promete incondicionalmente pagar a
      la
      orden de _________________ (el 'Acreedor'), la cantidad principal de
      E.U.A. $___________ (___________________________________________ MONEDA DEL CURSO LEGAL DE LOS ESTADOS UNIDOS DE AMeRICA)
      (la 'Cantidad
      Principal') o, en caso de ser menos, la suma total agregada pendiente
      de cada Anticipo Revolvente (segun se define en el Contrato de Credito
      referido mas adelante) hecho por el Acreedor al Deudor, junto con
      intereses sobre el saldo insoluto de cada uno de dichos Anticipos
      Revolventes desde la fecha de dicho Anticipo Revolvente hasta que la suma
      total sea pagada en su totalidad, a las tasas de interes y en los plazos
      establecidos de conformidad con el Contrato de
      Credito.


      Este Pagare es uno de los Pagares Revolventes referidos en, y tiene
      el derecho a los beneficios de, y esta sujeto a los termino de, el
      Contrato de Credito de fecha 9 de marzo de 2004 (como el mismo sea
      adicionado o modificado de tiempo en tiempo, el 'Contrato de Credito'), celebrado entre Global Industries, Ltd., el Deudor, el Acreedor, Credit
      Lyonnais Sucursal Nueva York, como Agente Administrativo de los Acreedores
      y los Acreedores.  Los
      terminos con mayusculas iniciales en este Pagare que son definidos en el
      Contrato de Credito y no son definidos de otra manera en  este
      Pagare, tienen el significado
      que se les atribuye en el Contrato de Credito.  El Contrato de Credito, entre
      otras cosas, (a) establece que para otorgar Anticipos Revolventes por
      parte del Acreedor al Deudor de tiempo en tiempo en una suma total que en
      ningun momento excedera en su agregado a la cantidad en Dolares
      anteriormente mencionada, el endeudamiento del Deudor resultante de cada
      uno de dichos Anticipos Revolventes siendo evidenciado por este Pagare y
      (b) contiene disposiciones para acelerar el vencimiento de este Pagare en
      caso de ocurrir ciertos eventos establecidos en el Contrato de Credito y
      para pagos anticipados de principal con anticipacion al vencimiento de
      este Pagare de conformidad con los terminos y condiciones especificados en
      el Contrato de Credito.


      'Dolares' 'E.U.A.' o 'E.U.A. Dolar'
      significa moneda de curso legal de los Estados Unidos de America.
      


      La
      cantidad principal de este Pagare y los intereses sobre la misma seran
      pagaderos en Dolares, a las 11:00 am hora de Nueva York en fondos
      inmediatamente disponibles, depositados en la cuenta que el Acreedor le
      notifique al Deudor dentro de los tres Dias Habiles anteriores a que el
      pago sea realizado y de lo contrario en 1301 Avenue of the Americas, Nueva
      York, Nueva York, 10019, Estados Unidos de America. .  El Acreedor debera registrar todos
      los Anticipos Revolventes y pagos de principal hechos bajo este Pagare,
      pero la falta del Acreedor de realizar dichos registros no afectara las
      obligaciones de repago del Deudor bajo el presente Pagare.


      Todos
      los pagos a ser realizados por el Deudor o por cualquiera de los Avales
      conforme el presente se haran sin compensacion o contra-reclamacion y sin
      deduccion por o a cuenta de cualquier retencion de impuestos u cualquier
      otro pago presente o futuro salvo por los Impuestos Excluidos ('Impuestos').  Si cualquiera
      de dichas deducciones se requiere que sean hechas por o a cuenta de
      Impuestos, de cualquier cantidad pagadera o pagada por el Deudor, o
      cualquiera de los Avales, conforme este Pagare, el Deudor o el Aval
      aplicable pagara dichas cantidades adicionales que sean necesarias para
      asegurar que el Acreedor reciba una cantidad neta equivalente (en una base
      despues de impuestos, tomando en consideracion cualesquiera impuestos al
      ingreso que la Compania debiera) a la cantidad total que el Acreedor
      hubiere recibido si el pago no se hubiera hecho sujeto a dicho
      Impuesto.  Se entiende por 'Impuestos Excluidos' con respecto al Acreedor, o a cualquier otro que
      reciba un pago del Deudor por alguna obligacion derivada del presente
      Pagare, el impuesto sobre la renta sobre sus ingresos
      netos.


      El
      Deudor renuncia a la presentacion, demanda, protesto y cualquier otra
      notificacion en relacion con este Pagare.



      Este Pagare sera regido e interpretado de conformidad con las leyes del Estado
      de Nueva York, Estados Unidos de America; en la inteligencia,
      sin embargo, de que si cualquier accion o procedimiento en relacion
      con este Pagare se iniciara en los tribunales de los Estados Unidos
      Mexicanos, este Pagare se considerara regido de acuerdo con las leyes de
      los Estados Unidos Mexicanos.


      Cualquier
      accion o procedimiento legal que derive o se relacione con este Pagare
      podra ser instituido en los tribunales del Estado de Nueva York o
      tribunales federales de los Estados Unidos de America localizados en la
      Ciudad de Nueva York o cualquier tribunal federal localizado en la Ciudad
      de Mexico, Distrito Federal, Estados Unidos Mexicanos, renunciando la
      suscrita a la jurisdiccion de cualesquiera otros
      tribunales.


      Para
      los efectos del articulo Ciento Veintiocho de la Ley General de Titulos y
      Operaciones de Credito de Mexico, el plazo para presentacion de este
      Pagare por medio del presente se prorroga irrevocablemente un ano despues
      de la ultima fecha de pago, en el entendido de que dicha extension no
      impedira la presentacion de este Pagare con anterioridad a dicha fecha,
      unicamente por lo que respecta a las cantidades vencidas y no pagadas
      conforme al presente Pagare.


      El
      presente Pagare se suscribe en versiones en ingles y espanol.  En caso de conflicto o duda en
      relacion con la debida interpretacion de este Pagare, la version en ingles
      prevalecera; en la inteligencia, sin embargo de que en
      cualquier procedimiento iniciado en los Estados Unidos Mexicanos,
      prevalecera la version en espanol.

	
      Ciudad de Mexico, Distrito
      Federal, a ___ de _____ de 20__

      City of Mexico,
      Federal District, _________, 20__

      


                                                                        GLOBAL OFFSHORE MEXICO,
S. DE R.L. DE C.V.

                                                                        By:/Por:______________________________________  

                                                                        Title:/Cargo:  Attorney-in-fact/Apoderado                          


                                                                        Domicile:/Domicilio:                                                          




                                                                        AS
GUARANTOR/POR AVAL


                                                                        


                                                                        GLOBAL INDUSTRIES MeXICO HOLDINGS, 
                                                                               
S. DE R.L. DE C.V.


                                                                        By:/Por:______________________________________  

                                                                        Title:/Cargo:  Attorney-in-fact/Apoderado                          


                                                                        Domicile:/Domicilio:                                                          




                                                                        GLOBAL INDUSTRIES SERVICES,  
                                                                                   
S. DE R.L. DE C.V.

                                                                        By:/Por:______________________________________  

                                                                        Title:/Cargo:  Attorney-in-fact/Apoderado                          


                                                                        Domicile:/Domicilio:                                                          





                                                                        GLOBAL INDUSTRIES
OFFSHORE SERVICES,  
                                                                                   
S. DE R.L. DE C.V.

                                                                        By:/Por:______________________________________  

                                                                        Title:/Cargo:  Attorney-in-fact/Apoderado                          


                                                                        Domicile:/Domicilio:                                                          




                                                                        GLOBAL VESSELS MeXICO,  
                                                                             
S. DE R.L. DE C.V.






                                                                        By:/Por:______________________________________  

                                                                        Title:/Cargo:  Attorney-in-fact/Apoderado                          


                                                                        Domicile:/Domicilio:                                                          







EXHIBIT I

FORM OF SECURITY AGREEMENT

        This Security Agreement dated as of [__________,
20__] ('Security Agreement') is between _______________________________, a
__________________ corporation (the 'Debtor'), and Credit Lyonnais New York
Branch, as administrative agent ('Secured Party') for the Credit Parties (as
defined below).

INTRODUCTION

        A.       
Global Industries, Ltd., a Louisiana corporation (the 'Parent Borrower'),
and Global Offshore, S. de R.L. de C.V., a Mexican sociedad de responsabilidad
limitada de capital variable (the 'Mexican Borrower' and, together with the
Parent Borrower, the 'Borrowers'), have entered into a Credit Agreement dated as
of March 9, 2004 (as amended, modified, supplemented or restated from time to
time, the 'Credit Agreement,' the defined terms of which are used in this
Security Agreement unless otherwise defined herein) together with the lenders
party thereto (the 'Lenders') and Credit Lyonnais New York Branch, as
administrative agent ('Administrative Agent') for the Lenders, providing for the
making of Advances by the Lenders and the Swingline Bank, and the issuance of
Letters of Credit by the Issuing Bank.

        B.        
Any Borrower may from time to time enter into one or more Rate Hedging
Agreements with a Lender or an affiliate of a Lender (any such Lender or
affiliate party to a Rate Hedging Agreement being referred to herein as a 'Swap Counterparty,' and together with the Secured Party, the Lenders, the
Administrative Agent, the Issuing Bank, and the Swingline Bank, collectively
referred to herein as the 'Credit Parties').

        C.        [The
Debtor has guaranteed the Mexican Borrower's obligations and the Guarantors'
obligations owing to the Credit Parties under the Credit Documents pursuant to
the Guaranty dated as of 
[_______________] executed by the Debtor in favor of the Secured Party
for the ratable benefit of the Credit Parties (as amended, modified,
supplemented, or restated from time to time, the 'Guaranty').]

        D.        [The
Debtor has guaranteed the Parent Borrower's obligations, the Mexican Borrower's
obligations, and the other Guarantors' obligations owing to the Credit Parties
under the Credit Documents pursuant to the Guaranty dated as of  [_____________] executed by the Debtor
in favor of the Secured Party for the ratable benefit of the Credit Parties (as
amended, modified, supplemented, or restated from time to time, the
'Guaranty').]

        E.        
[The Debtor has guaranteed the Mexican Borrower's obligations owing to
the Credit Parties under the Credit Documents pursuant to the Guaranty dated as
of [________________] executed by the Debtor in favor of the Secured Party for
the ratable benefit of the Credit Parties (as amended, modified, supplemented or
restated from time to time, the 'Guaranty').]

        F.        
Under the Credit Agreement, it is a condition to the making of the
Advances and the issuance of the Letters of Credit that the Debtor shall secure
its obligations under the Credit Documents by entering into this Security
Agreement.

    Therefore, the Debtor hereby agrees with the
Secured Party for its benefit and the benefit of the other Credit Parties as
follows:

Section 1.                 
Definitions.  Any terms used in this Security Agreement that are
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York ('UCC')
shall have the meanings assigned to those terms by the UCC, unless otherwise
defined in this Security Agreement.

Section 2.                 
Security Interest.

        2.01         
Grant of Security Interest.  The Debtor hereby grants to the Secured
Party for its benefit and the ratable benefit of the Credit Parties a security
interest in the Collateral (as defined in Section 2.02 below) to secure the
performance and payment of (a) the Obligations of the [Debtor] [Parent Borrower]
[Mexican Borrower] [Guarantors] now and hereafter existing under the Credit
Agreement, the Notes, the Guaranties (as defined in the Credit Agreement), and
any other Credit Documents, whether for principal, Reimbursement Obligations,
Rate Hedging Obligations owing to any Counterparty, interest, fees, expenses,
indemnification, or otherwise, and (b) all obligations of the Debtor now or
hereafter existing under this Agreement or the other Credit Documents (all such
obligations being the 'Secured Obligations').

        2.02         
Collateral. 
'Collateral' shall mean all of Debtor's right, title, and interest in the
following, whether now owned or hereafter created or acquired or arising:

        (a)               
Accounts. 
All accounts, documents, instruments, chattel paper, and general
intangibles (each as defined in Article 9 of the UCC), including, without
limitation, (i) all accounts receivable, contract rights, book debts, notes,
drafts, and other obligations or indebtedness owing to Debtor arising from the
sale, lease, or exchange of goods or other property and/or the performance of
services and (ii) (A) all insurances (including, without limitation, all
certificates of entry in protection and indemnity and war risks associations or
clubs) in respect of the Mortgaged Vessels and all renewals of and replacements
for the same, (B) all claims, returns of premium and other moneys due and to
become due under or in respect of said insurances and (C) all other rights of
the Debtor under or in respect of said insurances; (all such accounts,
documents, instruments, chattel paper and general intangibles being the
'Accounts');

        (b)              
Inventory. 
All inventory (as defined in Article 9 of the UCC) wherever located,
including, without limitation, finished goods, raw materials, work in process,
and all other personal property of every kind and description held for sale,
rental, or lease or held to be furnished under contracts for services, or held
for use in the processing, packaging, delivery, or shipping of such property,
inventory in joint production with another Person, inventory in which Debtor has
an interest as consignee and goods which are returned to or repossessed by the
Debtor or stopped in transit by the Debtor, and other materials and supplies
(including packaging and shipping materials) used or consumed in the manufacture
or production thereof (all such inventory being the 'Inventory').

        (c)               
Proceeds. 
All proceeds of the foregoing Collateral and, to the extent not otherwise
included, all payments under any insurance, indemnity, warranty, or guaranty of
or for the foregoing Collateral; and

        (d)              
Records. 
All accounting records, computer files and programs, files, records, and
documents relating to the foregoing Collateral (the 'Records').

Notwithstanding the foregoing, Collateral does not include
any MARAD Collateral.

        2.03         
Use of the Collateral.  So long as no Event of Default has
occurred and is continuing, the Debtor shall be entitled to use and possess the
Collateral, subject to the rights, remedies, powers, and privileges of the
Secured Party under this Security Agreement.

        2.04         
Debtor Remains Liable.  Anything herein to the contrary
notwithstanding: (a) the Debtor shall remain liable under any contracts and
agreements included in the Collateral to the extent set forth therein to perform
its obligations thereunder to the same extent as if this Security Agreement had
not been executed; (b) as between the Debtor and the Secured Party, the exercise
by the Secured Party of any rights hereunder shall not release the Debtor from
any obligations under any contracts and agreement included in the Collateral;
and (c) Secured Party shall not have any obligation under any contracts and
agreements included in the Collateral by reason of this Security Agreement, nor
shall Secured Party be obligated to perform or fulfill any of the obligations of
the Debtor thereunder, including any obligation to make any inquiry as to the
nature or sufficiency of any payment the Debtor may be entitled to receive
thereunder, to present or file any claim, or to take any action to collect or
enforce any claim for payment thereunder

Section 3.                 
Representations and Warranties.  The Debtor hereby represents and
warrants the following to the Secured Party and the Credit Parties:

        3.01         
Debtor's Name. 
The true and correct name of the Debtor is the name of the Debtor as
listed on the signature pages to this Security Agreement.

        3.02         
Inventory. 
All of the Inventory owned by the Debtor is located at the facilities
specified on the attached Schedule 3.02.  No Persons other than Debtor have
possession of any of the Collateral. 
No negotiable document has been issued to represent any Inventory.

        3.03         
Accounts. 
The chief place of business and chief executive office of the Debtor and
the office where the Debtor keeps the Records are located at the address set
forth in the attached Schedule 3.03. 
None of the Accounts are evidenced by a promissory note or other
instrument.  To the best of Debtor's
knowledge each Account constitutes the legally valid and binding obligation of
the customer obligated to pay the same arising from the sale, lease or rendition
by Debtor of goods or services.  The
amount represented by Debtor to the Secured Party as owing by each customer is
the correct amount actually and unconditionally owing.  Each Account arose or shall have arisen
in the ordinary course of Debtor's business.  To the best of Debtor's knowledge no
customer has any defense, set-off, claim or counterclaim against Debtor that can
be asserted against the Debtor, whether in any proceeding to enforce the Secured
Party's rights in the Collateral or otherwise.

        3.04         
Ownership; Other Liens.  The Debtor is and will be the record and
beneficial owner of all of the Collateral free and clear of any Lien, except for
the security interests created by this Security Agreement and other Liens
permitted by the Credit Agreement. 
No effective financing statement or other instrument similar in effect
covering all or any part of the Collateral is or will be on file in any
recording office, except such as may have been filed in connection with
(a) Liens created by this Security Agreement or (b) other Liens
permitted by the Credit Agreement.

        3.05         
Lien Priority and Perfection.  The security interest in the Collateral
created pursuant to this Security Agreement creates a valid, binding, and
perfected first priority security interest in the Collateral, securing the
payment, performance and observance of the Secured Obligations, and such
security interests will be perfected first priority security interests upon the
filing of appropriate financing statements naming the Debtor as debtor and
Secured Party as secured party in the jurisdictions set forth on the attached
Schedule 3.05, to the extent such interest may be perfected under the UCC.

        3.06         
Authorizations and Approvals.  No other authorization, approval, or
other action by, and no notice to or filing with, any Governmental Authority is
necessary to grant the security interests contemplated hereby, or to allow the
Debtor to perform its obligations hereunder, or to permit the Secured Party or
any Credit Party to exercise its rights and remedies hereunder.

Section 4.                 
Debtors' Covenants.

        4.01         
Further Assurances.  The Debtor agrees that at any time, at
such Debtor's expense, such Debtor shall promptly execute and deliver all
further instruments and documents and take all further action that may be
necessary and that the Secured Party or any Credit Party may reasonably request
in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Secured Party or any Credit Party to exercise
and enforce its rights and remedies hereunder with respect to any
Collateral.  Without limiting the
generality of the foregoing, the Debtor will at the Secured Party's request
(a) deliver and pledge to the Secured Party, duly indorsed or accompanied
by duly executed instruments of transfer or assignment, in form and substance
reasonably satisfactory to the Secured Party, any instrument, document, or
chattel paper representing any Account or arising as a result of the disposition
of any Collateral, and (b) execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices as may
be reasonably necessary and as the Secured Party may reasonably request in order
to perfect and preserve the security interests granted or purported to be
granted hereby.  The Debtor shall
furnish to the Secured Party from time to time any statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Secured Party may reasonably request.

        4.02         
Accounts and Inventory.  The Debtor shall use commercially
reasonable efforts to collect payments on the Accounts when due.  The Debtor shall perform its obligations
under each contract related to or giving rise to any Account. Except for
Inventory in transit in the ordinary course of business, the Debtor shall keep
all of the Inventory at the locations listed on Schedule 3.02.  The Debtor shall not permit any
negotiable document to represent any Inventory.  The Debtor shall maintain and protect
the Inventory and promptly furnish to the Secured Party a statement regarding
any material loss or damage to the Inventory.

        4.03         
Insurance. 
Upon the request of the Secured Party, after the occurrence and during
the continuance of an Event of Default, the Debtor shall execute and deliver to
the Secured Party any additional assignments and other documents as may be
necessary or desirable to enable the Secured Party to directly collect any
insurance proceeds.

        4.04         
Transfer of Collateral; Release of Security
Interest.  The Debtor shall not
sell, assign (by operation of law or otherwise), or otherwise dispose of any of
the Collateral, except as permitted by the Credit Agreement.  The Secured Party shall promptly, at the
Debtor's expense, execute and deliver all further instruments and documents, and
take all further action that the Debtor may reasonably request in order to
release its security interest in any Collateral which is disposed of in
accordance with the terms of the Credit Agreement.

        4.05         
Change of Name, Etc.  The Debtor will notify the Secured Party
in writing 15 days prior to any change in the Debtor's name, identity or
corporate structure, location of its chief executive office, chief place of
business, or office where the Debtor keeps its Records, or state of
incorporation.

Section 5.                 
Remedies. 
If any Event of Default shall have occurred and be continuing:

        5.01         
UCC Remedies. 
To the extent permitted by law, the Secured Party may exercise, in
respect of the Collateral, in addition to other rights and remedies provided for
in this Security Agreement or otherwise available to it, all the rights and
remedies of a secured party under the UCC (whether or not the UCC applies to the
affected Collateral).

        5.02         
Assembly of Collateral.  The Secured Party may require the Debtor
to, at the Debtor's expense, promptly assemble all or part of the Collateral and
make it available to the Secured Party at a place to be designated by the
Secured Party.  The Secured Party
may occupy any premises owned or leased by the Debtor where the Collateral or
any part thereof is assembled for a reasonable period in order to effectuate its
rights and remedies hereunder or under law, without obligation to the Debtor in
respect of such occupation.  The
Secured Party shall have no obligation to take any action to assemble or
otherwise take control of the Collateral, whether for the purposes of sale or
otherwise.

        5.03         
Sale of Collateral.  Upon at least ten Business Days prior
written notice to the Debtor of the time and place of any proposed sale or other
disposition, the Secured Party may sell all or part of the Collateral at a
public or private sale, at any of the Secured Party's offices or elsewhere, for
cash, on credit, or for future delivery, and upon such other terms as the
Secured Party deems commercially reasonable.  The Secured Party shall not be obligated
to make any sale of Collateral regardless of notice of sale having been
given.  The Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

        5.04         
Accounts. 
The Secured Party may, or may direct any Debtor to, take any action the
Secured Party deems reasonably necessary or advisable to enforce collection of
the Accounts including, without limitation, notifying the account debtors or
obligors under any Accounts of the assignment of such Accounts to the Secured
Party and directing such account debtors or obligors to make payment of all
amounts due or to become due directly to the Secured Party.  Upon such notification and direction,
and at the expense of the Debtor, the Secured Party may enforce collection of
any such Accounts, and adjust, settle, or compromise the amount or payment
thereof in the same manner and to the same extent as the Debtor might have
done.  After receipt by the Debtor
of the notice referred to above, all amounts and proceeds (including
instruments) received by the Debtor in respect of the Accounts shall be received
in trust for the benefit of the Secured Party hereunder, shall be segregated
from other funds of the Debtor, and shall promptly be paid over to the Secured
Party in the same form as so received (with any necessary endorsement) to be
held as Collateral.  None of the
Debtors shall adjust, settle, or compromise the amount or payment of any
receivable, or release wholly or partly any account debtor or obligor thereof,
or allow any credit or discount thereon.

        5.05         
Special Provisions for Collateral Located in Louisiana  The following shall apply if the
foreclosure rights and remedies are governed by the laws of Louisiana.  Upon the existence and during the
continuance of an Event of Default, the Secured Party shall have the right to
cause the Collateral to be seized and sold under Louisiana executory or ordinary
process, at the Secured Party's sole option, without appraisement, appraisement
being hereby expressly waived, as an entirety or in portions as the Secured
Party may determine, to the highest bidder for cash, and otherwise exercise the
rights, powers and remedies afforded herein and under applicable Louisiana
law.  For purposes of Louisiana
executory process, the Debtor acknowledges the Secured Obligations and does
hereby confess judgment in favor of the Secured Party for the full amount of the
Secured Obligations not paid when due. 
Any and all declarations of fact made by authentic act before a notary
public in the presence of two witnesses by a person declaring that such facts
lie within his knowledge shall constitute authentic evidence of such facts for
the purpose of executory process. 
The Debtor hereby waives: (a) the benefit of appraisement as
provided in Louisiana Code of Civil Procedure Articles 2332, 2336, 2723 and
2724, and all other laws conferring the same; (b) the demand and three
days' delay accorded by Louisiana Code of Civil Procedure Articles 2639 and
2721; (c) the notice of seizure required by Louisiana Code of Civil
Procedure Articles 2293 and 2721; (d) the three days' delay provided
by Louisiana Code of Civil Procedure Articles 2331 and 2722; and (e) the
benefit of the other provisions of Louisiana Code of Civil Procedure Articles
2331, 2722 and 2723, not specifically mentioned above.  In the event the Collateral or any part
thereof is seized as an incident to an action for the recognition or enforcement
of this Agreement by executory process, ordinary process, sequestration, writ of
fieri facias, or otherwise, the Debtor and Secured Party agree that the court
issuing any such order shall, if petitioned for by the Secured Party, direct the
applicable sheriff to appoint as a keeper of the Collateral, the Secured Party
or any agent designated by the Secured Party or any person named by the Secured
Party at the time such seizure is effected.  This designation of a keeper will be
pursuant to Louisiana Revised Statutes 9:5136-9:5140.2 and the Secured
Party or its agent shall be entitled to all the rights and benefits of a keeper
afforded thereunder as the same may be amended.  The Secured Party shall not be obligated
to petition the court for the appointment of a keeper.

        5.06         
Application of Collateral.  The proceeds of any sale or other
realization upon all or any part of the Collateral shall be applied by the
Secured Party in the order set forth in Section 7.06 of the Credit
Agreement.

Section 6.                 
Secured Party as Attorney-in-Fact for Debtor.

        6.01         
Attorney‐In‐Fact. 
The Debtor hereby irrevocably appoints the Secured Party as the Debtor's
attorney‐in‐fact, with full authority, after the occurrence and during the
continuation of an Event of Default, to act for the Debtor and in the name of
the Debtor, in the Secured Party's discretion upon the occurrence and during the
continuation of Default, to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the
Collateral without the signature of the Debtor where permitted by law, to
receive, endorse, and collect any drafts or other instruments, documents, and
chattel paper which are part of the Collateral, and to ask, demand, collect, sue
for, recover, compromise, receive, and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral and to file
any claims or take any action or institute any proceedings which the Secured
Party may reasonably deem necessary or desirable for the collection of any of
the Collateral or otherwise to enforce the rights of the Secured Party with
respect to any of the Collateral.

        The power of attorney granted hereby is coupled
with an interest and is irrevocable.

        6.02         
Secured Party Performance.  If the Debtor fails to perform any
covenant contained herein, the Secured Party may itself perform, or cause
performance of, such covenant, and the Debtor shall pay for the expenses of the
Secured Party incurred in connection therewith in accordance with
Section 7.01.

        6.03         
Secured Party's Duties.  The powers conferred on the Secured
Party under this Security Agreement are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the reasonable
care of any Collateral in its possession and the accounting for monies or other
property actually received by it hereunder, the Secured Party shall have no duty
as to any Collateral or as to the taking of any necessary steps to preserve
rights against prior parties or any other rights pertaining to any
Collateral.  The Secured Party shall
be deemed to have exercised reasonable care as to the custody and preservation
of the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Secured Party accords its own property,
provided that the Secured Party shall have no responsibility for taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral.

Section 7.                 
Miscellaneous.

        7.01         
Expenses. 
The Debtor shall upon demand pay to the Secured Party for its benefit and
the benefit of the other Credit Parties the amount without duplication of any
expenses, including the disbursements and reasonable fees of its counsel and of
any experts and agents, which the Secured Party and the other Credit Parties may
incur in connection with (a) the custody, preservation, use, or operation
of, or the sale, collection, or other realization of, any of the Collateral,
(b) the exercise or enforcement of any of the rights of the Secured Party
or any Credit Party hereunder, and (c) the failure by the Debtor to perform
or observe any of the provisions hereof.

        7.02         
Amendments, Etc. 
No amendment or waiver of any provision of this Security Agreement nor
consent to any departure by the Debtor from the terms of this Security Agreement
shall be effective unless the same shall be in writing and signed by the Debtor,
the Secured Party, and either, as required by the Credit Agreement, the Majority
Lenders or all the Lenders, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

        7.03         
Addresses for Notices.  All notices and other communications
provided for hereunder shall be made as provided in the Credit Agreement.  All such notices and other
communications shall be effective as provided in the Credit Agreement.

        7.04         
Continuing Security Interest; Transfer of Interest.  This Security Agreement shall create a
continuing security interest in the Collateral and shall (a) remain in full
force and effect until indefeasible payment in full and termination of the
Secured Obligations, (b) be binding upon the Debtor, the Secured Party, the
Credit Parties and their respective successors, and assigns, and (c) inure,
together with the rights and remedies of the Secured Party hereunder, to the
benefit of, and be binding upon, the Secured Party, the Credit Parties, and
their respective successors, transferees, and assigns.  Without limiting the generality of the
foregoing clause, when any Credit Party assigns or otherwise transfers any
interest held by it under the Credit Agreement or other Credit Document to any
other Person pursuant to the terms of the Credit Agreement or other Credit
Document, that other Person shall thereupon become vested with all the benefits
held by such Credit Party under this Security Agreement.  Upon the indefeasible payment in full
and termination of the Secured Obligations, the security interest granted hereby
shall terminate and all rights to the Collateral shall revert to the Debtor to
the extent such Collateral shall not have been sold or otherwise applied
pursuant to the terms hereof.  Upon
any such termination, the Secured Party, at the Debtor's expense, will execute
and deliver to the Debtor such UCC statements and other documentation as the
Debtor shall reasonably request and take any other actions reasonably requested
by the Debtor to evidence or effect such termination.

        7.05         
Waiver of Rights of Appraisement.  The Debtor hereby expressly waives the
rights of appraisement, notice, or delay and expressly agrees to the immediate
seizure of the Collateral in the event of suit thereon.

        7.06         
Choice of Law; Submission to Jurisdiction.

        (a)               
This Security Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, except to the
extent that the validity or perfection of the security interests hereunder, or
remedies hereunder, in respect of any particular Collateral are governed by the
laws of a jurisdiction other than the State of New York.

        (b)              
Notwithstanding anything in Section 7.06(a) hereof to the
contrary, nothing in this Security Agreement shall be deemed to constitute a
waiver of any rights which the Secured Party, the Administrative Agent, the
Issuing Bank, any of the Lenders or any of the other Credit Parties may have
under the National Bank Act or other federal law, including, without limitation,
the right to charge interest at the rate permitted by the laws of the state
where the Secured Party, the Administrative Agent, the Issuing Bank, the
applicable Lender or any other applicable Credit Party is located.

        (c)               
THE DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW
YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
CREDIT DOCUMENTS AND THE DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.

        (d)              
THE DEBTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN RESPECT OF ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY,  (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT, ANY OTHER
CREDIT DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  ANY JUDICIAL PROCEEDING BY THE DEBTOR
INVOLVING, DIRECTLY OR INDIRECTLY, THIS SECURITY AGREEMENT, OR ANY MATTER IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY OTHER CREDIT DOCUMENT
SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK.





        The parties hereto have caused this Security
Agreement to be duly executed as of the date first above written.


  
    
      
        
DEBTOR:

[DEBTOR]

By:                                                                                   


Name:                                                                              


Title:                                                                                 


SECURED
PARTY:

CREDIT
LYONNAIS NEW YORK BRANCH

as agent for
the ratable benefit of the Credit Parties

By:                                                                                   


Name:                                                                              


Title:                                                                                 


        

      

    

  








EXHIBIT J

FORM OF SWINGLINE NOTE

$10,000,000                                                                                                              
[March 9, 2004]

        For value received, the undersigned Global
Industries, Ltd., a Louisiana corporation (the 'Borrower'), hereby promises to
pay to the order of Credit Lyonnais New York Branch (the 'Swingline Bank') the
principal amount of Ten Million and No/100 Dollars ($10,000,000) or, if less,
the aggregate outstanding principal amount of each Swingline Advance (as defined
in the Credit Agreement referred to below) made by the Swingline Bank to the
Borrower, together with interest on the unpaid principal amount of each such
Swingline Advance from the date of such Swingline Advance until such principal
amount is paid in full, at such interest rates, and at such times, as are
specified in the Credit Agreement.

        This Note is the Swingline Note referred to in,
and is entitled to the benefits of, and is subject to the terms of, the Credit
Agreement dated as of March 9, 2004 (as the same may be amended or modified from
time to time, the 'Credit Agreement'), among the Borrower, the Mexican Borrower,
the Lenders named therein, and Credit Lyonnais New York Branch, as
Administrative Agent.  Capitalized
terms used in this Note that are defined in the Credit Agreement and not
otherwise defined in this Note have the meanings assigned to such terms in the
Credit Agreement.  The Credit
Agreement, among other things, (a) provides for the making of Swingline
Advances by the Swingline Bank to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the Dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Swingline
Advance being evidenced by this Note and (b) contains provisions for
acceleration of the maturity of this Note upon the happening of certain events
stated in the Credit Agreement and for prepayments of principal prior to the
maturity of this Note upon the terms and conditions specified in the Credit
Agreement.

        Both principal and interest are payable in
lawful money of the United States of America to the Administrative Agent at 1301
Avenue of the Americas, New York, New York 10019 (or at such other location or
address as may be specified by the Administrative Agent to the Borrower) in same
day funds.  The Swingline Bank shall
record all Swingline Advances and payments of principal made under this Note,
but no failure of the Swingline Bank to make such recordings shall affect the
Borrower's repayment obligations under this Note.

        Except as specifically provided in the Credit
Agreement, the Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration, and any other notice of any
kind.  No failure to exercise, and
no delay in exercising, any rights hereunder on the part of the holder of this
Note shall operate as a waiver of such rights.

        The Obligations evidenced by this Note are
guaranteed by certain Guaranties and secured pursuant to the terms of certain of
the Security Documents.





        This Note shall be governed by, and construed
and enforced in accordance with, the laws of the state of New York.


  
    
      
        
          
GLOBAL
INDUSTRIES, LTD.

By:                                                                                   


Name:                                                                              


Title:                                                                                 


          

        

      

    

  




















EXHIBIT K






MORTGAGE, ASSIGNMENT OF
LEASES, AND SECURITY AGREEMENT

SECURING FUTURE
ADVANCES




BY



CREDIT LYONNAIS NEW YORK
BRANCH




        BE IT KNOWN, that on this 9th
day of March, 2004, before me, the undersigned Notary Public duly commissioned
and qualified, personally came and appeared:




  
Global Industries, Ltd., a
Louisiana corporation, appearing herein through its undersigned officer duly
authorized hereunto, pursuant to resolutions of its Board of Directors, a
certified copy of which is annexed hereto, which has a mailing address of 8000
Global Drive, Carlyss, Louisiana, 70665, and a Federal Tax Identification No. of
72-1212563 ('Mortgagor'),



  



which said Mortgagor did acknowledge and declare
for the benefit of CREDIT LYONNAIS NEW YORK BRANCH, whose federal tax
identification number is ____________________, with a mailing address of 1301
Avenue of the Americas, New York, New York 10019, individually (in such
capacity, 'CLNY') and as administrative agent (in such capacity, 'Administrative Agent')
for the Credit Parties (as hereinafter defined), with the Administrative Agent
acting hereunder on behalf of the Credit Parties being referred to as 'Mortgagee', as follows:



RECITALS



        A.
Mortgagor and Global
Offshore Mexico, S. de R.L. de C.V., a Mexican sociedad de responsabilidad
limitada de capital variable (the 'Mexican Borrower' and, together with
the Mortgagor, the 'Borrowers'), have entered into a Credit Agreement
dated as of March 9, 2004 (as amended, modified, supplemented or restated from
time to time, the 'Credit Agreement') together with the lenders party
thereto (the 'Lenders'), and the Administrative Agent, providing for the
making of Advances by the Lenders and the Swingline Bank, and the issuance of
Letters of Credit by the Issuing Bank. (All
capitalized terms not otherwise defined in this Mortgage shall have the meaning
assigned to such terms in the Credit Agreement).



        B. Mortgagor desires to execute this Mortgage in
order to secure the full and punctual payment and performance of the
Indebtedness (as hereinafter defined).



        C. The making of the loans by the Credit Parties
to the Borrowers has been and will in the future be of substantial benefit to
the Mortgagor and, consequently, the Mortgagor has agreed to execute and deliver
this Mortgage and to grant the mortgage liens and security interests provided
for herein.



        NOW, THEREFORE, the Mortgagor
hereby agrees with the Mortgagee, for its benefit and the benefit of the Credit
Parties, as follows:



ARTICLE 1

Definitions



        Section 1.1 Terms Defined Above.
As used in this Mortgage, the terms 'CLNY,' 'Administrative Agent,' 'Mortgagee,'
'Mortgagor,' 'Mexican Borrower,' 'Borrowers,' and 'Credit Agreement' shall have the meanings
indicated above.



        Section 1.2 Certain Definitions. As
used in this Mortgage, the following terms shall have the meanings indicated,
unless the context otherwise requires:



        'Collateral' shall have the meaning set
forth in Section 2.3 ('Security Interests') of this
Mortgage.



        'Credit Parties' shall mean the Lenders,
the Administrative Agent, the Issuing Bank, and the Swingline Bank, and their
respective successors and assigns.



        'Default' shall mean the occurrence of
any of the events specified (or incorporated by reference to the Credit
Agreement) in Section 5.1 ('Events of Default') hereof, whether or not
any requirement for notice or lapse of time or other condition precedent has
been satisfied.



        'Default Rate' shall mean the rate of
interest then payable under the Credit Agreement for a past-due Base Rate
Advance.



        'Event of Default' shall have the meaning
set forth in Section 5.1 ('Events of Default') of this
Mortgage.



        'Indebtedness' shall mean the Secured
Obligations and all of the following: 




  
(a) the payment of all other amounts with
interest thereon becoming due and payable under the terms of the Credit
Documents, or any instrument securing or executed in connection with the Notes,
including (but not limited to) any monies advanced by the Administrative Agent,
the Issuing Bank, the Swingline Bank, or any of the Lenders on behalf of any
Borrower; 



(b) any extension, modification, renewal or
reamortization of the Secured Obligations, and any increase or addition thereto;
and



(c) the payment of all other indebtedness and
obligations, of whatever kind or character, now owing or which may hereafter
become owing by Mortgagor, any Borrower, or any guarantor of the Secured
Obligations to the Credit Parties, pursuant to the terms and conditions of the
Credit Documents, whether such indebtedness is direct or indirect, primary or
secondary, fixed or contingent, or arises out of or is evidenced by a note, deed
of trust, open account, overdraft, endorsement, surety agreement, guaranty or
otherwise, it being contemplated that Mortgagor and the Borrowers may hereafter
become indebted to the Credit Parties for further sum or sums.



  



        'Leases' shall have the meaning set forth
in Section 2.2 ('Assignment of Leases and Rentals') of this
Mortgage.

        'Lenders' shall mean the lenders
(including CLNY) which are parties to the Credit Agreement and their respective
successors and assigns.

        'Lien' shall mean any interest in
property securing an obligation owed to, or a claim by, a Person other than the
owner of the property, whether such interest is based on jurisprudence, statute,
or contract, and including but not limited to the lien or security interest
arising from a mortgage, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes.
The term 'Lien' shall include reservations, exceptions, encroachments,
easements, servitudes, usufructs, rights-of-way, covenants, conditions,
restrictions, leases and other title exceptions and encumbrances affecting
property. For the purposes of this Mortgage, the Mortgagor shall be deemed to be
the owner of any property which it has accrued or holds subject to a conditional
sale agreement, financing lease or other arrangement pursuant to which title to
the property has been retained by or vested in some other Person for security
purposes.



        'Mortgage' shall mean this Mortgage,
Assignment of Leases and Security Agreement Securing Future Advances, as amended
or supplemented from time to time.



        'Mortgaged Property' shall have the
meaning set forth in Section 2.1 ('Hypothecation') of this
Mortgage.



        'Note'
and 'Notes' shall have the
meanings set forth in the Credit Agreementand shall include
all extensions, renewals, modifications, increases and rearrangements of
same.



        'Permitted Prior Liens' shall have the
meaning set forth in the Credit Agreement.



        'Person' shall mean any individual,
corporation, limited liability company, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof, or any other form of
entity.



        'Premises' shall have the meaning set
forth in Section 2.1 ('Hypothecation') of this Mortgage.



        'Proceeds' shall mean all cash and
non-cash proceeds of, and all other profits, rentals or receipts, in whatever
form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition of, or realization upon, Collateral, including without
limitation all claims of the Mortgagor against third parties for loss of, damage
to or destruction of, or for proceeds payable under, or unearned premiums with
respect to, policies of insurance in respect of, any Collateral, and any
condemnation or requisition payments with respect to any Collateral, and
including proceeds of all such proceeds, in each case whether now existing or
hereafter arising.



        'Rentals' shall have the meaning set
forth in Section 2.2 ('Assignment of Leases and Rentals') of this
Mortgage.



        'Secured Obligations' shall mean the
Obligations (as such term is defined in the Credit Agreement), including but not
limited to: 




  
(a) the obligations of the Borrowers under the
Notes (which in the aggregate have a stated principal amount of up to
$150,000,000), with interest at the rate stipulated therein and providing for
final maturity on or before March 9, 2007;



(b) the obligations of the Guarantors under the
Guaranties; and



(c) any other obligations of the Borrowers or
the Guarantors arising under any Credit Documents, together with any extensions,
modifications, substitutions, amendments and renewals thereof, the terms of
which are incorporated herein by reference, whether for principal, interest,
fees, expenses, indemnification or otherwise.



  



        'Security Interests' shall mean the
mortgage liens, collateral assignments, and security interests in the Collateral
and Proceeds granted hereunder securing the Indebtedness.



        'Tenants' shall have the meaning set
forth in Section 2.2 ('Assignment of Leases and Rentals') of this
Mortgage.



        'UCC' shall mean the Uniform Commercial
Code, Commercial Laws-Secured Transactions (Louisiana Revised Statutes 10:9-101
through 9-605) in the State of Louisiana, as amended from time to time;
provided that if by reason of mandatory provisions of law, the
perfection or the effect of perfection or non-perfection of the Security
Interests in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than Louisiana, 'UCC' means the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or effect of perfection or
non-perfection.



        Section 1.3 Uniform Commercial Code
Definitions. As used herein, the terms 'fixtures,' 'inventory,' 'goods,' 'accounts,' and
'equipment,' shall have the meanings given to those terms under
the UCC.



ARTICLE 2

Liens and Security
Interest



        Section 2.1 Hypothecation. In order to
secure all present and future Indebtedness, all according to the terms and tenor
hereof, Mortgagor does by these presents specially mortgage, affect and
hypothecate in favor of Mortgagee, for the benefit of the Credit Parties, the
following described property, to-wit:



See Exhibit 'A' attached
hereto and made a part hereof by reference;



together with all the buildings and improvements
situated on the above-described immovable property and all appurtenances,
rights, ways, privileges, servitudes, prescriptions and advantages thereunto
belonging or in anywise appertaining, including, but without limitation, all
component parts of the above-described immovable property, and all component
parts of any building or other construction located on the above-described
immovable property, now or hereafter a part of or attached to said immovable
property or used in connection therewith (said immovable property, together with
said buildings and improvements and other rights, privileges and interests
encumbered or conveyed hereby collectively referred to as the 'Premises')
and, further, together with the right to receive proceeds attributable to the
insurance loss of the Premises, all as provided in Louisiana Revised Statutes
9:5386. (All of the foregoing immovable and movable property and incorporeal
rights covered by and subject to this Mortgage are herein collectively referred
to as the 'Mortgaged Property.')



        The Mortgaged Property is to remain so specially
mortgaged, affected and hypothecated unto and in favor of the Mortgagee until
the full and final payment or discharge of the Indebtedness, and the Mortgagor
is herein and hereby bound and obligated not to sell or alienate the Mortgaged
Property, except under circumstances, if any, expressly permitted by the Credit
Agreement. 



        Section 2.2 Assignment of Leases and
Rentals. In accordance with the
provisions of La. R.S. 9:4401, and to further secure the full and punctual payment and performance of
all present and future Indebtedness, the Mortgagor does hereby assign and pledge
unto Mortgagee, for the benefit of the Credit Parties, and grant a continuing
security interest in, all of the Mortgagor's right, title and interest in and to
(i) all leases affecting the Mortgaged Property or any part thereof, whether now
existing or hereafter arising, together with any and all renewals, extensions or
modifications thereof (the 'Leases'), and (ii) all rentals, income,
profits, security deposits and other sums due or becoming due under the Leases
(the 'Rentals'). The rights assigned by this Mortgage include, without
limitation, all of the Mortgagor's right, power, privilege and option to modify,
amend or terminate the Leases, or waive or release the performance or
satisfaction of any duty or obligation of any tenant or lessee (each a 'Tenant') under the Leases.



        Section 2.3 The Security Interests. In
order to secure the full and punctual payment and performance of all present and
future Indebtedness, the Mortgagor hereby grants to the Mortgagee, for the
benefit of the Credit Parties, a continuing security interest in and to all
right, title, and interest of the Mortgagor in, to, or under the following
property, whether now owned or existing or hereafter acquired or
arising:




  
(a) all of the movable property now or hereafter
used in or found on or about the Premises, now owned or hereafter acquired by
Mortgagor, including, but not limited to, all goods that become fixtures, all
heating, lighting, refrigeration, plumbing, ventilating, laundry, incinerating,
water-heating, cooking, dishwashing, electrical and air conditioning equipment,
fixtures and appurtenances, together with all disposals, dishwashers, machinery,
elevators, pumps, generators, sprinklers, wiring, pipe, doors, motors,
compressors, boilers, condensing units, range hoods, windows, window screens,
window shades, venetian blinds, awnings, drapes, shelving, mantels, cabinets,
paneling, rugs and other floor coverings, and shrubbery, all building materials,
inventory, furniture, appliances, goods, equipment and machinery and all
renewals, replacements and substitutions thereof and additions thereto and
Mortgagor's current and future rights as lessee under leases of any of the
foregoing; all rights, titles and interests of Mortgagor in and to all timber to
be cut from the Premises covered hereby and all minerals in, under and upon,
produced or to be produced from the Premises, and without limitation of the
foregoing, any and all permits, licenses, approvals, rights, rents, revenues,
benefits, leases, concessions, licenses, tenements, hereditaments and
appurtenances now or hereafter owned by Mortgagor and appertaining to, generated
from, arising out of or belonging to the above described properties or any part
thereof. Some of the said items are to become 'fixtures' on the
Premises;



(b) All judgments, awards of damages, insurance
proceeds and settlements hereafter made resulting from condemnation proceedings
or the taking of all or any part of the Premises under the power of eminent
domain, or for any damage (whether caused by a taking, a casualty or otherwise)
to the Premises or any part thereof, or to any rights appurtenant thereto,
including, but not limited to, any award for change of grade of streets. The
Mortgagee is hereby authorized, but shall not be required, on behalf and in the
name of Mortgagor to execute and deliver valid acquittances for, and to appeal
from, any such judgments or awards. Subject to the terms and conditions of the
Credit Agreement, the Mortgagee may apply all such sums or any part thereof so
received as a payment on the Indebtedness;



(c) all bonuses, rents, royalties and other
accounts resulting from the sale of severed minerals or the like (including oil
and gas) accrued or to accrue under all oil, gas or mineral leases affecting the
Premises, now existing or which may hereafter come into existence. Mortgagor
directs payment of the same to the Mortgagee, for the benefit of the Credit
Parties, at the option of the Mortgagee and upon written demand of the Mortgagee
therefor, to be applied to the Indebtedness until paid, whether due or not,
after any Event of Default;



(d) all books and records (including, without
limitation, accounting records, customer lists, credit files, computer programs
and data, tapes, disks, punch cards, data processing software, transaction
files, master files, printouts and other computer materials and records) of the
Mortgagor relating to the Premises; and



(e) all Proceeds and products of all or any of
the Collateral described in clauses (a) through (d) hereof and, to the extent
not otherwise included, all payments under any insurance, indemnity, warranty or
guaranty of or for the foregoing Collateral.



  



The term 'Collateral' means each and all of the
items and property described in clauses (a)-(e) above, together with the
Mortgaged Property, the Leases, the Rentals and the property described in the
balance of this Section 2.3 below.



        Without limitation of the foregoing, the
'Collateral' shall also include all right, title, and interest now owned or
hereafter acquired by Mortgagor in and to the following described property and
all replacements or substitutions therefor and all products and proceeds
thereof:




  
(a) all contracts, now or hereafter entered into
by and between the Mortgagor and any contractor or supplier as well as all
right, title, and interest of Mortgagor under any subcontracts, providing for
the construction (original, restorative, or otherwise) of any improvements to or
on any of the Premises or the furnishing of any materials, supplies, equipment,
or labor in connection with any such construction



(b) all of the plans, specifications, and
drawings (including but not limited to plot plans, foundations plans, floor
plans, elevations, framing plans, cross-sections of walls, mechanical plans,
electrical plans and architectural and engineering plans, and architectural and
engineering studies and analyses) heretofore or hereafter prepared by any
architect or engineer, in respect of any of the Premises;



(c) all agreements now or hereafter entered into
with any party in respect to architectural, engineering, management, or
consulting services rendered or to be rendered in respect of planning, design,
inspection, or supervision of the construction or management of any of the
Premises;



(d) any commitment issued by any lender or
investor other than the Mortgagee to finance or invest in any of the Premises;
and



(e) any completion or performance bond or labor
and material payment bond and any other bond relating to the Premises or to any
contract providing for construction of improvements to any of the
Premises.



  



        Section 2.4
Maximum Amount. 




  
(a) The maximum amount of the Indebtedness that
may be outstanding at any time and from time to time that this Mortgage secures,
including without limitation as a mortgage and as a collateral assignment,
including all principal, interest and any expenses or Advances incurred by the
Credit Parties and all other amounts included within the Indebtedness, is six
hundred million ($600,000,000) dollars.



(b) The Mortgagor acknowledges that this
Mortgage secures all loans and advances made or incurred by the Credit Parties
under or pursuant to this Mortgage and or otherwise pursuant to the Credit
Agreement, whether optional or obligatory by the Credit Parties. This Mortgage
is and shall remain effective, even though the amount of the Indebtedness may
now be zero or may later be reduced to zero, until all of the amounts,
liabilities, and obligations, present and future, comprising the Indebtedness
have been incurred and are extinguished. When no Indebtedness secured by this
Mortgage exists and the Credit Parties are not bound to permit any Indebtedness
to be incurred, this Mortgage may be terminated by the Mortgagor upon thirty
(30) days prior written notice sent by the Mortgagor to the Mortgagee in
accordance with the provisions of this Mortgage.



  



        Section 2.5 Condemnation. Without
limiting the generality of Section 2.3 above, the Mortgagor hereby assigns to
the Mortgagee, for the benefit of the Credit Parties, any and all awards that
may be given or made in any proceedings by any legally constituted authority to
condemn or expropriate the Collateral, or any part thereof, under power of
eminent domain, and if there is such a condemnation or expropriation, the
Mortgagee shall have the right to apply the proceeds thereof toward the payment
of the Indebtedness.



        Section 2.6 Subrogation to Existing
Liens. It is agreed that the Liens and security interests hereby created
shall take precedence over and be a prior Lien to any other Lien of any kind or
character, including vendor's, materialman's or mechanic's Liens, hereafter
created on the Collateral, and in the event the proceeds of the Notes are used
to acquire or to pay off and satisfy any indebtedness and Liens heretofore
existing on the Collateral, then the Mortgagee is, and shall be, subrogated to
all of the rights, Liens, and remedies of the holders of the indebtedness and
Liens so acquired or paid off, regardless of whether said indebtedness and Liens
are acquired by the Mortgagee by assignment or are released by the holders
thereof upon payment.



        Section 2.7 No Liability. The Security
Interests are granted as security only and shall not subject the Administrative
Agent or the Credit Parties to, or transfer or in any way affect or modify, any
obligation or liability of the Mortgagor with respect to any of the Collateral
or any transaction in connection therewith.



ARTICLE 3

Representations and
Warranties



        In order to induce the Mortgagee to enter into
this Mortgage, the Mortgagor represents and warrants to the Mortgagee (which
representations and warranties will survive the extensions of credit under the
Credit Documents) that:



        Section 3.1 Title to Collateral. The
Mortgagor has good and merchantable title to the Collateral, except the portion
thereof consisting of after-acquired property, free of all Liens except
Permitted Prior Liens, and the Mortgagor will have good and merchantable title
to such after-acquired Collateral, free of Liens except Permitted Prior Liens.
Furthermore, the Mortgagor has not heretofore conveyed or agreed to convey or
encumber the Collateral in any way, except with the Permitted Prior
Liens.



        Section 3.2 Environmental Matters. All
representations and warranties set forth in the Credit Agreement relating to
Environmental Laws, Hazardous Substances, and related concepts are adopted
herein by reference as if reproduced herein in their entirety, such
representations and warranties being hereby expressly made by Mortgagor to
Mortgagee with respect to the Mortgagor and the Collateral.



        Section 3.3 Legal Requirements. The
Collateral is in compliance with all Legal Requirements affecting such
property.



        Section 3.4 Certain Events. That prior
to the recordation of this Mortgage in the appropriate records of the parish in
which the Premises or any part thereof are situated, none of the following have
occurred which have not been completed and paid for in full: (i) construction of
any proposed above or below ground improvements, structures, additions or
alterations, (ii) materials or supplies have been delivered to or labor
performed on the Premises, and (iii) Mortgagor has entered into any contracts or
agreements for the construction of any improvements, structures, additions or
alterations, or the delivery of any materials or supplies or the performance of
said labor.



        Section 3.5 Taxpayer Identification
Number. The federal taxpayer identification number of the Mortgagor is as
follows: 72-1212563.



        Section 3.6 Chief Executive Office. The
chief executive office of the Mortgagor is located at 8000 Global Drive, Carlyss, Louisiana, 70665.



        Section 3.7 Business Locations. The
books and records pertaining to the Collateral are located at the
Premises.



        Section 3.8 Continuing Accuracy. All of
the representations and warranties contained in this Article or elsewhere in
this Mortgage shall be true through and until the date on which this Mortgage is
canceled and released by Mortgagee, and Mortgagor shall promptly notify
Mortgagee of any event which would render any of said representations and
warranties untrue or misleading.



ARTICLE 4

Covenants



        The Mortgagor will at all times comply with the
covenants contained in this Article 4, from the date hereof and for so long as
any part of the Indebtedness is outstanding.



        Section 4.1 Credit Agreement. The
Mortgagor will timely perform all of its obligations under the Credit Documents
in accordance with their respective terms and conditions, including without
limitation (i) paying all taxes and assessments levied or assessed against the
Collateral as provided herein and in the Credit Agreement, (ii) maintaining the
Collateral as provided herein and in the Credit Agreement, (iii) complying with
all Legal Requirements as provided herein and in the Credit Agreement, (iv)
carrying the insurance required herein and in the Credit Agreement and (iv)
removing all Liens from the Collateral except those permitted under the Credit
Agreement.



        Section 4.2 Taxes and Other Liens. The
Mortgagor will pay and discharge promptly when due all excise, property, sales,
use, and other taxes, assessments and governmental charges or levies imposed the
Collateral as well as all claims of any kind (including claims for labor,
materials, supplies, and rent) which, if unpaid, might become a Lien upon any or
all of the Collateral, except to the extent expressly permitted by the terms of
the Credit Agreement.



        Section 4.3 Further Assurances. The
Mortgagor will keep the lien of this Mortgage valid and unimpaired. The
Mortgagor will promptly (and in no event later than 15 days after written notice
from the Mortgagee is received) cure any defects in the creation, execution, and
delivery of this Mortgage. The Mortgagor at its expense will promptly execute
and deliver to the Mortgagee upon request all such other and further documents,
agreements and instruments in compliance with or accomplishment of the covenants
and agreements of the Mortgagor in this Mortgage or to further evidence and more
fully describe the Collateral or more fully state the secured obligations set
out herein, or to perfect, protect or preserve any Liens created pursuant to
this Mortgage, or to make any recordings, to file any notices, or obtain any
consents as may be necessary or appropriate in connection with the transactions
contemplated by this Mortgage.



        Section 4.4 Reimbursement of Expenses.
The Mortgagor will pay all reasonable legal fees incurred by the Mortgagee in
connection with the preparation of this Mortgage. The Mortgagor will, upon
request, promptly reimburse the Mortgagee for all amounts expended, advanced or
incurred by the Mortgagee to satisfy any obligation of the Mortgagor under this
Mortgage, or to protect the Collateral or business of the Mortgagor or to
collect the Indebtedness, or to enforce the rights of the Mortgagee under this
Mortgage, which amounts will include all court costs, attorneys' fees, fees of
auditors and accountants, and investigation expenses reasonably incurred by the
Mortgagee in connection with any such matters, together with interest at the
Default Rate on each such amount from the date that the same is expended,
advanced or incurred by the Mortgagee until the date of reimbursement to the
Mortgagee. All such amounts (and interest) shall be treated as Advances as
provided hereinbelow in this Mortgage.



        Section 4.5 Insurance. The Mortgagor
will procure and maintain for the benefit of the Mortgagee (a) original paid-up
insurance policies with amounts, form and substance, companies and expiration
dates acceptable to the Mortgagee and containing a non-contributory standard
mortgagee clause or its equivalent in favor of the Mortgagee and (b) such other
insurance as required by the Credit Agreement. In the event the Mortgagor
should, for any reason whatsoever, fail to keep the Collateral or any part
thereof so insured, or to keep said policies so payable, or fail to deliver to
the Mortgagee the original or certified policies of insurance and the renewals
therefor upon demand, then the Mortgagee, if it so elects, may itself have such
insurance effected in such amounts and with such companies as it may deem proper
and may pay the premiums therefor. The Mortgagor will notify the Mortgagee
immediately in writing of any material fire or other casualty to or accident
involving the Collateral, whether or not such fire, casualty or accident is
covered by insurance. The Mortgagor will promptly further notify Mortgagor's
insurance company and submit an appropriate claim and proof of claim to the
insurance company as to any of the Collateral that is damaged or destroyed by
fire or other casualty. If the Collateral is damaged or destroyed, in whole or
in part, by fire or other casualty, the Mortgagee may, at its election, either
apply the net proceeds thereof toward the payment of the Indebtedness or pay the
net proceeds thereof to the Mortgagor, either wholly or in part, and under such
conditions as the Mortgagee may determine to enable Mortgagor to repair or
restore the Collateral. The Mortgagor will not do or permit anything to be done
to the Collateral that may violate the terms of any insurance covering the
Collateral or any part thereof.



        Section 4.6 Taxation of Mortgage. In
the event that any governmental authority shall impose any taxation of mortgages
or the indebtedness they secure, Mortgagor will pay such governmental taxes,
assessments or charges either to the governmental authority or to Mortgagee, as
provided by law.



        Section 4.7 Right of Inspection. The
Mortgagor will permit any officer, employee or agent of the Mortgagee to visit
and inspect the Collateral, examine the books of record and accounts of the
Mortgagor, take copies and extracts therefrom, and discuss the affairs, finances
and accounts of the Mortgagor with the Mortgagor 's officers, accountants and
auditors, all at such reasonable times and on reasonable notice and as often as
the Mortgagee may reasonably desire.



        Section 4.8 Indemnification. The
Mortgagor will indemnify the Mortgagee and the Credit Parties and hold the
Mortgagee and the Credit Parties harmless from any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs and
expenses of whatever kind or nature which may be imposed on, incurred by or
asserted at any time against the Mortgagee or any Credit Party
in any way relating to, or arising in connection with, the use or occupancy of
the Collateral.



        Section 4.9 Compliance with Laws and
Covenants. The Mortgagor will observe and comply with all Legal
Requirements applicable to the Mortgagor or to the Collateral.



        Section 4.10 Maintenance of the
Collateral. The Mortgagor will maintain, preserve, and keep the Collateral
at all times in thorough repair, good working order and good condition and will,
from time to time, make all necessary repairs, replacements, additions,
betterments and improvements so that the security of this Mortgage and the
value, use and operation of the Collateral shall at no time become
impaired.



        Section 4.11 Environmental Indemnity.
The Mortgagor will defend, indemnify and hold Mortgagee, the Credit Parties and
their respective directors, officers, agents and employees harmless from and
against all claims, demands, causes of action, liabilities, losses, costs and
expenses (including, without limitation, costs of suit, reasonable attorneys'
fees and fees of expert witnesses) arising from or in connection with (i) the
presence in, on or under or the removal from the Collateral of any hazardous
substances or solid wastes (as defined elsewhere in this Mortgage), or any
releases or discharges of any hazardous substances or solid wastes on, under or
from such property, (ii) any activity carried on or undertaken on or off the
Collateral, whether prior to or during the term of this Mortgage, and whether by
Mortgagor or any predecessor in title or any officers, employees, agents,
contractors or subcontractors of Mortgagor or any predecessor in title, or any
third persons at any time occupying or present on the Collateral, in connection
with the handling, use, generation, manufacture, treatment, removal, storage,
decontamination, clean-up, transport or disposal of any hazardous substances or
solid wastes at any time located or present on or under the Collateral, or (iii)
any breach of any representation, warranty or covenant under the terms of this
Mortgage. The foregoing indemnity shall further apply to any residual
contamination on or under the Collateral, or affecting any natural resources,
and to any contamination of the Collateral or natural resources arising in
connection with the generation, use, handling, storage, transport or disposal of
any such hazardous substances or solid wastes, and irrespective of whether any
of such activities were or will be undertaken in accordance with applicable
laws, regulations, codes and ordinances. Without prejudice to the survival of
any other agreements of the Mortgagor hereunder, the provisions of this Section
shall survive the final payment of all Indebtedness and the termination of this
Mortgage and shall continue thereafter in full force and
effect.



        Section 4.12 Filing. The Mortgagor
agrees that a carbon, photographic, facsimile, photostatic or other reproduction
of this Mortgage or of a financing statement is sufficient as a financing
statement. The Mortgagor shall pay all costs of or incidental to the recording
or filing of any financing, amendment, continuation, termination or other
statements concerning the Collateral.



        Section 4.13 Transfer and Other Liens.
The Mortgagor will not sell, lease, transfer, exchange or otherwise dispose of
the Collateral or the Proceeds, or any part thereof, without the prior written
consent of the Mortgagee and will not permit any Lien to attach to the
Collateral or the Proceeds, or any part thereof, other than Permitted Prior
Liens.




ARTICLE 5







Default









        Section 5.1 Events of Default.
Any of the following events shall be considered an 'Event of Default' as
that term is used herein:




  
(a) the occurrence of an 'Event of Default' as
defined in the Credit Agreement; or



(b) the violation or breach of any term or
provision of this Mortgage.



  



        Section 5.2 Remedies. 




  
(a) Upon the happening of any Event of Default,
the Mortgagee may, by written notice to the Mortgagor, declare the entire
principal amount of all Indebtedness then outstanding including interest accrued
thereon to be immediately due and payable without presentment, demand, protest,
notice of protest or dishonor or other notice of default of any kind, all of
which are hereby expressly waived by the Mortgagor.



(b) Upon the occurrence of any Event of Default,
the Mortgagee may take such action, without notice or demand, as it deems
advisable to protect and enforce its rights against the Mortgagor, in and to the
Collateral, including, but not limited to, the following actions, each of which
may be pursued concurrently or otherwise, at such time and in such order as the
Mortgagee may determine, in its sole discretion, without impairing or otherwise
affecting the other rights and remedies of the Mortgagee: (i) institute
proceedings for the foreclosure of this Mortgage in which case the Collateral
may be sold for cash or upon credit in one or more parcels or portions under
executory or ordinary process, at the Mortgagees sole option, without
appraisement, appraisement being expressly waived; or (ii) to the extent
permitted and pursuant to the procedures provided by applicable law, institute
proceedings for the partial foreclosure of this Mortgage for the portion of the
Indebtedness then due and payable, subject to the continuing lien of this
Mortgage for the balance of the Indebtedness not then due; or (iii) institute an
action, suit or proceeding in equity for the specific performance of any
covenant, condition or agreement contained in this Mortgage; (iv) recover
judgment on the Notes either before, during or after any proceedings for the
enforcement of this Mortgage; or (v) apply for the appointment of a trustee,
receiver, liquidator or conservator of the Collateral, without regard for the
adequacy of the security for the Indebtedness and without regard for the
solvency of the Mortgagor or of any person, firm or other entity liable for the
payment of the Indebtedness; or (vi) pursue such other remedies as the Mortgagee
may have under applicable law.



(c) The proceeds or avails of any sale made
under or by virtue of this Article 5, together with any other sums which then
may be held by the Mortgagee under this Mortgage, whether under the provisions
of this Article 5 or otherwise, shall be applied in accordance with Section 7.06
of the Credit Agreement..



(d) Upon any sale made under or by virtue of
this Article 5, the Mortgagee may bid for and acquire the Collateral or any part
thereof and in lieu of paying cash therefor may make settlement for the purchase
price by crediting upon the Indebtedness the net sales price after deducting
therefrom the expenses of the sale and the costs of the action and any other
sums which the Mortgagee is authorized to deduct under this
Mortgage.



(e) The Mortgagee may proceed under this
Mortgage solely as to the immovable property interests, or solely as to the
movable property interests, or as to both the immovable and movable property
interests in accordance with its rights and remedies in respect of the immovable
property interests.



  



        Section 5.3 Leases and Rentals. Upon
the occurrence of any Event of Default, the Mortgagee may additionally take any
one or more of the following actions, each of which may be pursued concurrently
or otherwise, at such time and in such order as the Mortgagee may determine, in
its sole discretion, without impairing or otherwise affecting the other rights
and remedies of the Mortgagee:




  
(a) The Mortgagee may notify any and all Tenants
to pay all Rentals due thereafter directly to the Mortgagee at the address set
forth in the Mortgagees notice to such Tenants. The Mortgagor irrevocably
agrees that all such Tenants shall be authorized to pay the Rentals directly to
the Mortgagee without liability of such Tenants for the determination of the
actual existence of any default by the Mortgagor claimed by the Mortgagee.
Tenants shall be expressly relieved of any and all duty, liability and
obligation to the Mortgagor in connection with any and all Rentals so
paid.



(b) The Mortgagee may enter upon and take
possession of the Mortgaged Property, to manage and operate the Mortgaged
Property and the Mortgagor's business on the Mortgaged Property, and take
possession of and use all books of account and financial records of the
Mortgagor and its property managers or representatives, if any, relating to the
Mortgaged Property.

(c) The Mortgagee may alter, modify, amend,
terminate or permit the surrender of any or all Leases, and the Mortgagee may
execute new Leases of any part of the Mortgaged Property, including Leases that
extend beyond the maturity date of the Notes.



  



The enforcement of any and all such rights
available to the Mortgagee hereunder shall continue for so long as the Mortgagee
shall elect, notwithstanding that the collection and application of the Rentals
may have cured the original default. Following the exercise of any of the
foregoing rights, the Mortgagee may, at its sole option, through written notice
to the Mortgagor, permit the Mortgagor to re-enter and take possession of the
Mortgaged Property or any part thereof and to perform all acts necessary for the
operation and maintenance of the Mortgaged Property, including the right to
collect the Rentals, but the Mortgagee shall nevertheless have the right,
effective upon written notice, to demand, sue for possession of and collect the
Rentals under the Leases and otherwise exercise its rights under this Mortgage
again.



        Section 5.4 Sale. Upon the occurrence
of an Event of Default, the Mortgagee may exercise all rights of a secured party
under the UCC and other applicable law (including the Uniform Commercial Code as
in effect in another applicable jurisdiction) and, in addition, the Mortgagee
may, without being required to give any notice, except as herein provided or as
may be required by mandatory provisions of law, sell the Collateral and the
Proceeds or any part thereof at public or private sale, for cash, upon credit or
for future delivery, and at such price or prices as the Mortgagee may deem
satisfactory. The Mortgagee may be the purchaser of any or all of the Collateral
and Proceeds so sold at any public sale (or, if the Collateral and Proceeds is
of a type customarily sold in a recognized market or is of a type which is the
subject of widely distributed standard price quotations, at any private sale).
The Mortgagor will execute and deliver such documents and take such other action
as the Mortgagee deems necessary or advisable in order that any such sale may be
made in compliance with law. Upon any such sale the Mortgagee shall have the
right to deliver, assign and transfer to the purchaser thereof the Collateral
and Proceeds so sold. Each purchaser at any such sale shall hold the Collateral
and Proceeds so sold to it absolutely and free from any claim or right of
whatsoever kind, including any equity or right of redemption of the Mortgagor
which may be waived, and the Mortgagor, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay of appraisal which it has or
may have under any law now existing or hereafter adopted. The Mortgagor agrees
that ten (10) days' prior written notice of the time and place of any sale or
other intended disposition of any of the Collateral and Proceeds constitutes '
reasonable notification' within the meaning of Section 9-504(3) of the UCC,
except that shorter or no notice shall be reasonable as to any Collateral and
Proceeds which is perishable or threatens to decline speedily in value or is of
a type customarily sold on a recognized market. The notice (if any) of such sale
shall (a) in case of a public sale, state the time and place fixed for such
sale, and (b) in the case of a private sale, state the day after which such sale
may be consummated. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Mortgagee may
fix in the notice of such sale. At any such sale the Collateral and Proceeds may
be sold in one lot as an entirety or in separate parcels or portions, as the
Mortgagee may determine. The Mortgagee shall not be obligated to make any such
sale pursuant to any such notice. The Mortgagee may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned. In case of any sale of all or any part of the Collateral and Proceeds
on credit or for future delivery, the Collateral or Proceeds so sold may be
retained by the Mortgagee until the selling price is paid by the purchaser
thereof, but the Mortgagee shall not incur any liability in case of the failure
of such purchaser to take up and pay for the Collateral and Proceeds so sold
and, in case of any such failure, such Collateral and Proceeds may again be sold
upon like notice.



        Section 5.5 Assemble Collateral. For
the purpose of enforcing any and all rights and remedies under this Agreement
the Mortgagee may (a) require the Mortgagor to, and the Mortgagor agrees that it
will, at its expense and upon the request of the Mortgagee, forthwith assemble
all or any part of the Collateral and Proceeds as directed by the Mortgagee and
make it available at a place designated by the Mortgagee which is, in its
opinion, reasonably convenient to the Mortgagee and the Mortgagor, whether at
the Premises of the Mortgagor or otherwise, and Mortgagee shall be entitled to
specific performance of this obligation, (b) to the extent permitted by
applicable law of this or any other state, enter, with or without process of law
and without breach of the peace, any premise where any of the Collateral or
Proceeds is or may be located, and without charge or liability to it seize and
remove such Collateral or Proceeds from such premises, (c) have access to and
use the Mortgagor's books and records relating to the Collateral and Proceeds
and (d) prior to the disposition of the Collateral and Proceeds, store or
transfer it without charge in or by means of any storage or transportation
facility owned or leased by the Mortgagor, process, repair or recondition it or
otherwise prepare it for disposition in any manner and to the extent the
Mortgagee deems appropriate and, in connection with such preparation and
disposition, use without charge any trademark, trade name, copyright, patent or
technical process used by the Mortgagor.



        Section 5.6 Limitation on Duty of
Mortgagee. Beyond the exercise of reasonable care in the custody thereof,
the Mortgagee shall have no duty as to any Collateral or Proceeds in its
possession or control or in the possession or control of any agent or bailee or
any income thereon. The Mortgagee shall be deemed to have exercised reasonable
care in the custody of the Collateral and Proceeds in its possession if the
Collateral and Proceeds is accorded treatment substantially equal to that which
it accords its own property, and shall not be liable or responsible for any loss
or damage to any of the Collateral or Proceeds, or for any diminution in the
value thereof, by reason of the act or omission of any warehouseman, carrier,
forwarding agency, consignee or other agent or bailee selected by the Mortgagee
in good faith. The Mortgagor agrees that the Mortgagee shall not be obligated to
preserve rights against prior parties obligated on any
instruments.



        Section 5.7 Appointment of Agent. At
any time or times, in order to comply with any legal requirement in any
jurisdiction, the Mortgagee may appoint a bank or trust company or one or more
other Persons with such power and authority as may be necessary for the
effectual operation of the provisions hereof and may be specified in the
instrument of appointment.



        Section 5.8 Confession of Judgment. For
purposes of foreclosure under Louisiana executory process procedures, Mortgagor
hereby acknowledges the Indebtedness and confesses judgment in favor of
Mortgagee for the full amount of the Indebtedness.



        Section 5.9 Attorney Fees and Expenses.
In case the Notes are placed in the hands of an attorney at law for the filing
of foreclosure proceedings, to protect the rights of Mortgagee or to enforce any
of the agreements contained in this Mortgage, Mortgagor will pay all costs of
collection, including but not limited to reasonable attorneys' fees, incurred in
connection with the protection of or realization of collateral or in connection
with any of Mortgagees collection efforts, whether or not suit on the Notes or
any foreclosure proceedings is filed. All insurance expenses and all expenses of
protecting, storing, warehousing, appraising, preparing for sale, handling,
maintaining and shipping the Collateral, all expenses in respect of periodic
appraisals and inspections of the Collateral to the extent the same may be
requested from time to time, and all expenses in respect of the sale or other
disposition thereof shall be borne and paid by the Mortgagor; and if the
Mortgagor fails to promptly pay any portion thereof when due, the Mortgagee may,
at its option, but shall not be required to, pay the same and charge the
Mortgagor's account therefor, and the Mortgagor agrees to reimburse the
Mortgagee therefor on demand. The Mortgagor further agrees that the Indebtedness
shall be increased by the amount of said costs and fees.



        Section 5.10 Renewal and Extension. The
Mortgagee, without notice, may release any part of the Collateral, or any person
liable on the Indebtedness, without in any way affecting the Lien hereof upon
any portion of the Collateral not expressly released, and may agree with any
party obligated on the Indebtedness, or having any interest in the Collateral,
to renew and extend the time or manner of payment of all or any part of the
Indebtedness. Such agreement shall not in any way release or impair the Lien
hereof, but shall renew and extend the Lien hereof against the Collateral
without altering or affecting the priority of the Lien created by this Mortgage
in favor of any junior encumbrancer, mortgagee, or purchaser, or any person
acquiring an interest in the Collateral, and this Mortgage shall remain first
and superior to any Liens that may be placed thereon, or that may be fixed,
given or imposed by law thereon after the execution of this instrument
notwithstanding any such extension of the time of payment, or the release of a
portion of said property from this Lien.



        Section 5.11 Advances by Mortgagee. The
Mortgagor authorizes the Mortgagee in the Mortgagees discretion to advance any
sums necessary for the purpose of paying (a) insurance premiums, (b) any and all
excise, property, sales, use and other taxes, forced contributions, service
charges, local assessments and governmental charges on any of the Collateral,
(c) any Liens affecting the Collateral (whether superior or subordinate to the
lien of this Mortgage) not permitted by this Mortgage, (d) necessary repairs and
maintenance expenses, or (e) any other amounts which the Mortgagee deems
necessary and appropriate to preserve the validity and ranking of this Mortgage,
to cure any Defaults or to prevent the occurrence of any Default (collectively,
the 'Advances') of whatever kind; provided, however, that nothing herein
contained shall be construed as making such Advances obligatory upon Mortgagee,
or as making Mortgagee liable for any loss, damage, or injury resulting from the
nonpayment thereof. The Mortgagor covenants and agrees that within five (5) days
after demand therefor by the Mortgagee, the Mortgagor will repay the Advances to
Mortgagee, together with interest thereon at the Default Rate, and in addition
will repay any other reasonable costs, attorneys' fees and expenses, charges and
expenses of any and every kind for the full protection and preservation of the
Collateral or this Mortgage, including payments required in respect to any Lien
affecting the Collateral, together with interest thereon at the Default Rate.
All such Advances and amounts (including interest) shall be included in the
Indebtedness secured hereby (subject to the maximum amount of the Indebtedness
set forth above in this Mortgage).



        Section 5.12 Keeper. In the event the
Collateral, or any part thereof, is seized as an incident to an action for the
recognition or enforcement of this Mortgage by executory process, ordinary
process, sequestration, writ of fieri facias or otherwise, the Mortgagor and the
Mortgagee agree that the court issuing any such order shall, if petitioned for
by Mortgagee, direct the applicable sheriff to appoint as a keeper of the
Collateral, the Mortgagee or any agent designated by Mortgagee or any person
named by Mortgagee at the time such seizure is effected. This designation is
pursuant to Louisiana Revised Statutes 9:5136 through 5140.2, inclusive, as the
same may be amended, and the Mortgagee shall be entitled to all the rights and
benefits afforded thereunder. It is hereby agreed that the keeper shall be
entitled to receive as compensation, in excess of its reasonable costs and
expenses incurred in the administration or preservation of the Collateral, an
amount equal to $250.00 per day, which shall be included as Indebtedness secured
by this Mortgage. The designation of keeper made herein shall not be deemed to
require the Mortgagee to provoke the appointment of such a keeper.



        Section 5.13 Waivers. The Mortgagor
waives in favor of the Mortgagee any and all homestead exemptions and other
exemptions of seizure or otherwise to which Mortgagor is or may be entitled
under the constitution and statutes of the State of Louisiana insofar as the
Collateral is concerned. Mortgagor further waives: (a) the benefit of
appraisement as provided in Louisiana Code of Civil Procedure Articles 2332,
2336, 2723 and 2724, and all other laws conferring the same; (b) the demand and
three days' delay accorded by Louisiana Code of Civil Procedure Articles 2639
and 2721; (c) the notice of seizure required by Louisiana Code of Civil
Procedure Articles 2293 and 2721; (d) the three days' delay provided by
Louisiana Code of Civil Procedure Articles 2331 and 2722; and (e) the benefit of
the other provisions of Louisiana Code of Civil Procedure Articles 2331, 2722
and 2723, not specifically mentioned above.



        Section 5.14 Authentic Evidence. Any
and all declarations of facts made by authentic act before a notary public in
the presence of two witnesses by a person declaring that such facts lie within
his knowledge, shall constitute authentic evidence of such facts for the purpose
of executory process. The Mortgagor specifically agrees that such an affidavit
by a representative of the Mortgagee as to the existence, amount, terms and
maturity of the Indebtedness and of a default thereunder shall constitute
authentic evidence of such facts for the purpose of executory
process.



ARTICLE 6

Miscellaneous



        Section 6.1 Notices. Any notice or
demand which, by provision of this Mortgage, is required or permitted to be
given or served by one party to or on the other shall be delivered or made in
accordance with the provisions of the Credit Agreement.



        Section 6.2 Amendment. Neither this
Mortgage nor any provisions hereof may be changed, waived, discharged or
terminated orally or in any manner other than by an instrument in writing signed
by the party against whom enforcement of the change, waiver, discharge or
termination is sought.



        Section 6.3 Invalidity. In the event
that any one or more of the provisions contained in this Mortgage shall, for any
reason, be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Mortgage.



        Section 6.4 Survival of Agreements. All
representations and warranties of the Mortgagor herein, and all covenants and
agreements herein not fully performed before the effective date of this
Mortgage, shall survive such date.



        Section 6.5 Waivers. No course of
dealing on the part of the Mortgagee, its officers, employees, consultants or
agents, nor any failure or delay by the Mortgagee with respect to exercising any
of its rights, powers or privileges under this Mortgage shall operate as a
waiver thereof.



        Section 6.6 Cumulative Rights. The
rights and remedies of the Mortgagee under this Mortgage and the other Credit
Documents shall be cumulative, and the exercise or partial exercise of any such
right or remedy shall not preclude the exercise of any other right or
remedy.



        Section 6.7 Time of the Essence. Time
shall be deemed of the essence with respect to the performance of all of the
terms, provisions and conditions on the part of the Mortgagor and the Mortgagee
to be performed hereunder.



        Section 6.8 Successors and Assigns;
Participants. 




  
(a) All covenants and agreements contained by or
on behalf of the Mortgagor in this Mortgage shall bind its successors and
assigns and shall inure to the benefit of the Mortgagee and its successors and
assigns.



(b) This Mortgage is for the benefit of the
Mortgagee, the Credit Parties and such other Person or Persons as may from time
to time become or be the holders of any of the Indebtedness, and this Mortgage
shall be transferable and negotiable, with the same force and effect and to the
same extent as the Indebtedness may be transferrable, it being understood that,
upon the transfer or assignment by the Credit Parties of any of the
Indebtedness, the legal holder of such Indebtedness shall have all of the rights
granted to the Mortgagee, for the benefit of the Credit Parties, under this
Mortgage. The Mortgagor specifically agrees that upon any transfer of all or any
portion of the Indebtedness, this Mortgage shall secure with retroactive rank
the existing Indebtedness of the Mortgagor to the transferee and any and all
Indebtedness to such transferee thereafter arising.



(c) Mortgagor hereby recognizes and agrees that
the Mortgagee and the Credit Parties may, from time to time, one or more times,
transfer all or any portion of the Indebtedness to one or more third parties.
Such transfers may include, but are not limited to, sales of participation
interests in such Indebtedness in favor of one or more third party lenders.
Mortgagor specifically (i) consents to all such transfers and assignments,
waives any subsequent notice of and right to consent to any such transfers and
assignments as may be provided under applicable law; (ii) agrees that the
purchaser of a participation interest in the Indebtedness will be considered as
the absolute owner of a percentage interest of such Indebtedness and that such a
purchaser will have all of the rights granted to the purchaser under any
participation agreement governing the sale of such a participation interest;
(iii) agrees that any purchaser of a participation interest in the Indebtedness
may exercise any and all rights of counter-claim, set-off, banker's lien and
other liens with respect to any and all monies owing to the Mortgagor; and (iv)
agrees that, upon any transfer of all or any portion of the Indebtedness, the
Mortgagee and/or the subject Credit Party may transfer and deliver any and all
collateral securing repayment of that Indebtedness to the transferee of such
Indebtedness and such collateral shall secure any and all of the Indebtedness in
favor of such a transferee, and after any such transfer has taken place, the
Mortgagee and/or subject Credit Party shall be fully discharged from any and all
future liability and responsibility to Mortgagor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers,
rights and duties with respect to such
collateral.



  



        Section 6.9 Reinstatement. In the event
the Mortgagee shall elect to invoke any of the rights or remedies provided for
herein, but shall thereafter determine to withdraw or discontinue same for any
reason, it shall have the unqualified right to do so, whereupon all parties
shall be automatically restored and returned to their respective positions
regarding the Indebtedness and this document as shall have existed prior to the
invocation of the Mortgagees rights hereunder and the rights, powers and
remedies of the Mortgagee hereunder shall be and remain in full force and
effect.



        Section 6.10
Further Documents. Mortgagor agrees that it shall execute and deliver
such other and further documents and do and perform such other acts as may be
reasonably necessary and proper to carry out the intention of the parties as
herein expressed and to effect the purposes of this document and the loan
transaction referred to herein. Without limitation of the foregoing, Mortgagor
agrees to execute and deliver such documents as may be necessary to cause the
Liens and security interests granted hereby to cover and apply to any property
placed in, on or about the Premises in addition to, or replacement or
substitution of, any of the Collateral.



        Section 6.11 Titles of Articles, Sections,
and Subsections. All titles or headings to articles, sections, subsections
or other divisions of this Mortgage or the exhibits hereto are only for the
convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as to the
agreement between the parties hereto.



        Section 6.12 Singular and Plural. Words
used herein in the singular, where the context so permits, shall be deemed to
include the plural and vice versa. The definitions of words in the singular
herein shall apply to such words when used in the plural where the context so
permits and vice versa.



        Section 6.13 Governing Law. This
Mortgage is a contract made under and shall be construed in accordance with and
governed by the laws of the United States of America and the State of
Louisiana.



        Section 6.14 WAIVER OF JURY TRIAL. THE
MORTGAGOR HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO WHICH THE MORTGAGOR AND THE MORTGAGEE MAY BE PARTIES,
ARISING OUT OF OR IN ANY WAY PERTAINING TO, WHETHER DIRECTLY OR INDIRECTLY (AND
WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE), THIS MORTGAGE, THE COLLATERAL
AND ANY OTHER CREDIT DOCUMENT, ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, OR THE RELATIONSHIP ESTABLISHED HEREUNDER. IT IS AGREED AND UNDERSTOOD
THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE
NOT PARTIES TO THIS MORTGAGE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY MADE BY THE MORTGAGOR, AND THE MORTGAGOR HEREBY REPRESENTS THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE
MORTGAGOR FURTHER REPRESENTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS
MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED
OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER
WITH COUNSEL.

        Section 6.15 Certificates. The
production of mortgage, conveyance, tax research or other certificates is waived
by consent, and the Mortgagor and the Mortgagee agree to hold me, Notary,
harmless for failure to procure and attach same.



        Section 6.16 Credit Agreement. To the
extent the specific terms and provisions of this Mortgage expressly conflict
with the specific terms and provisions of the Credit Agreement, the specific
terms and provisions of the Credit Agreement shall control. In the event that
any provision in this Mortgage provides for action or the exercise of discretion
by the Mortgagee, the terms of the Credit Agreement shall control for purposes
of determining any consent or approval required from any of the Credit Parties
prior to Mortgagees action or exercise of discretion.





THUS DONE AND PASSED on the day
and in the month and year hereinabove first written, in the presence of the
undersigned witnesses who hereunto sign their names with the Mortgagor, and me,
Notary, after due reading of the whole.



WITNESSES:                                                                             MORTGAGOR:

                                                                                                     GLOBAL INDUSTRIES,
LTD.,

                                                                                                     a Louisiana
Corporation

____________________________________                    By:_______________________________ 


____________________________________                    Name: _______________________________ 

____________________________________                    Title: _______________________________ 






NOTARY PUBLIC

Printed Name: ___________________

My Commission Expires: __________








EXHIBIT A



PROPERTY DESCRIPTION

8000
Global Drive


Carlyss, Louisiana 70665

CALCASIEU






EXHIBIT L

FORM
OF COMMITMENT INCREASE AGREEMENT


            This
Commitment Increase Agreement dated as of ___________ ___, 2004 ('Agreement')
is by and among Global Industries, Ltd., a Louisiana corporation ('Company'),
[Affected Lender] ('Affected Lender') and Credit Lyonnais New York
Branch, as Administrative Agent for the Lenders under the Credit Agreement
described below (the 'Administrative Agent').  

A.                
Reference is made to the Credit Agreement dated as of March 9, 2004 (as amended,
supplemented or otherwise modified on or before the date hereof, 'Credit Agreement') among the Company, Global Offshore Mexico, S.
de R.L. de C.V., the Lenders and the Administrative Agent.  All capitalized terms used herein and
not otherwise defined shall have the meanings given such terms in the Credit
Agreement.

B.                
Pursuant to Section 2.01(c) of the Credit Agreement, the
Company has the right, subject to the terms and conditions thereof, to increase
the aggregate Revolving Commitments by [adding to the Credit Agreement one or
more commercial banks or other financial institutions] allowing one or more
Lenders to increase their Revolving Commitments so that such added Revolving
Commitments shall equal the increase in aggregate Revolving Commitments
requested by the Company.

C.                
The Company has given notice to the Administrative Agent of its
intention, pursuant to such Section 2.01(c) and with the consent of the Affected
Lender, to increase the aggregate Revolving Commitments from [$______________]
to [$________________], and the Guarantors and the Administrative Agent are
willing to consent thereto.

Accordingly, the
parties hereto agree as follows:


Increase of Revolving Commitment.  Pursuant to Section 2.01(c) of
the Credit Agreement, the amount of the aggregate Revolving Commitments is
hereby increased from [$________________] to [$________________].  The
Affected Lender's Revolving Commitment, after giving effect to this Agreement is
[$_______________].


Affected Lender. 
The Affected Lender (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.05 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement, (ii) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information at it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Documents,
(iii) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Documents as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto, (iv) represents that the
execution and delivery of this Agreement by the Affected Lender is duly
authorized, (v) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender, (vi) if the Affected Lender is a new lender, agrees
that its payment instructions and notice instructions are as set forth in
Schedule 1 and specifies as its Applicable Lending Office the office set
forth in Schedule 1, (vii) if the Affected Lender is a new lender,
attaches the forms required by Section 2.11(e) of the Credit Agreement,
and (viii) if the Affected Lender is a new lender, represents that it is an
Eligible Assignee.

 Company Representations and Warranties.  The Company hereby represents and
warrants that (a) no Default or Event of Default exists under the Credit
Agreement, and a certificate from a Responsible Officer stating that no Default
or Event of Default exists has been, or contemporaneously herewith is being,
delivered to the Administrative Agent, and (b) the representations and
warranties of the Loan Parties contained in Article IV of the Credit Agreement
are true and correct except to the extent any such representation or warranty is
stated to relate solely to an earlier date, in which case such representation or
warranty is true and correct as of such earlier date.


Consents. 
(a) The Guarantors hereby consent to the increase in the Commitments
effectuated hereby.  (b) The
Administrative Agent hereby consents to this Agreement.


Governing Law; Credit Document.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.  This Agreement is a
'Credit Document'
for all purposes.


Execution in Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


Expenses. 
The Company agrees to pay on demand all costs and expenses of the
Administrative Agent in connection with the preparation, negotiation, execution
and delivery of this Agreement, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Administrative Agent with
respect thereto.


Effectiveness. 
When, and only when, the Administrative Agent shall have received
counterparts of, or telecopied signature pages of, this Agreement executed by
the Company, the Administrative Agent, the Guarantors and the Affected Lender,
this Agreement shall become effective as of the date first written above.  Upon the effectiveness of this
Agreement, the Affected Lender, to the extent such lender is not currently a
Lender, shall constitute a 'Lender' under the Credit Agreement and the Affected
Lender's Commitment shall be [$__________________].

IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.



                       
                       
           
           
GLOBAL INDUSTRIES, LTD.



                       
                       
           
           
By: __________________________________

                       
                       
           
           
Name:________________________________

                       
                       
           
           
Title:_________________________________



                                                                        



                                                                        CREDIT
LYONNAIS NEW YORK BRANCH,
                                                                        as Administrative Agent



                       
                       
           
           
By: ___________________________________

                       
                       
           
           
Name: _________________________________

                       
                       
           
           
Title: __________________________________






  
    
      
        
          
            
 [Affected Lender]

 as Affected Lender



            

          

        

      

    

  





                       
                       
           
           
By: ___________________________________

                       
                       
           
           
Name: _________________________________

                       
                       
           
           
Title: __________________________________


                                                                        


                                                                        [Guarantors]



                       
                       
           
           
By: ___________________________________

                       
                       
           
           
Name: _________________________________

                       
                       
           
           
Title: __________________________________