EXECUTION COUNTERPART
================================================================================

                           REVOLVING CREDIT AGREEMENT

                                   DATED AS OF

                                DECEMBER 16, 2003

                                      AMONG

                                TRANSOCEAN INC.,

                           THE LENDERS PARTIES HERETO,

                                 SUNTRUST BANK,
                            AS ADMINISTRATIVE AGENT,

                                 CITIBANK, N.A.
                                       AND
                             BANK OF AMERICA, N.A.,
                            AS CO-SYNDICATION AGENTS,

                         THE ROYAL BANK OF SCOTLAND PLC
                                       AND
                                  BANK ONE, NA,
                           AS CO-DOCUMENTATION AGENTS,

                             WELLS FARGO BANK, N. A.
                                       AND
                              UBS LOAN FINANCE LLC,
                               AS MANAGING AGENTS,

                              THE BANK OF NEW YORK,
                               DEN NORSKE BANK ASA
                                       AND
                                 HSBC BANK USA,
                                  AS CO-AGENTS

                                       AND

                         CITIGROUP GLOBAL MARKETS INC.,

                                       AND

                         SUNTRUST CAPITAL MARKETS, INC.,
                              AS CO-LEAD ARRANGERS

================================================================================


<PAGE>
                           REVOLVING CREDIT AGREEMENT
                           --------------------------


     THIS REVOLVING CREDIT AGREEMENT (the "Agreement"), dated as of December 16,
2003,  among  TRANSOCEAN  INC.  (the  "Borrower"), a Cayman Islands company, the
lenders  from time to time parties hereto (each a "Lender" and collectively, the
"Lenders"),  SUNTRUST  BANK,  a  Georgia  banking  corporation  ("STB"),  as
administrative  agent  for  the  Lenders  (in such capacity, the "Administrative
Agent"),  CITIBANK, N.A. and BANK OF AMERICA, N.A., as co-syndication agents for
the  Lenders  (in such capacity, the "Co-Syndication Agents"), THE ROYAL BANK OF
SCOTLAND  plc  and  BANK ONE, NA, as co-documentation agents for the Lenders (in
such  capacity,  the  "Co-Documentation Agents"), WELLS FARGO BANK, N.A. and UBS
LOAN  FINANCE  LLC,  as  managing  agents for the Lenders (in such capacity, the
"Managing Agents"), THE BANK OF NEW YORK, DEN NORSKE BANK ASA and HSBC BANK USA,
as  co-agents  for  the Lenders (in such capacity, the "Co-Agents"), and STB, as
issuing  bank  of the Letters of Credit hereunder (STB and any other Lender that
issues  a  Letter  of  Credit  hereunder,  in such capacity, an "Issuing Bank").

                                   WITNESSETH:

     WHEREAS, the Borrower has requested that the Lenders establish in its favor
a  revolving  credit  facility  in  the  aggregate  principal  amount  of  U.S.
$800,000,000,  pursuant  to which facility revolving loans would be made to, and
letters  of  credit  would  be  issued  for  the  account  of,  the  Borrower;

     WHEREAS,  the  Borrower  has further requested that a portion of such loans
and  letters  of credit be made and issued in certain currencies other than U.S.
dollars  in  an  aggregate  principal amount up to the U.S. dollar equivalent of
$200,000,000;

     WHEREAS,  the  Lenders  are  willing to make such revolving credit facility
available  to  the  Borrower  on  the  terms  and  subject to the conditions and
requirements  hereinafter  set  forth;

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

ARTICLE  1.     DEFINITIONS;  INTERPRETATION.

     Section  1.1.     Definitions.  Unless  otherwise  defined  herein,  the
following  terms  shall  have  the  following  meanings, which meanings shall be
equally  applicable  to  both  the  singular  and  plural  forms  of such terms:

     "Additional  Commitment Amount" shall have the meaning set forth in Section
2.14.

     "Additional  Lender"  shall  have  the  meaning  set forth in Section 2.14.

     "Adjusted  LIBOR"  means,  for  any Borrowing of Eurocurrency Loans for any
Interest  Period,  a  rate per annum determined in accordance with the following
formula:


<PAGE>
     Adjusted  LIBOR     =          LIBOR  Rate  for  such  Interest  Period
                                    ----------------------------------------
                                      1.00  -  Statutory  Reserve  Rate

     "Adjusted  LIBOR Loan" means a Eurocurrency Loan bearing interest at a rate
based  on  Adjusted  LIBOR  as  provided  in  Section  2.6(b).

     "Administrative  Agent"  means  SunTrust  Bank,  acting  in its capacity as
administrative  agent  for  the  Lenders, and any successor Administrative Agent
appointed  hereunder  pursuant  to  Section  9.7.

     "Administrative  Questionnaire"  means,  with  respect  to  each Lender, an
administrative  questionnaire  in  the form prepared by the Administrative Agent
and  submitted  to  the  Administrative  Agent  duly  completed  by such Lender.

     "Agreement"  means  this  Revolving  Credit  Agreement,  as the same may be
amended,  restated  and  supplemented  from  time  to  time.

     "Applicable  Facility Fee Rate" means, for any day, at such times as a debt
rating  (either express or implied) by S&P or Moody's (or in the event that both
cease  the  issuance of debt ratings generally, such other ratings agency agreed
to  by the Borrower and the Administrative Agent) is in effect on the Borrower's
non-credit  enhanced  senior  unsecured long-term debt, the percentage per annum
set  forth  opposite  such  debt  rating:

     Debt  Rating                              Percentage
     ------------                              ----------

     A/A2  or  above                           0.075%

     A-/A3                                     0.100%

     BBB+/Baa1                                 0.125%

     BBB/Baa2                                  0.150%

     BBB-/Baa3                                 0.175%

     BB+/Ba1  or  below                        0.225%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating  shall  apply  to determine the Applicable Facility Fee Rate, (ii) by two
ratings,  the  rating  which  falls  between  them  shall apply to determine the
Applicable  Facility  Fee  Rate,  or  (iii) by more than two ratings, the rating
immediately  above  the  lower  of  the two ratings shall apply to determine the
Applicable  Facility  Fee  Rate.  The  Borrower shall give written notice to the
Administrative  Agent  of any changes to such ratings, within three (3) Business
Days  thereof,  and  any  change  to  the  Applicable Facility Fee Rate shall be
effective on the date of the relevant change.  Notwithstanding the foregoing, if
the  Borrower  shall  at  any  time  fail  to  have  in  effect  such  a  debt


                                        2
<PAGE>
rating  on  the  Borrower's non-credit enhanced senior unsecured long-term debt,
the  Borrower  shall  seek  and obtain (if not already in effect), within thirty
(30)  days  after  such  debt  rating  first ceases to be in effect, a corporate
credit  rating  or  a  bank  loan  rating  from Moody's or S&P, or both, and the
Applicable  Facility  Fee  Rate shall thereafter be based on such ratings in the
same  manner  as provided herein with respect to the Borrower's senior unsecured
long-term  debt rating (with the Applicable Facility Fee Rate in effect prior to
the  issuance of such corporate credit rating or bank loan rating being the same
as  the  Applicable Facility Fee Rate in effect at the time the senior unsecured
long-term  debt  rating  ceases  to  be  in  effect).

     "Applicable  Margin"  means,  for  any  day, at such times as a debt rating
(either  express  or implied) by S&P or Moody's (or in the event that both cease
the  issuance  of debt ratings generally, such other ratings agency agreed to by
the  Borrower  and  the  Administrative  Agent)  is  in effect on the Borrower's
non-credit  enhanced  senior  unsecured long-term debt, the percentage per annum
set  forth  opposite  such  debt  rating:

     Debt  Rating                              Percentage
     ------------                              ----------

     A/A2  or  above                           0.350%

     A-/A3                                     0.400%

     BBB+/Baa1                                 0.500%

     BBB/Baa2                                  0.625%

     BBB-/Baa3                                 0.800%

     BB+/Ba1  or  below                        0.950%

If  the  ratings  issued by S&P and Moody's differ (i) by one rating, the higher
rating  shall apply to determine the Applicable Margin, (ii) by two ratings, the
rating  which falls between them shall apply to determine the Applicable Margin,
or (iii) by more than two ratings, the rating immediately above the lower of the
two  ratings shall apply to determine the Applicable Margin.  The Borrower shall
give  written notice to the Administrative Agent of any changes to such ratings,
within  three (3) Business Days thereof, and any change to the Applicable Margin
shall  be  effective  on  the  date of the relevant change.  Notwithstanding the
foregoing,  if the Borrower shall at any time fail to have in effect such a debt
rating  on  the  Borrower's non-credit enhanced senior unsecured long-term debt,
the  Borrower  shall  seek  and obtain (if not already in effect), within thirty
(30)  days  after  such  debt  rating  first ceases to be in effect, a corporate
credit  rating  or  a  bank  loan  rating  from Moody's or S&P, or both, and the
Applicable  Margin  shall thereafter be based on such ratings in the same manner
as  provided  herein  with  respect to the Borrower's senior unsecured long-term
debt  rating (with the Applicable Margin in effect prior to the issuance of such
corporate  credit  rating  or  bank loan rating being the same as the Applicable
Margin  in  effect at the time the senior unsecured long-term debt rating ceases
to  be  in  effect).

     "Applicable  Utilization  Fee  Rate"  means, for any day, 0.125% per annum.


                                        3
<PAGE>
     "Application"  means  an  application  for a Letter of Credit as defined in
Section  2.12(b).

     "Assignment  Agreement"  means  an  agreement  in substantially the form of
Exhibit  10.10 whereby a Lender conveys part or all of its Commitment, Loans and
--------------
participations  in  Letters  of  Credit  to another Person that is, or thereupon
becomes,  a  Lender,  or  increases  its  Commitments,  outstanding  Loans  and
outstanding  participations  in  Letters  of  Credit, pursuant to Section 10.10.

     "Australian  Dollars"  means  the  lawful  currency  of  Australia.

     "Base - Rate"  means  for  any  day  the  greater  of:

     (i)  the  fluctuating  commercial loan rate announced by the Administrative
Agent  from  time to time at its Atlanta, Georgia office (or other corresponding
office,  in the case of any successor Administrative Agent) as its prime rate or
base  rate  for  U.S.  Dollar loans in the United States of America in effect on
such  day  (which base rate may not be the lowest rate charged by such Lender on
loans  to any of its customers), with any change in the Base Rate resulting from
a  change  in  such  announced  rate to be effective on the date of the relevant
change;  and

     (ii)  the  sum of (x) the rate per annum (rounded upwards, if necessary, to
the  nearest  1/100th  of  1%)  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 by the Federal
Reserve Bank of New York on the next Business Day, provided that (A) if such day
is  not  a  Business  Day,  the  rate  on  such  transactions on the immediately
preceding Business Day as so published on the next Business Day shall apply, and
(B)  if  no  such rate is published on such next Business Day, the rate for such
day shall be the average of the offered rates quoted to the Administrative Agent
by  two  (2)  federal  funds brokers of recognized standing on such day for such
transactions  as selected by the Administrative Agent, plus (y) a percentage per
annum  equal  to  one-half  of  one  percent  (1/2%)  per  annum.

     "Base  Rate Loan" means a Revolving Loan bearing interest prior to maturity
at  the  rate  specified  in  Section  2.6(a).

     "Borrower" means Transocean Inc., a company organized under the laws of the
Cayman  Islands,  and  its  successors.

     "Borrowing"  means  any  extension  of  credit of the same Type made by the
Lenders  on  the  same  date  by way of Revolving Loans having a single Interest
Period  or  a  Letter  of Credit, including any Borrowing advanced, continued or
converted.  A  Borrowing  is  "advanced"  on  the  day the Lenders advance funds
comprising  such  Borrowing  to  the  Borrower  or a Letter of Credit is issued,
increased or extended, is "continued" (in the case of Eurocurrency Loans) on the
date  a new Interest Period commences for such Borrowing, and is "converted" (in
the  case of Eurocurrency Loans) when such Borrowing is changed from one Type of
Loan  to  the  other,  all as requested by the Borrower pursuant to Section 2.3.


                                        4
<PAGE>
     "Borrowing  Multiple"  means,  for any Loan, (i) in the case of a Borrowing
denominated in Dollars, $100,000, (ii) in the case of a Borrowing denominated in
Euros, E100,000, (iii) in the case of a Borrowing denominated in Pounds, 50,000,
(iv)  in the case of a Borrowing denominated in Kroner, 1,000,000 Kroner, (v) in
the  case  of  a  Borrowing  denominated  in  Canadian Dollars, 150,000 Canadian
Dollars,  (vi)  in  the  case  of a Borrowing denominated in Australian Dollars,
150,000  Australian  Dollars and (vii) in the case of a Borrowing denominated in
Singapore  Dollars,  200,000  Singapore  Dollars.

     "Borrowing  Request"  has  the  meaning  set  forth  in  Section  2.3(a).

     "Business Day" means any day other than a Saturday or Sunday on which banks
are  not  authorized  or  required to close in Atlanta, Georgia or New York, New
York  and, if the applicable Business Day relates to the advance or continuation
of,  conversion  into,  or payment on a Eurocurrency Borrowing (i) in a currency
other  than  Euros,  on  which  banks  are  dealing in Dollar, Pound, Australian
Dollar,  Canadian Dollar, Singapore Dollar or Kroner deposits, as applicable, in
the  applicable  interbank  eurocurrency  market in London, England, and (ii) in
Euros, on which the TARGET payment system is open for the settlement of payments
in  Euros.

     "Calculation  Date"  means  the last Business Day of each calendar quarter.

     "Canadian  Dollars"  or  "Cdn.$"  means  the  lawful  currency  of  Canada.
                               -----

     "Capitalized Lease Obligations" means, for any Person, the aggregate amount
of  such  Person's liabilities under all leases of real or personal property (or
any  interest  therein) which is required to be capitalized on the balance sheet
of  such  Person  as  determined  in  accordance  with  GAAP.

     "Cash  Equivalents"  means  (i)  securities  issued  or  directly and fully
guaranteed  or  insured  by  the  United  States  of  America  or  any agency or
instrumentality  thereof  having  maturities of not more than twelve (12) months
from  the  date  of acquisition, (ii) time deposits and certificates of deposits
maturing  within  one  year  from  the date of acquisition thereof or repurchase
agreements with financial institutions whose short-term unsecured debt rating is
A  or  above  as  obtained from either S&P or Moody's, (iii) commercial paper or
Eurocommercial  paper  with  a  rating of at least A-1 by S&P or at least P-1 by
Moody's,  with  maturities  of not more than twelve (12) months from the date of
acquisition,  (iv)  repurchase  obligations entered into with any Lender, or any
other  Person whose short-term senior unsecured debt rating from S&P is at least
A-1  or  from  Moody's  is  at least P-1, which are secured by a fully perfected
security interest in any obligation of the type described in (i) above and has a
market  value  of the time such repurchase is entered into of not less than 100%
of the repurchase obligation of such Lender or such other Person thereunder, (v)
marketable  direct  obligations  issued  by  any  state  of the United States of
America  or  any  political  subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within  twelve  (12) months from the date of
acquisition  thereof  or  providing  for  the  resetting  of  the  interest rate
applicable thereto not less often than annually and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody's, and
(vi)  money  market funds which have at least $1,000,000,000 in assets and which
invest primarily in securities of the types described in clauses (i) through (v)
above.


                                        5
<PAGE>
     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "Co-Agents"  means, collectively, The Bank of New York, Den norske Bank ASA
and  HSBC  Bank  USA,  in their capacities as co-agents for the Lenders, and any
successor  Co-Agents  appointed pursuant to Section 9.7; provided, however, that
no  such  Co-Agent  shall  have  any  duties,  responsibilities,  or obligations
hereunder  in  such  capacity.

     "Co-Documentation  Agents"  means, collectively, The Royal Bank of Scotland
plc  and  Bank  One,  NA, in their capacities as co-documentation agents for the
Lenders, and any successor Co-Documentation Agents appointed pursuant to Section
9.7;  provided,  however,  that  no  such  Co-Documentation Agent shall have any
duties,  responsibilities,  or  obligations  hereunder  in  such  capacity.

     "Co-Syndication  Agents"  means,  collectively,  Citibank, N.A. and Bank of
America,  N.A.,  acting  in  their  capacities  as co-syndication agents for the
Lenders, and any successor Co-Syndication Agents appointed hereunder pursuant to
Section 9.7; provided, however, that no such Co-Syndication Agent shall have any
duties,  responsibilities,  or  obligations  hereunder  in  such  capacity.

     "Co-Lead Arrangers" means, collectively, SunTrust Capital Markets, Inc. and
Citigroup  Global  Markets Inc., acting in their capacities as co-lead arrangers
for  the credit facility described in this Agreement; provided, however, that no
such  Co-Lead  Arrangers shall have any duties, responsibilities, or obligations
hereunder  in  any  capacity.

     "Collateral"  means  all  property  and assets of the Borrower in which the
Administrative  Agent  or the Collateral Agent is granted a Lien for the benefit
of  the  Lenders  under  the  terms  of  Section  7.4.

     "Collateral  Account"  means  the  cash  collateral account for outstanding
undrawn  Letters  of  Credit  defined  in  Section  7.4(b).

     "Collateralized  Obligations"  has the meaning set forth in Section 7.4(b).

     "Collateral Agent" means STB acting in its capacity as collateral agent for
the  Lenders, and any successor collateral agent appointed hereunder pursuant to
Section  9.7.

     "Commitment"  means,  relative  to any Lender, such Lender's obligations to
make  Revolving  Loans and participate in Letters of Credit pursuant to Sections
2.1  and  2.12,  initially  in  the amount and percentage set forth opposite its
signature  hereto  or  pursuant  to  Section  10.10,  as such obligations may be
reduced  or  increased  from time to time as expressly provided pursuant to this
Agreement.

     "Commitment  Termination Date" means the earliest of (i) December 16, 2008,
(ii) the date on which the Commitments are terminated in full or reduced to zero
pursuant  to  Section  2.13,  and  (iii)  the occurrence of any Event of Default
described  in  Section  7.1(f)  or  (g)  with


                                        6
<PAGE>
respect  to the Borrower or the occurrence and continuance of any other Event of
Default  and  either  (x)  the  declaration  of  the Loans to be due and payable
pursuant  to  Section 7.2, or (y) in the absence of such declaration, the giving
of  written  notice  by the Administrative Agent, acting at the direction of the
Required  Lenders,  to the Borrower pursuant to Section 7.2 that the Commitments
have  been  terminated.

     "Compliance  Certificate"  means  a certificate in the form of Exhibit 6.6.
                                                                    -----------

     "Confidential  Information  Memorandum"  shall  mean  the  Confidential
Information  Memorandum  of the Borrower dated November 2003, as the same may be
amended,  restated  and  supplemented  from  time to time and distributed to the
Lenders  prior  to  the  Effective  Date.

     "Consolidated  EBITDA"  means,  for  any  period,  for the Borrower and its
Subsidiaries,  the  sum  of  (a)  net  income  or  net loss (before discontinued
operations  and income or loss resulting from extraordinary items), plus (b) the
sum  of  (i)  Consolidated  Interest  Expense,  (ii)  income  tax expense, (iii)
depreciation  expense,  (iv)  amortization  expense,  (v) any loss (or minus any
gain)  resulting  from  the  early extinguishment of Indebtedness and (vi) other
non-cash charges, all determined in accordance with GAAP on a consolidated basis
for  the  Borrower and its Subsidiaries (excluding, in the case of the foregoing
clauses  (a) and (b), any net income or net loss and expenses and charges of any
SPVs  or  other  Persons  that  are  not  Subsidiaries),  plus  (c) dividends or
distributions  received  during such period by the Borrower and its Subsidiaries
from  SPVs and any other Persons that are not Subsidiaries.  For purposes of the
foregoing,  Consolidated  EBITDA for the Borrower and its Subsidiaries shall not
include  any  such  amounts  attributable to any Subsidiary or business acquired
during  such period by the Borrower or any Subsidiary to the extent such amounts
relate  to  any  period  prior  to  the  acquisition  thereof.

     "Consolidated  Indebtedness" means all Indebtedness of the Borrower and its
Subsidiaries  that  would  be  reflected on a consolidated balance sheet of such
Persons  prepared  in  accordance  with  GAAP.

     "Consolidated  Indebtedness  to Total Tangible Capitalization Ratio" means,
at  any  time,  the  ratio  of  Consolidated  Indebtedness at such time to Total
Tangible  Capitalization  at  such  time.

     "Consolidated  Interest  Expense"  means,  for  any  period, total interest
expense  of  the  Borrower and its Subsidiaries on a consolidated basis for such
period,  in  connection  with  Indebtedness, all as determined on a consolidated
basis  in  accordance  with GAAP, but excluding capitalized interest expense and
interest  expense  attributable to expected federal income tax settlements.  For
purposes  of  the  foregoing, Consolidated Interest Expense for the Borrower and
its Subsidiaries shall not include any such interest expense attributable to any
Subsidiary  or  business  acquired  during  such  period  by the Borrower or any
Subsidiary  to  the  extent such interest expense relates to any period prior to
the  acquisition  thereof.

     "Consolidated Net Assets" means, as of any date of determination, an amount
equal  to  the  aggregate  book  value  of  the  assets  of  the  Borrower,  its
Subsidiaries  and,  to the extent of the equity interest of the Borrower and its
Subsidiaries  therein,  SPVs  at such time, minus the current liabilities of the
Borrower  and  its  Subsidiaries,  all  as determined on a consolidated basis in


                                        7
<PAGE>
accordance  with  GAAP based on the most recent quarterly or annual consolidated
financial statements of the Borrower referred to in Section 5.9 or delivered (or
publicly  filed)  as  provided  in  Section  6.6(a),  as  the  case  may  be.

     "Consolidated  Tangible  Net Worth" means, as of any date of determination,
consolidated shareholders equity of the Borrower and its Subsidiaries determined
in  accordance  with  GAAP  but  excluding  the effect on shareholders equity of
cumulative  foreign  exchange  translation  adjustments,  and  less the net book
                                                               ----
amount  of  all  assets  of  the  Borrower  and  its  Subsidiaries that would be
classified  as  intangible  assets  on  the  consolidated  balance  sheet of the
Borrower as of such date prepared in accordance with GAAP.  For purposes of this
definition,  SPVs  shall  be  accounted  for  pursuant  to  the equity method of
accounting.

     "Controlling  Affiliate"  means for the Borrower, (i) any other Person that
directly  or indirectly through one or more intermediaries controls, or is under
common  control  with,  the  Borrower  (other  than  Persons  controlled  by the
Borrower),  and  (ii)  any  other  Person owning beneficially or controlling ten
percent  (10%) or more of the equity interests in the Borrower.  As used in this
definition,  "control"  means  the  power,  directly or indirectly, to direct or
cause  the direction of management or policies of a Person (through ownership of
voting  securities  or  other  equity  interests,  by  contract  or  otherwise).

     "Currency  Rate  Protection  Agreement"  shall  mean  any  foreign currency
exchange  and  future  agreements,  arrangements and options designed to protect
against  fluctuations  in  currency  exchange  rates.

     "Credit  Documents"  means this Agreement, the Notes, the Applications, the
Letters  of  Credit,  and any Subsidiary Guaranties in effect from time to time.

     "Default"  means any event or condition the occurrence of which would, with
the  passage  of  time  or the giving of notice, or both, constitute an Event of
Default.

     "Dollar" and "U.S. Dollar" and the sign "$" mean lawful money of the United
States  of  America.

     "Dollar Equivalent" means, on any date of determination (i) with respect to
any  amount  in Dollars, such amount, and (ii) with respect to any amount in any
currency  other  than  U.S.  Dollars,  the equivalent in Dollars of such amount,
determined  by  the Administrative Agent using the applicable Exchange Rate with
respect  to  such currency at the time in effect pursuant to Section 10.19 or as
otherwise  expressly  provided  herein.

     "Effective  Date"  means  the date this Agreement shall become effective as
defined in  Section  10.16.

     "EMU  Legislation" means the legislative measures of the European Union for
the  introduction  of,  changeover  to  or  operation of the Euro in one or more
member  states.


                                        8
<PAGE>
     "Environmental  Claims"  means  any  and  all administrative, regulatory or
judicial  actions,  suits,  demands,  demand  letters, claims, liens, notices of
non-compliance  or  violation,  investigations  or  proceedings  relating to any
Environmental  Law  ("Claims") or any permit issued under any Environmental Law,
including,  without  limitation,  (i)  any  and  all  Claims  by governmental or
regulatory  authorities for enforcement, cleanup, removal, response, remedial or
other  actions or damages pursuant to any applicable Environmental Law, and (ii)
any  and  all  Claims  by  any  third  party  seeking  damages,  contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous  Materials  or  arising from alleged injury or threat of injury to the
environment.

     "Environmental  Law"  means any federal, state or local statute, law, rule,
regulation,  ordinance,  code,  policy or rule of common law now or hereafter in
effect,  including  any  judicial  or  administrative  order, consent, decree or
judgment,  relating  to  the  environment.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
amended.

     "Euro"  or  "E"  means  the  single  currency  of  the  European  Union  as
constituted  by  the  Treaty  on  European  Union  and as referred to in the EMU
Legislation  for  the introduction of, changeover to or operation of the Euro in
one  or  more  member  states.

     "Eurocurrency", when used in reference to any Loan or Borrowing, means such
Loan,  or  the  Loans  comprising  such Borrowing, shall bear interest at a rate
determined  by  reference  to  Adjusted  LIBOR  and  the  Applicable  Margin.

     "Eurocurrency Loan" means a Revolving Loan bearing interest before maturity
at  the  rate  specified  in  Section  2.6(b).

     "Event  of  Default"  means any of the events or circumstances specified in
Section 7.1.

     "Exchange Rate" means on any day, with respect to Euros, Pounds, Australian
Dollars,  Canadian  Dollars,  Singapore  Dollars, or Kroner, the offered rate at
which such currency may be exchanged into Dollars, as set forth at approximately
11:00  a.m.  on  such  day  on  the  Reuters NFX Page (or comparable page on the
Telerate  or  Bloomberg Service) for such currency.  In the event that such rate
does  not  appear on the applicable page of any such services, the Exchange Rate
shall  be  determined by reference to such other publicly available services for
displaying  exchange rates as may be agreed upon by the Administrative Agent and
the  Borrower,  or,  in  the absence of such agreement, such Exchange Rate shall
instead  be the offered spot rate of exchange of the Administrative Agent or, if
the  Administrative  Agent shall so determine, one of the Co-Syndication Agents,
in  the market where its foreign currency exchange operations in respect of such
currency  are  then being conducted, at or about 10:00 a.m., local time, on such
date  for the purchase of Dollars for delivery two Business Days later; provided
that if at the time of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent, after consultation with the Borrower,
may  use  any reasonable method it deems appropriate to determine such rate, and
such  determination  shall  be  conclusive  absent  manifest  error.


                                        9
<PAGE>
     "Existing  Facilities"  means  the  credit  facilities  of  the  Borrower
established  pursuant  to (i) that certain Credit Agreement dated as of December
29,  2000  among  the  Borrower, SunTrust Bank, as Administrative Agent, and the
lenders  party  thereto, (ii) that certain Credit Agreement dated as of December
16,  1999  among  the  Borrower, SunTrust Bank, as Administrative Agent, and the
lenders  party thereto, and (iii) that certain 364-Day Credit Agreement dated as
of December 26, 2002 among the Borrower, SunTrust Bank, as Administrative Agent,
and the lenders party thereto, in each case as amended and in effect immediately
prior  to  the  Effective  Date.

     "Existing  Synthetic  Leases"  means  the credit facilities of the Borrower
established  pursuant  to  (i)  that  certain synthetic lease pursuant to, inter
alia,  a  participation  agreement dated as of July 30, 1998 among the Borrower,
ABN  Amro  Bank N.V., as Administrative Agent, and the lenders party thereto and
(ii)  that  certain  synthetic  lease  pursuant  to, inter alia, a participation
agreement  dated  as  of  December 18, 2001 among the Borrower, Bank of America,
N.A.,  as  Administrative  Agent, and the lenders party thereto, in each case as
amended  and  in  effect  from  time  to  time.

     "Foreign  Currency Payment Accounts" means those bank accounts specified on
Schedule 1.1 for receipt of payments, both from the Lenders and the Borrower, in
------------
Euros,  Pounds,  Canadian  Dollars,  Australian  Dollars,  Singapore Dollars and
Kroner,  as  specified  on  Schedule  1.1,  or  such  other bank accounts as may
                            -------------
hereafter  be  specified  by the Administrative Agent in writing to the Borrower
and the Lenders as being the applicable bank accounts for receipt of payments in
such  currencies.

     "Foreign  Currency  Sublimit"  means  $200,000,000.

     "Foreign Plan" means any pension, profit sharing, deferred compensation, or
other  employee  benefit  plan, program or arrangement maintained by any foreign
Subsidiary  of the Borrower which, under applicable local law, is required to be
funded  through  a  trust  or  other  funding vehicle, but shall not include any
benefit  provided  by  a  foreign  government  or  its  agencies.

     "GAAP"  means generally accepted accounting principles from time to time in
effect  as  set  forth  in  the  opinions  and  pronouncements of the Accounting
Principles  Board  of the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board or
in  such  other  statements, opinions and pronouncements by such other entity as
may  be  approved  by  a  significant segment of the U.S. accounting profession.

     "Governmental  Authority"  means  the  government  of  the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and  any  agency,  authority,  instrumentality,  regulatory body, court,
central  bank  or  other  entity  exercising  executive,  legislative, judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.


                                       10
<PAGE>
     "Guarantor"  means  any  Subsidiary of the Borrower required to execute and
deliver  a  Subsidiary Guaranty hereunder pursuant to Section 6.11, in each case
unless  and  until  the  relevant  Subsidiary  Guaranty  is released pursuant to
Section  6.11.

     "Guaranty"  by  any  Person  means  all contractual obligations (other than
endorsements  in  the  ordinary course of business of negotiable instruments for
deposit  or  collection  or  similar  transactions  in  the  ordinary  course of
business)  of such Person guaranteeing any Indebtedness of any other Person (the
"primary  obligor")  in  any  manner, whether directly or indirectly, including,
without limitation, all obligations incurred through an agreement, contingent or
otherwise,  by such Person: (i) to purchase such Indebtedness or to purchase any
property  or assets constituting security therefor, primarily for the purpose of
assuring the owner of such Indebtedness of the ability of the primary obligor to
make  payment  of  such Indebtedness; or (ii) to advance or supply funds (x) for
the purchase or payment of such Indebtedness, or (y) to maintain working capital
or  other  balance  sheet  condition,  or otherwise to advance or make available
funds  for  the purchase or payment of such Indebtedness, in each case primarily
for the purpose of assuring the owner of such Indebtedness of the ability of the
primary  obligor  to  make  payment  of  such  Indebtedness;  or  (iii) to lease
property,  or  to  purchase  securities  or  other  property or services, of the
primary  obligor,  primarily  for  the  purpose  of  assuring  the owner of such
Indebtedness  of  the  ability  of  the  primary obligor to make payment of such
Indebtedness;  or (iv) otherwise to assure the owner of such Indebtedness of the
primary  obligor  against  loss  in  respect  thereof.  For  the  purpose of all
computations  made  under this Agreement, the amount of a Guaranty in respect of
any  Indebtedness  shall be deemed to be equal to the amount that would apply if
such  Indebtedness  was  the  direct  obligation  of such Person rather than the
primary  obligor  or, if less, the maximum aggregate potential liability of such
Person  under  the  terms  of  the  Guaranty.

     "Hazardous  Material"  shall  have the meaning assigned to that term in the
Comprehensive  Environmental Response Compensation and Liability Act of 1980, as
amended  by the Superfund Amendments and Reauthorization Acts of 1986, and shall
also  include  petroleum,  including  crude  oil or any fraction thereof, or any
other  substance defined as "hazardous" or "toxic" or words with similar meaning
and  effect under any Environmental Law applicable to the Borrower or any of its
Subsidiaries.

     "Highest  Lawful Rate" means the maximum nonusurious interest rate, if any,
that  any  time  or  from  time  to time may be contracted for, taken, reserved,
charged  or  received  on any Loans, under laws applicable to any of the Lenders
which are presently in effect or, to the extent allowed by applicable law, under
such  laws  which  may  hereafter  be in effect and which allow a higher maximum
nonusurious  interest rate than applicable laws now allow.  Determination of the
rate  of  interest for the purpose of determining whether any Loans are usurious
under  all  applicable  laws shall be made by amortizing, prorating, allocating,
and  spreading,  in equal parts during the period of the full stated term of the
Loans,  all  interest  at  any  time contracted for, taken, reserved, charged or
received  from  the  Borrower  in  connection  with  the  Loans.

     "Indebtedness"  means,  for  any  Person, the following obligations of such
Person, without duplication:  (i) obligations of such Person for borrowed money;
(ii)  obligations  of  such  Person  representing the deferred purchase price of
property  or  services  other  than  accounts  payable  and


                                       11
<PAGE>
accrued  liabilities  arising  in the ordinary course of business and other than
amounts  which  are  being  contested  in  good  faith and for which reserves in
conformity  with  GAAP  have  been  provided;  (iii)  obligations of such Person
evidenced  by  bonds,  notes,  bankers  acceptances, debentures or other similar
instruments  of  such  Person,  or  obligations  of such Person arising, whether
absolute  or  contingent,  out  of  letters  of  credit issued for such Person's
account  or  pursuant  to  such Person's application securing Indebtedness; (iv)
obligations  of  other  Persons, whether or not assumed, secured by Liens (other
than Permitted Liens) upon property or payable out of the proceeds or production
from property now or hereafter owned or acquired by such Person, but only to the
extent  of  such property's fair market value; (v) Capitalized Lease Obligations
of  such  Person; (vi) obligations under Interest Rate Protection Agreements and
Currency  Rate  Protection  Agreements,  and  (vii)  obligations  of such Person
pursuant  to  a  Guaranty of any of the foregoing obligations of another Person;
provided,  however,  Indebtedness  shall  exclude  Non-recourse  Debt  and  any
Indebtedness  attributable to the mark-to-market treatment of obligations of the
type  described  in clause (vi) in the definition of Indebtedness and any actual
fair  value  adjustment arising from any Interest Rate Protection Agreements and
Currency  Rate  Protection  Agreements  that  have  been  cancelled or otherwise
terminated  before  their  scheduled  expiration,  in  each  case  in respect of
Interest  Rate  Protection  Agreements  and  Currency Rate Protection Agreements
entered  into  in  the  ordinary  course  of  business and not for investment or
speculative  purposes.  For  purposes of this Agreement, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture to the
extent  such  Indebtedness  is  recourse  to  such  Person.

     "Initial  Availability  Date"  means  the  date  on  which  the  conditions
specified  in  Section  4.1  are satisfied (or waived in accordance with Section
10.11).

     "Interest  Coverage  Ratio" means, as of the end of any fiscal quarter, the
ratio  of (i) Consolidated EBITDA for the four fiscal quarter period then ended,
to  (ii)  Consolidated  Interest Expense for the four fiscal quarter period then
ended.

     "Interest  Payment  Date" means (a) with respect to any Base Rate Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurocurrency  Loan,  the  last  day  of  the  Interest  Period applicable to the
Borrowing  of  which  such  Loan  is  a  part and, in the case of a Eurocurrency
Borrowing  with an Interest Period of more than three months' duration, each day
prior  to the last day of such Interest Period that occurs at intervals of three
months'  duration  after  the  first  day  of  such  Interest  Period.

     "Interest  Period"  means  with  respect to any Eurocurrency Borrowing, the
period  commencing  on  the date of such Borrowing and ending on the numerically
corresponding  day  in  the calendar month that is one, two, three or six months
thereafter  (or  if  available  from  each  Lender making a Loan as part of such
Borrowing,  any  other  period),  in  each  case as the Borrower may elect.  For
purposes  hereof,  the  date of a Borrowing initially shall be the date on which
such  Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective  date of the most recent conversion or continuation of such Borrowing.


                                       12
<PAGE>
     "Interest  Rate  Protection  Agreement"  shall mean any interest rate swap,
interest  rate  cap,  interest  rate  collar,  or  other  interest  rate hedging
agreement  or  arrangement  designed to protect against fluctuations in interest
rates.

     "Issuing  Bank"  is  defined  in  the  preamble.

     "Joinder Agreement" means an agreement in substantially the form of Exhibit
                                                                         -------
2.14C signed by the Borrower, by each Additional Lender and by each other Lender
-----
whose  Commitment  is to be increased, setting forth the new Commitments of such
Lenders  and  setting  forth the agreement of each Additional Lender to become a
party  to this Agreement and to be bound by all the terms and provisions hereof.

     "Kroner"  means  lawful  money  of  the  Kingdom  of  Norway.

     "L/C  Documents"  means  the  Letters  of Credit, any Issuance Requests and
Applications  with  respect  thereto,  any  draft or other document presented in
connection  with  a  drawing  thereunder,  and  this  Agreement.

     "L/C Obligations" means the undrawn face amounts of all outstanding Letters
of  Credit  and  all  unpaid  Reimbursement  Obligations.

     "Lender"  is  defined  in  the  preamble.

     "Lending Office" means the "Lending Office" of such Lender (or an Affiliate
of  such  Lender)  designated  for  such  Type  of  Loan  in  the Administrative
Questionnaire  submitted  by such Lender or such other office of such Lender (or
an Affiliate of such Lender) as such Lender may from time to time specify to the
Administrative  Agent  and the Borrower as the office by which its Loans of such
Type  are  to  be  made  and  maintained.

     "Letter  of  Credit" means any of the letters of credit to be issued by the
Issuing  Bank  for  the  account  of  the  Borrower pursuant to Section 2.12(a).

     "LIBOR  Rate"  means, relative to any Interest Period for each Eurocurrency
Borrowing  in  any  applicable  currency,  the rate per annum quoted at or about
11:00  a.m.  (London, England time) two Business Days before the commencement of
such  Interest  Period  on  that  page  of  the  Reuters, Telerate or Bloombergs
reporting service (as then being used by the Administrative Agent to obtain such
interest  rate  quotes)  that  displays  British  Bankers'  Association interest
settlement  rates  for  deposits in the applicable currency of such Eurocurrency
Borrowing,  or  if  such  page or such service shall cease to be available, such
other  page  or other service (as the case may be) for the purpose of displaying
British  Bankers' Association interest settlement rates as reasonably determined
by  the  Administrative Agent after consultation with the Borrower as to the use
of  any such other service.  If for any reason any such settlement interest rate
for  such  Interest  Period  is  not  available  through  any such interest rate
reporting  service,  then  the  "LIBOR  Rate"  with respect to such Eurocurrency
Borrowing  will  be  the  rate  at  which  the  Administrative  Agent or, if the
Administrative  Agent  shall  so determine, one of the Co-Syndication Agents, is
offered  deposits  for  such  applicable  currency  in  the Dollar Equivalent of
$5,000,000  for  a  period


                                       13
<PAGE>
approximately  equal  to  such Interest Period in the London interbank market at
10:00  a.m.  two  Business Days before the commencement of such Interest Period.

     "Lien"  means  any  interest  in any property or asset in favor of a Person
other  than  the owner of such property or asset and securing an obligation owed
to,  or  a  claim  by, such Person, whether such interest is based on the common
law,  statute  or contract, including, but not limited to, the security interest
lien  arising  from  a mortgage, encumbrance, pledge, conditional sale, security
agreement  or  trust  receipt,  or a lease, consignment or bailment for security
purposes.

     "Loan"  means (i) a Base Rate Loan or (ii) a Eurocurrency Loan, as the case
may  be,  and  "Loans"  means  two  or  more  of  any  such  Loans.

     "Managing  Agents" means, collectively, Wells Fargo Bank, N.A. and UBS Loan
Finance  LLC,  in  their  capacities as managing agents for the Lenders, and any
successor  Managing Agents appointed pursuant to Section 9.7; provided, however,
that  no  such  Managing  Agent  shall  have  any  duties,  responsibilities, or
obligations  hereunder  in  such  capacity.

     "Mandatory Cost Rate" means in relation to any relevant period and sum, the
rate  determined  in  accordance  with  Exhibit  2.15  hereto.

     "Material  Adverse  Effect"  means  a  material  adverse  effect on (i) the
business,  assets,  operations or condition of the Borrower and its Subsidiaries
taken  as  a whole, or (ii) the Borrower's ability to perform any of its payment
obligations  under  the  Agreement or the Notes, or in respect of the Letters of
Credit.

     "Maturity  Date"  means the earlier of (i) the Commitment Termination Date,
and  (ii)  the  date  on which the Loans have become due and payable pursuant to
Section  7.2  or  7.3.

     "Moody's"  means Moody's Investors Service, Inc., or any successor thereto.

     "Non-recourse  Debt"  means  with  respect to any Person (i) obligations of
such  Person  against which the obligee has no recourse to such Person except as
to  certain  named  or  described  present or future assets or interests of such
Person,  and  (ii) the obligations of SPVs to the extent the obligee thereof has
no  recourse  to  the  Borrower or any of its Subsidiaries, except as to certain
specified  present  or  future  assets  or  interests  of  SPVs.

     "Note" means any of the promissory notes of the Borrower defined in Section
2.8.

     "Obligations"  means all obligations of the Borrower to pay fees, costs and
expenses  hereunder,  to  pay  principal  or interest on Loans and Reimbursement
Obligations  and to pay any other obligations to the Administrative Agent or any
Lender  or  Issuing  Bank  arising  under  any  Credit  Document.

     "Other  Agents"  means,  collectively,  the Co-Agents, the Co-Documentation
Agents,  the  Co-Syndication  Agents  and  the  Managing  Agents.


                                       14
<PAGE>
     "PBGC"  means  the  Pension  Benefit  Guaranty Corporation or any successor
thereto.

     "Percentage"  means,  for  each  Lender,  the percentage of the Commitments
represented  by such Lender's Commitment; provided, that, if the Commitments are
terminated,  each Lender's Percentage shall be calculated based on such Lender's
pro rata share of the total Loans and L/C Obligations then outstanding or, if no
Loans  or  L/C  Obligations  are  then  outstanding,  its  Commitment  in effect
immediately  before  such termination, subject to any assignments by such Lender
of  Obligations  pursuant  to  Section  10.10.

     "Performance Guaranties" means all Guaranties of the Borrower or any of its
Subsidiaries  delivered  in  connection with the construction financing of drill
ships,  offshore  mobile drilling units or offshore drilling rigs for which firm
drilling  contracts  have been obtained by the Borrower, any of its Subsidiaries
or  a  SPV.

     "Performance Letters of Credit" means all letters of credit for the account
of the Borrower, any Subsidiary or a SPV issued as support for Non-recourse Debt
or  a  Performance  Guaranty.

     "Permitted  Business" has the meaning ascribed to such term in Section 6.8.

     "Permitted  Liens"  means the Liens permitted as described in Section 6.10.

     "Person"  means  an individual, partnership, corporation, limited liability
company,  association, trust, unincorporated organization or any other entity or
organization,  including  a  government  or  any agency or political subdivision
thereof.

     "Plan"  means an employee pension benefit plan covered by Title IV of ERISA
or  subject  to the minimum funding standards under Section 412 of the Code that
is  either  (i)  maintained  by the Borrower or any of its Subsidiaries, or (ii)
maintained  pursuant  to  a  collective  bargaining  agreement  or  any  other
arrangement  under which more than one employer makes contributions and to which
the Borrower or any of its Subsidiaries is then making or accruing an obligation
to  make  contributions  or has within the preceding five (5) plan years made or
had  an  obligation  to  make  contributions.

     "Pounds"  means  the  lawful  currency  of  the  United  Kingdom.

     "Reimbursement  Obligations"  has  the  meaning  ascribed  to  such term in
Section  2.12(c).

     "Required  Lenders"  means,  Lenders  having Revolving Credit Exposures and
unused  Commitments representing more than 50% of the sum of the total Revolving
Credit Exposures and unused Commitments at such time or, if the Commitments have
been terminated or expired, Lenders having more than 50% of the sum of the total
Revolving  Credit  Exposures  of  all  Lenders.

     "Reset  Date"  has  the  meaning  assigned  to  such term in Section 10.19.


                                       15
<PAGE>
     "Revolving Credit" means the credit facility for making Revolving Loans and
issuing  Letters  of  Credit  described  in  Sections  2.1  and  2.12.

     "Revolving Credit Commitment Amount" means an amount equal to $800,000,000,
as  such  amount  may  be increased or reduced from time to time pursuant to the
terms  of  this  Agreement.

     "Revolving  Credit Exposure" means, with respect to any Lender at any time,
the  sum  at  such  time,  without  duplication, of (i) such Lender's applicable
Percentage  of the Dollar Equivalent of the principal amounts of the outstanding
Revolving  Loans,  and  (ii)  such  Lender's applicable Percentage of the Dollar
Equivalent  of  the  aggregate  outstanding  L/C  Obligations.

     "Revolving  Loan" means each of the revolving loans defined in Section 2.1.

     "Revolving  Obligations"  means  the  sum  of  the Dollar Equivalent of the
principal  amount  of  all  Revolving  Loans  and  L/C  Obligations outstanding.

     "Sale-Leaseback  Transaction" means any arrangement whereby the Borrower or
a  Subsidiary  shall  sell  or  transfer any property, real or personal, used or
useful  in its business, whether now owned or hereafter acquired, and thereafter
rent or lease property that it intends to use for substantially the same purpose
or  purposes  as  the  property  sold  or  transferred.

     "S&P"  means  Standard  &  Poor's  Ratings  Group or any successor thereto.

     "SPV"  means  any  Person  that  is  designated  by  the Borrower as a SPV,
provided  that  the  Borrower shall not designate as a SPV any Subsidiary (other
than  TODCO)  that  owns,  directly or indirectly, any other Subsidiary that has
total assets (including assets of any Subsidiaries of such other Subsidiary, but
excluding any assets that would be eliminated in consolidation with the Borrower
and  its  Subsidiaries)  which  equates  to  at  least  five percent (5%) of the
Borrower's  Total  Assets,  or  that had net income (including net income of any
Subsidiaries  of  such  other Subsidiary, all before discontinued operations and
income  or  loss  resulting from extraordinary items, but excluding revenues and
expenses  that  would  be  eliminated in consolidation with the Borrower and its
Subsidiaries  and  excluding  any  loss  or  gain  resulting  from  the  early
extinguishment  of  Indebtedness) during the most recently completed fiscal year
of  the  Borrower  in  excess of the greater of (i) $1,000,000, and (ii) fifteen
percent  (15%)  of  the net income (before discontinued operations and income or
loss resulting from extraordinary items and excluding any loss or gain resulting
from  the  early  extinguishment  of  Indebtedness)  for  the  Borrower  and its
Subsidiaries,  all as determined on a consolidated basis in accordance with GAAP
during  such  fiscal  year of the Borrower.  The Borrower may elect to treat any
Subsidiary  as a SPV (provided such Subsidiary would otherwise qualify as such),
and may rescind any such prior election, by giving written notice thereof to the
Administrative  Agent specifying the name of such Subsidiary or SPV, as the case
may  be,  and  the effective date of such election, which shall be a date within
sixty  (60)  days  after the date such notice is given.  The election to treat a
particular  Person  as  a  SPV  may  only  be  made  once.

     "Singapore  Dollars"  means  the  lawful  currency  of  Singapore.


                                       16
<PAGE>
     "Significant  Subsidiary"  has  the meaning ascribed to it under Regulation
S-X  promulgated  under  the  Securities  Exchange  Act  of  1934,  as  amended.

     "Statutory Reserve Rate" means, with respect to any currency, the aggregate
of  the  maximum  reserve,  liquid  asset  or similar percentages (including any
marginal,  special,  emergency  or supplemental reserves) expressed as a decimal
established  by  any  Governmental  Authority  of  the  United  States or of the
jurisdiction  of  such  currency  or  any  jurisdiction  in  which Loans in such
currency  are  made  to  which  banks  in  such jurisdiction are subject for any
category  of  deposits  or  liabilities  customarily  used to fund loans in such
currency  or  by  reference  to which interest rates applicable to loans in such
currency  are  determined.  Such  reserve,  liquid  asset or similar percentages
shall  include  those imposed pursuant to Regulation D of the Board of Governors
of the Federal Reserve System.  Eurocurrency Loans shall be deemed to be subject
to  such  reserve  requirements  without  benefit  of  or  credit for proration,
exemptions  or  offsets  that  may  be available from time to time to any Lender
under  Regulation  D  or  any  other  applicable  law,  rule or regulation.  The
Statutory  Reserve  Rate  shall  be  adjusted  automatically  on  and  as of the
effective  date  of  any  change  in  any  reserve  percentage.

     "Subsidiary" means, for any Person, any other Person (other than, except in
the  context of Section 6.6(a), a SPV) of which more than fifty percent (50%) of
the  outstanding  stock  or  comparable  equity interests having ordinary voting
power  for  the  election  of  the  board  of directors of such corporation, any
managers  of  such  limited  liability  company  or  similar  governing  body
(irrespective  of  whether or not at the time stock or other equity interests of
any  other  class  or  classes of such corporation or other entity shall have or
might  have  voting  power by reason of the happening of any contingency), is at
the time directly or indirectly owned by such former Person or by one or more of
its  Subsidiaries.

     "Subsidiary  Debt  Basket  Amount" has the meaning ascribed to such term in
Section  6.11(i).

     "Subsidiary  Guaranty"  means  any  Guaranty  of  any  Subsidiary delivered
pursuant  to  Section  6.11(k).

     "TARGET"  means  the  Trans-European  Automated  Real-Time Gross Settlement
Express  Transfer  system.

     "Taxes"  has  the  meaning  set  forth  in  Section  5.12.

     "TODCO"  means the Subsidiary of the Borrower that holds, together with any
Subsidiaries  of  such Subsidiary, all or substantially all of the assets of the
shallow  and  inland water business segment of the Borrower and its Subsidiaries
(including  the  jackup  rig  and  drilling barge operations in the U.S. Gulf of
Mexico  and  the  drilling  operations  in  Trinidad,  Mexico  and  Venezuela).


                                       17
<PAGE>
     "Total  Assets"  means, as of any date of determination, the aggregate book
value  of  the  assets  of  the  Borrower  and  its Subsidiaries determined on a
consolidated  basis  in  accordance  with  GAAP  as  of  such  date.

     "Total Tangible Capitalization" means, as of any date of determination, the
sum of Consolidated Indebtedness plus Consolidated Tangible Net Worth as of such
date.

     "Type",  when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined  by  reference  to  Adjusted  LIBOR  or  the  Base  Rate.

     "Unfunded  Vested  Liabilities" means, for any Plan at any time, the amount
(if  any)  by  which  the  present  value  of  all vested nonforfeitable accrued
benefits  under  such  Plan  exceeds  the  fair  market value of all Plan assets
allocable to such benefits, determined as of the then most recent valuation date
for  such  Plan,  but only to the extent that such excess represents a potential
liability  of  the Borrower or any of its Subsidiaries to the PBGC or such Plan.

     Section  1.2.     Time  of  Day.  Unless  otherwise expressly provided, all
                       -------------
references to time of day in this Agreement and the other Credit Documents shall
be  references  to  New  York,  New  York  time.

     Section  1.3.     Accounting  Terms;  GAAP.  Except  as otherwise expressly
                       ------------------------
provided herein, and subject to the provisions of Section 10.20, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect  from  time  to  time.

ARTICLE  2.     THE  CREDIT  FACILITIES.

     Section 2.1.     Commitments for Revolving Loans.  Subject to the terms and
                      -------------------------------
conditions  hereof,  each Lender severally and not jointly agrees to make one or
more  loans  (each a"Revolving Loan") to the Borrower from time to time prior to
the  Commitment Termination Date on a revolving basis in an aggregate amount not
to  exceed at any time outstanding an amount equal to its Commitment, subject to
any reductions thereof pursuant to the terms of this Agreement;provided,however,
that  no  Lender  shall  be required to make any Revolving Loan if, after giving
effect  thereto,  (i) the Dollar Equivalent of the aggregate principal amount of
the  Revolving  Loans  and  the  L/C  Obligations  of all Lenders (determined in
accordance  with  Section  10.19)  would  thereby  exceed  the  Revolving Credit
Commitment Amount then in effect; or (ii) the Dollar Equivalent of the Revolving
Credit  Exposure  of  such  Lender (determined in accordance with Section 10.19)
would thereby exceed its Commitment then in effect.  Each Borrowing of Revolving
Loans  shall  be made ratably from the Lenders in proportion to their respective
Percentages.  Revolving Loans may be repaid, in whole or in part, and all or any
portion  of  the  principal  amount  thereof  reborrowed,  before the Commitment
Termination  Date,  subject  to the terms and conditions hereof.  Funding of any
Revolving  Loans  shall  be  in  any  combination  of  Dollars,  Euros,  Pounds,
Australian  Dollars,  Canadian Dollars, Singapore Dollars or Kroner as specified
by  the Borrower as set forth in Section 2.3;provided,that the Dollar Equivalent
amount  of  the  principal  amount  of  outstanding  Revolving  Loans  and  L/C
Obligations  funded  and  issued  in Euros, Pounds, Australian Dollars, Canadian
Dollars,  Singapore  Dollars


                                       18
<PAGE>
and  Kroner  determined,  with  respect  to  each  such  Revolving Loans and L/C
Obligations in accordance with Section 10.19 shall at no time exceed the Foreign
Currency  Sublimit  then  in  effect.

     Section  2.2.     Types  of  Revolving  Loans  and  Minimum  Borrowing
                       ----------------------------------------------------
Amounts.  Borrowings of Revolving  Loans  may be outstanding as either Base Rate
-------
Loans  or  Adjusted LIBOR Loans, as selected by the Borrower pursuant to Section
2.3;provided,  however,  that  any  Revolving  Loans funded in Euros, Australian
Dollars,  Canadian  Dollars,  Singapore  Dollars,  Pounds  or Kroner may only be
outstanding as Adjusted LIBOR Loans.  Each Borrowing of Base Rate Loans shall be
in  an  amount  of not less than $1,000,000 and each Borrowing of Adjusted LIBOR
Loans shall be in an amount of not less than the Dollar Equivalent of $5,000,000
and  in  an  integral  multiple  of  the  Borrowing  Multiple.

     Section  2.3.     Manner  of  Borrowings;  Continuations and Conversions of
                       ---------------------------------------------------------
Borrowings.
----------

     (a)          Notice  of Revolving Loan Borrowings.  The Borrower shall give
                  ------------------------------------
notice  to  the  Administrative  Agent  by no later than 12:00 p.m. (i) at least
three  (3)  Business  Days  before  the  date on which the Borrower requests the
Lenders to advance a Borrowing of Eurocurrency Loans to be funded in Dollars and
at  least  four (4) Business Days before the date on which the Borrower requests
the  Lenders to advance a Borrowing of Eurocurrency Loans to be funded in Euros,
Pounds,  Australian Dollars, Canadian Dollars, Singapore  Dollars or Kroner, and
(ii)  on  the  date  the Borrower requests the Lenders to advance a Borrowing of
Base  Rate  Loans,  in  each  case pursuant to a duly executed Borrowing Request
substantially  in  the  form  of  Exhibit  2.3  (each  a  "Borrowing  Request").
                                  ------------

     (b)          Notice  of  Continuation  or  Conversion  of  Outstanding
                  ---------------------------------------------------------
Borrowings.  The  Borrower may from time to time elect to change or continue the
----------
type  of interest rate borne by each Revolving Loan Borrowing or, subject to the
minimum  amount  requirements in Section 2.2 for each outstanding Revolving Loan
Borrowing,  a  portion  thereof,  as  follows:  (i)  if  such  Borrowing  is  of
Eurocurrency  Loans,  the Borrower may continue part or all of such Borrowing as
Eurocurrency  Loans  for an Interest Period specified by the Borrower or convert
part  or  all  of  such  Borrowing  into  Base Rate Loans on the last day of the
Interest  Period applicable thereto, or the Borrower may earlier convert part or
all  of such Borrowing into Base Rate Loans so long as it pays the breakage fees
and  funding  losses  provided in Section 2.11; and (ii) if such Borrowing is of
Base  Rate  Loans,  the  Borrower may convert all or part of such Borrowing into
Eurocurrency  Loans  for  an  Interest  Period  specified by the Borrower on any
Business  Day, in each case pursuant to notices of continuation or conversion as
set  forth  below.  The  Borrower  may  select multiple Interest Periods for the
Eurocurrency  Loans constituting any such particular Borrowing, provided that at
no  time  shall  the  number  of  different  Interest  Periods  for  outstanding
Eurocurrency  Loans  exceed  twenty  (20) (it being understood for such purposes
that  (x)  Interest  Periods  of  the same duration, but commencing on different
dates,  shall  be  counted  as  different Interest Periods, and (y) all Interest
Periods commencing on the same date and of the same duration shall be counted as
one  Interest  Period  regardless of the number of Borrowings or Loans involved.
Notices  of  the  continuation  of  such  Eurocurrency  Loans  for an additional
Interest  Period  or of the conversion of part or all of such Eurocurrency Loans
into  Base Rate Loans or of such Base Rate Loans into Eurocurrency Loans must be
given  by  no  later  than  12:00  p.m.  at  least


                                       19
<PAGE>
three (3) Business Days with respect to Eurocurrency Loans funded in Dollars and
four  (4)  Business  Days  with  respect  to Eurocurrency Loans funded in Euros,
Pounds,  Australian  Dollars,  Canadian  Dollars,  Singapore  Dollars or Kroner,
before  the  date  of  the  requested  continuation  or  conversion.

     (c)          Manner  of  Notice.  The  Borrower  shall  give  such  notices
                  ------------------
concerning  the  advance, continuation, or conversion of a Borrowing pursuant to
this  Section  2.3  by telephone or facsimile (which notice shall be irrevocable
once  given  and,  if  by  telephone,  shall  be  promptly confirmed in writing)
pursuant  to  a  Borrowing Request which shall specify the date of the requested
advance,  continuation or conversion (which shall be a Business Day), the amount
and  currency  of  the  requested  Borrowing,  whether  such  Borrowing is to be
advanced,  continued,  or  converted,  the  type  of Loans to comprise such new,
continued  or  converted  Borrowing and, if such Borrowing is to be comprised of
Eurocurrency Loans, the Interest Period applicable thereto.  The Borrower agrees
that  the  Administrative  Agent  may  rely  on any such telephonic or facsimile
notice  given  by  any  Person  it  in  good  faith  believes  is  an authorized
representative  of  the  Borrower  without  the  necessity  of  independent
investigation  and  that,  if  any  such  notice by telephone conflicts with any
written  confirmation, such telephonic notice shall govern if the Administrative
Agent  has  acted  in  reliance  thereon.

     (d)          Notice  to  the  Lenders.  The Administrative Agent shall give
                  ------------------------
prompt  telephonic,  telex  or  facsimile  notice  to  each Lender of any notice
received  pursuant  to  this Section 2.3 relating to a Revolving Loan Borrowing.
The  Administrative  Agent  shall give notice to the Borrower and each Lender by
like  means  of  the  interest rate applicable to each Borrowing of Eurocurrency
Loans (but, if such notice is given by telephone, the Administrative Agent shall
confirm  such  rate in writing) promptly after the Administrative Agent has made
such  determination.

     (e)          Borrower's  Failure  to Notify.  If the Borrower fails to give
                  ------------------------------
notice  pursuant  to Section 2.3(a) of (i) the continuation or conversion of any
outstanding  principal  amount  of  a Borrowing of Eurocurrency Loans, or (ii) a
Borrowing  of  Revolving Loans to pay outstanding Reimbursement Obligations, and
has  not  notified  the  Administrative  Agent  by 12:00 p.m. at least three (3)
Business  Days  before  the last day of the Interest Period for any Borrowing of
Eurocurrency  Loans  funded in Dollars or at least four (4) Business Days before
the  last  day  of  the  Interest Period for any Borrowing of Eurocurrency Loans
funded in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars
or  Kroner, or by the day such Reimbursement Obligation becomes due, as the case
may be, that it intends to repay such Borrowing or Reimbursement Obligation, the
Borrower  shall be deemed to have requested, as applicable, (x) the continuation
of  such  Borrowing  as  a  Eurocurrency Loan with an Interest Period of one (1)
month  or  (y)  the  advance  of  a  new  Borrowing  of  Base  Rate Loans (after
converting,  if  necessary,  the Reimbursement Obligation into Dollars using the
Exchange  Rate  in  effect  on  such  date)  on  such  day  in the amount of the
Reimbursement  Obligation  then due, which Borrowing pursuant to this clause (y)
shall  be  deemed  to have been funded on such date by the Lenders in accordance
with  Section  2.3(a)  and  to  have  been  applied  on  such  day  to  pay  the
Reimbursement  Obligation  then due, in each case so long as no Event of Default
shall  have  occurred  and  be  continuing  or  would  occur as a result of such
Borrowing  but  otherwise disregarding the conditions to Borrowings set forth in
Section  4.2.  Upon  the  occurrence  and


                                       20
<PAGE>
during the continuance of any Event of Default, and upon notice thereof from the
Administrative  Agent  to  the  Borrower  (i)  each  Eurocurrency  Loan  will
automatically,  on  the  last day of the then existing Interest Period therefor,
convert  into  a  Base Rate Loan, and (ii) the obligation of the Lenders to fund
Loans  in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore Dollars
or  Kroner, and to make, continue or convert Loans into Eurocurrency Loans shall
be  suspended.

     (f)          Conversion.  If  the  Borrower  shall  elect  to  convert  any
                  ----------
particular  Borrowing pursuant to this Section 2.3  from one Type of Loan to the
other only in part, then, from and after the date on which such conversion shall
be  effective,  such  particular  Borrowing  shall,  for  all  purposes  of this
Agreement (including, without limitation, for purposes of subsequent application
of  this  sentence)  be  deemed  to  instead  constitute  two  Borrowings  (each
originally  advanced  on  the  same  date  as  such  particular  Borrowing), one
comprised  of  (subject  to  subsequent  conversion  in  accordance  with  this
Agreement)  Eurocurrency  Loans  in  an  aggregate principal amount equal to the
portion  of  such  Borrowing  so  elected  by  the  Borrower  to be comprised of
Eurocurrency Loans and the second comprised of (subject to subsequent conversion
in  accordance  with  this  Agreement) Base Rate Loans in an aggregate principal
amount  equal  to  the  portion  of  such particular Borrowing so elected by the
Borrower  to  be  comprised  of Base Rate Loans.  If the Borrower shall elect to
have  multiple Interest Periods apply to any such particular Borrowing comprised
of  Eurocurrency  Loans,  then,  from  and after the date such multiple Interest
Periods  commence,  such  particular  Borrowing  shall, for all purposes of this
Agreement (including, without limitation, for purposes of subsequent application
of this sentence), be deemed to constitute a number of separate Borrowings (each
originally  commencing  on  the same date as such particular Borrowing) equal to
the number of, and corresponding to, the different Interest Periods so selected,
each  such  deemed  separate  Borrowing  corresponding  to a particular selected
Interest  Period  comprised  of  (subject to subsequent conversion in accordance
with  this  Agreement) Eurocurrency Loans in an aggregate principal amount equal
to  the  portion of such particular Borrowing so elected by the Borrower to have
such Interest Period.  This Section 2.3(f) shall be applied appropriately in the
event  that the Borrower shall make the elections described in the two preceding
sentences  at  the  same  time  with  respect  to the same particular Borrowing.

     Section 2.4.     Interest Periods.  As provided in Section 2.3, at the time
                      ----------------
of  each  request for a Borrowing of Eurocurrency Loans, or for the continuation
or  conversion of any Borrowing of Eurocurrency Loans, the Borrower shall select
the  Interest  Period(s) to be applicable to such Loans from among the available
options,  subject  to  the  limitations  in Section 2.3;provided, however, that:

          (i) the Borrower may not select an Interest Period that extends beyond
     the  Commitment  Termination  Date;

          (ii) whenever the last day of any Interest Period would otherwise be a
     day  that is not a Business Day, the last day of such Interest Period shall
     either  be (i) extended to the next succeeding Business Day, or (ii) in the
     case  of  Eurocurrency  Loans  only,  reduced  to the immediately preceding
     Business  Day  if  the next succeeding Business Day is in the next calendar
     month;  and


                                       21
<PAGE>
          (iii)  for purposes of determining an Interest Period, a month means a
     period  starting  on  one  day  in  a  calendar  month  and  ending  on the
     numerically  corresponding  day  in  the  next  calendar  month;  provided,
     however,  that  if  there  is  no such numerically corresponding day in the
     month in which an Interest Period is to end or if an Interest Period begins
     on  the  last  Business  Day  of  a  calendar  month,  then  in the case of
     Eurocurrency  Loans  only,  such  Interest  Period  shall  end  on the last
     Business Day of the calendar month in which such Interest Period is to end.

     Section  2.5.     Funding  of  Loans.
                       ------------------

     (a)          Disbursement of Loans.  Not later than 12:00 p.m. with respect
                  ---------------------
to  Borrowings  in  Dollars of Eurocurrency Loans, and 2:00 p.m. with respect to
Base  Rate  Revolving  Loans,  on  the  date  of  any requested advance of a new
Borrowing  of  Loans, each Lender, subject to all other provisions hereof, shall
make  available  its  Loan  comprising  its  portion  of such Borrowing in funds
immediately  available in Atlanta, Georgia for the benefit of the Administrative
Agent and according to the payment instructions of the Administrative Agent. Not
later  than  2:00  p.m.  (local  time  at  the bank where the applicable Foreign
Currency  Payment  Account  is  maintained)  with  respect to a new Borrowing in
Euros,  Pounds,  Australian  Dollars,  Canadian  Dollars,  Singapore Dollars, or
Kroner, on the date of any such requested Borrowing, each Lender, subject to all
other  provisions  hereof, shall make available its portion of such Borrowing in
funds  immediately  available in the applicable Foreign Currency Payment Account
for  the  benefit  of  the  Administrative  Agent  and  according to the payment
instructions of the Administrative Agent.    The Administrative Agent shall make
the  proceeds of each such Borrowing available in immediately available funds to
the  Borrower  (or as directed in writing by the Borrower) on such date.  In the
event that any Lender does not make such amounts available to the Administrative
Agent  by the time prescribed above, but such amount is received later that day,
such  amount  may  be  credited  to  the Borrower in the manner described in the
preceding  sentence  on  the  next Business Day (with interest on such amount to
begin  accruing hereunder on such next Business Day) provided that acceptance by
the  Borrower  of  any  such  late  amount  shall  not be deemed a waiver by the
Borrower  of  any  rights  it  may have against such Lender.  No Lender shall be
responsible  to  the  Borrower  for  any  failure  by another Lender to fund its
portion  of a Borrowing, and no such failure by a Lender shall relieve any other
Lender  from  its  obligation,  if  any,  to  fund  its  portion of a Borrowing.

     (b)          Administrative  Agent  Reliance on Lender Funding.  Unless the
                  -------------------------------------------------
Administrative Agent shall have been notified by a Lender prior to 12:00 noon at
least  2  Business  Days  prior to the date on which such Lender is scheduled to
make payment to the Administrative Agent of the proceeds of a Loan (which notice
shall  be  effective upon receipt) that such Lender does not intend to make such
payment,  the  Administrative  Agent  may  assume that such Lender has made such
payment  when  due  and  in  reliance upon such assumption may (but shall not be
required  to) make available to the Borrower the proceeds of the Loan to be made
by  such  Lender  and,  if  any  Lender has not in fact made such payment to the
Administrative  Agent,  such  Lender shall, on demand, pay to the Administrative
Agent  the  amount  made  available  to the Borrower attributable to such Lender
together  with interest thereon for each day during the period commencing on the
date  such  amount  was  made  available  to  the  Borrower  and  ending on (but
excluding)  the  date


                                       22
<PAGE>
such  Lender  pays  such  amount to the Administrative Agent at a rate per annum
equal  to  the  Administrative  Agent's  cost of funds for such amount.  If such
amount  is not received from such Lender by the Administrative Agent immediately
upon demand, the Borrower will, on demand, repay to the Administrative Agent the
proceeds of the Loan attributable to such Lender with interest thereon at a rate
per  annum  equal  to the interest rate applicable to the relevant Loan, but the
Borrower will in no event be liable to pay any amounts otherwise due pursuant to
Section  2.11 in respect of such repayment.  Nothing in this subsection shall be
deemed  to relieve any Lender from any obligation to fund any Loans hereunder or
to  prejudice  any  rights  which  the Borrower may have against any Lender as a
result  of  any  default  by  such  Lender  hereunder.

     Section  2.6.     Applicable  Interest  Rates.
                       ---------------------------

     (a)          Base  Rate  Loans.  Each  Base  Rate  Loan shall bear interest
                  -----------------
(computed  on  the  basis of a 365-day year or 366-day year, as the case may be,
and actual days elapsed excluding the date of repayment) on the unpaid principal
amount  thereof  from  the  date  such  Loan  is made until maturity (whether by
acceleration  or  otherwise) or conversion to a Eurocurrency Loan, at a rate per
annum  equal to the lesser of (i) the Highest Lawful Rate, or (ii) the Base Rate
from  time  to time in effect.  The Borrower agrees to pay such interest on each
Interest  Payment Date for such Loan and at maturity (whether by acceleration or
otherwise).

     (b)          Eurocurrency  Loans.  Each  Eurocurrency  Loan  shall  bear
                  -------------------
interest  (computed  on  the  basis  of  a 360-day year and actual days elapsed,
except  with  respect  to  Eurocurrency  Loans  funded  in Pounds, in which case
interest will be computed on the basis of a 365-day year or 366-day year, as the
case  may  be,  and  actual  days  elapsed,  in  each case excluding the date of
repayment)  on  the  unpaid  principal amount thereof from the date such Loan is
made  until  maturity  (whether by acceleration or otherwise) or, in the case of
Eurocurrency  Loans, conversion to a Base Rate Loan at a rate per annum equal to
the  lesser  of  (i)  the Highest Lawful Rate, or (ii) the sum of Adjusted LIBOR
plus  the  Applicable  Margin.  The Borrower agrees to pay such interest on each
Interest  Payment Date for such Loan and at maturity (whether by acceleration or
otherwise)  or,  in  the  case  of Eurocurrency Loans, conversion to a Base Rate
Loan.

     (c)          Rate Determinations.  The Administrative Agent shall determine
                  -------------------
each  interest  rate  applicable  to  the  Loans  and  Reimbursement Obligations
hereunder  insofar  as such interest rate involves a determination of Base Rate,
Adjusted LIBOR or LIBOR Rate, or any applicable default rate pursuant to Section
2.7,  and  such determination shall be conclusive and binding except in the case
of  the  Administrative  Agent's  manifest  error  or  willful  misconduct.  The
Administrative  Agent shall promptly give notice to the Borrower and each Lender
of each determination of Adjusted LIBOR, with respect to each Eurocurrency Loan.

     Section  2.7.     Default Rate.  If any payment of principal on any Loan is
                       ------------
not  made when due after the expiration of the grace period therefor provided in
Section  7.1(a)  (whether  by  acceleration  or otherwise), or any Reimbursement
Obligation  is  not  paid  when due as provided in Section 2.12(c), such Loan or
Reimbursement Obligation shall bear interest (computed on the basis of a year of
360,  365  or  366  days, as applicable, and actual days elapsed) after any such


                                       23
<PAGE>
grace  period  expires  until such principal then due is paid in full, which the
Borrower  agrees  to  pay  on  demand,  at  a  rate  per  annum  equal  to:

     (a)          for  any  Base Rate Loan, the lesser of (i) the Highest Lawful
Rate, or (ii) the sum of two percent (2%) per annum plus the Base Rate from time
to  time  in  effect (but not less than the Base Rate in effect at the time such
payment  was  due);

     (b)          for  any  Eurocurrency  Loan,  the  lesser  of (i) the Highest
Lawful  Rate,  or  (ii)  the  sum of two percent (2%) per annum plus the rate of
interest  in  effect  thereon  at  the time of such default until the end of the
Interest  Period for such Loan and, thereafter, at a rate per annum equal to the
sum  of  two  percent  (2%)  per annum plus (x) in the case of any Loans made in
Dollars,  the  Base Rate from time to time in effect (but not less than the Base
Rate  in  effect  at  the  time such payment was due), or (y) in the case of any
Loans  made  in  Euros,  Pounds, Australian Dollars, Canadian Dollars, Singapore
Dollars  or  Kroners,  the interest rate that would otherwise then be applicable
under  this  Agreement  to  a  Eurocurrency  Loan  made  in such currency for an
Interest  Period  of one month as from time to time in effect (but not less than
such  interest  rate  in  effect  at  the  time  such  payment  was  due);  and

     (c)          for  any  unpaid  Reimbursement Obligations, the lesser of (i)
the  Highest Lawful Rate, or (ii) the sum of two percent (2%) per annum plus (x)
in  the  case of any Reimbursement Obligations payable in Dollars, the Base Rate
from  time  to  time in effect (but not less than the Base Rate in effect at the
time  such payment was due), or (y) in the case of any Reimbursement Obligations
payable  in  any  currency  other  than  Dollars,  the  interest rate that would
otherwise then be applicable under this Agreement to a Eurocurrency Loan made in
such currency for an Interest Period of one month as from time to time in effect
(but  not  less  than  such interest rate in effect at the time such payment was
due).

     It  is the intention of the Administrative Agent and the Lenders to conform
strictly  to  usury  laws  applicable to them.  Accordingly, if the transactions
contemplated  hereby or any Loan or other Obligation would be usurious as to any
of  the  Lenders  under  laws applicable to it (including the laws of the United
States of America and the State of New York or any other jurisdiction whose laws
may  be  mandatorily  applicable  to  such  Lender  notwithstanding  the  other
provisions  of this Agreement, the Notes or any other Credit Document), then, in
that  event,  notwithstanding  anything  to  the contrary in this Agreement, the
Notes  or any other Credit Document, it is agreed as follows:  (i) the aggregate
of  all  consideration  which constitutes interest under laws applicable to such
Lender  that  is  contracted  for,  taken, reserved, charged or received by such
Lender under this Agreement, the Notes or any other Credit Document or otherwise
shall  under  no  circumstances  exceed  the Highest Lawful Rate, and any excess
shall  be credited by such Lender on the principal amount of the Loans or to the
Reimbursement  Obligations  (or,  if  the  principal amount of the Loans and all
Reimbursement  Obligations shall have been paid in full, refunded by such Lender
to  the  Borrower);  and  (ii)  in  the  event that the maturity of the Loans is
accelerated  by reason of an election of the holder or holders thereof resulting
from  any  Event  of  Default  hereunder  or  otherwise,  or in the event of any
required  or  permitted  prepayment,  then  such  consideration that constitutes
interest  under  laws  applicable to such Lender may never include more than the
Highest  Lawful  Rate,  and  excess  interest,  if  any,  provided  for  in this
Agreement,  the  Notes,  any  other  Credit  Document  or  otherwise  shall  be


                                       24
<PAGE>
automatically  canceled  by  such  Lender as of the date of such acceleration or
prepayment  and,  if  theretofore  paid, shall be credited by such Lender on the
principal  amount  of  the  Loans or to the Reimbursement Obligations (or if the
principal  amount of the Loans and all Reimbursement Obligations shall have been
paid  in full, refunded by such Lender to the Borrower).  To the extent that the
Texas  Finance  Code,  Chapters  302 and 303, are relevant to the Administrative
Agent  and  the  Lenders for the purpose of determining the Highest Lawful Rate,
the  Administrative  Agent  and  the  Lenders  hereby  elect  to  determine  the
applicable  rate  ceiling  under  such  Chapter  by  the indicated (weekly) rate
ceiling  from  time  to  time  in effect, subject to their right subsequently to
change  such  method  in accordance with applicable law.  In the event the Loans
and  all Reimbursement Obligations are paid in full by the Borrower prior to the
full  stated  term of the Loans and the interest received from the actual period
of the existence of the Loans exceeds the Highest Lawful Rate, the Lenders shall
refund  to  the  Borrower the amount of the excess or shall credit the amount of
the  excess against amounts owing under the Loans and none of the Administrative
Agent  or  the  Lenders shall be subject to any of the penalties provided by law
for contracting for, taking, reserving, charging or receiving interest in excess
of  the  Highest  Lawful  Rate.  The  Texas  Finance  Code,  Chapter  346, which
regulates  certain  revolving  credit  loan  accounts  and  revolving  tri-party
accounts,  shall  not  apply  to  this  Agreement  or  the  Loans.

     Section  2.8.     Repayment  of  Loans;  Evidence  of  Debt.
                       -----------------------------------------

     (a)          Repayment  of  Loans.  The  Borrower hereby promises to pay to
                  --------------------
the  Administrative  Agent  for  the  account  of each Lender, on the Commitment
Termination  Date,  the  unpaid  amount of each Revolving Loan then outstanding.

     (b)          Record  of  Loans  by  Lenders.  Each Lender shall maintain in
                  ------------------------------
accordance  with  its  usual  practice  an  account  or  accounts evidencing the
indebtedness  of  the  Borrower  to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and accrued interest payable and
paid  to  such  Lender  from  time  to  time  hereunder.

     (c)          Record  of  Loans by Administrative Agent.  The Administrative
                  -----------------------------------------
Agent  shall  maintain  accounts in which it shall record (i) the amount of each
Loan  made  hereunder,  the  Type  thereof  and  the  Interest Period applicable
thereto, (ii) the amount of any principal or accrued interest due and payable or
to  become  due and payable from the Borrower to each Lender hereunder and (iii)
the  amount  of  any  sum received by the Administrative Agent hereunder for the
account  of  the  Lenders  and  each  Lender's  share  thereof.

     (d)          Evidence  of  Obligations.  The  entries  made in the accounts
                  -------------------------
maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
                                                                     ----- -----
evidence  of  the  existence  and  amounts  of the obligations recorded therein;
provided  that the failure of any Lender or the Administrative Agent to maintain
--------
such accounts or any error therein shall not in any manner affect the obligation
of  the  Borrower  to  repay  the  Loans  in  accordance  with the terms of this
Agreement.

     (e)          Notes.  The  Revolving  Loans outstanding to the Borrower from
                  -----
each  Lender  shall,  at  the  written request of such Lender, be evidenced by a
promissory  note  of  the Borrower payable to such Lender in the form of Exhibit
                                                                         -------
2.8A  (Master  Note)  or,  if such Lender so requests in writing, by one or more
----
individual  promissory  notes  of  the  Borrower  in  similar  form  but


                                       25
<PAGE>
payable  in  the  specific  foreign  currencies in which the Loans may be funded
(each  a  "Note").  The  Borrower  agrees  to  execute  and  deliver  to  the
Administrative  Agent,  for  the  benefit  of each Lender requesting one or more
promissory  notes  as  aforesaid,  an  original  of  each  such promissory note,
appropriately  completed,  to  evidence the respective Loans made by such Lender
hereunder,  within  ten (10) Business Days after the Borrower receives a written
request  therefor.

     (f)          Recording  of  Loans  and Payments on Notes.  Each holder of a
                  -------------------------------------------
Note  shall  record on its books and records or on a schedule to its appropriate
Note  (and  prior  to  any  transfer  of  its  Notes shall endorse thereon or on
schedules  forming  a part thereof appropriate notations to evidence) the amount
of  each Loan outstanding from it to the Borrower, all payments of principal and
interest  and  the  principal balance from time to time outstanding thereon, the
type  of  such Loan and, if a Eurocurrency Loan the Interest Period and interest
rate applicable thereto.  Such record, whether shown on the books and records of
a  holder  of a Note or on a schedule to its Note, shall be prima facie evidence
as  to  all  such  matters; provided, however, that the failure of any holder to
record  any  of the foregoing or any error in any such record shall not limit or
otherwise  affect  the obligation of the Borrower to repay all Loans outstanding
to  it  hereunder together with accrued interest thereon.  At the request of any
holder  of  a Note and upon such holder tendering to the Borrower the Note to be
replaced,  the  Borrower  shall furnish a new Note to such holder to replace any
outstanding  Note  and at such time the first notation appearing on the schedule
on  the  reverse  side  of,  or  attached  to, such new Note shall set forth the
aggregate  unpaid  principal  amount  of  all  Loans,  if  any, then outstanding
thereon.

     Section  2.9.     Optional  Prepayments.  The  Borrower  shall  have  the
                       ---------------------
privilege  of  prepaying  any  Base Rate Loans without premium or penalty at any
time  in  whole  or  at any time and from time to time in part (but, if in part,
then  in  an  amount  which  is  equal  to or greater than $1,000,000);provided,
however,  that  the  Borrower  shall have given notice of such prepayment to the
Administrative  Agent  no  later than 12:00 p.m. on the date of such prepayment.
The  Borrower shall have the privilege of prepaying any Adjusted LIBOR Loans (a)
without  premium  or  penalty  in  whole or in part (but, if in part, then in an
amount which is equal to or greater than the Dollar Equivalent of $5,000,000 and
in  an  integral  multiple  of  the  Borrowing Multipleor such smaller amount as
needed  to prepaya particular Borrowingin full) only on the last Business Day of
an  Interest  Period for such Loan, and (b) at any other time without premium or
penalty  except for the breakage fees and funding losses that are required to be
paid  pursuant  to  Section 2.11;provided, however, that the Borrower shall have
given  notice of such prepayment to the Administrative Agent no later than 12:00
p.m.  at  least  three  (3)  Business  Days before the last Business Day of such
Interest  Period or the proposed prepayment date.  Any such prepayments shall be
made by the payment of the principal amount to be prepaid and accrued and unpaid
interest  thereon to the date of such prepayment.  Unless otherwise specified in
writing  by  the  Borrower,  optional prepayments shall be applied first, to the
Revolving  Loans,  second,  to  the  Reimbursement  Obligations  with respect to
Letters  of  Credit,  and  third  to  any  other  Obligations  then outstanding.

     Section 2.10.     Mandatory Prepayments of Loans.  In the event and on each
                       ------------------------------
occasion  that  the  Dollar  Equivalent  of  the  aggregate  principal amount of
outstanding  Revolving  Loans  and  L/C Obligations exceeds the Revolving Credit
Commitment  Amount  then  in  effect,  then  the


                                       26
<PAGE>
Borrower shall promptly prepay Revolving Loans in an aggregate amount sufficient
to  eliminate  such  excess.  Immediately  upon determining the need to make any
such  prepayment,  the  Borrower  shall  notify the Administrative Agent of such
required  prepayment and of the identity of the particular Revolving Loans being
prepaid.  If  the  Administrative  Agent  shall  notify  the  Borrower  that the
Administrative  Agent  has determined that any prepayment is required under this
Section  2.10,  the Borrower shall make such prepayment no later than the second
Business Day following such notice.  Any mandatory prepayment of Revolving Loans
pursuant hereto shall not be limited by the notice provision for prepayments set
forth in Section 2.9.  Each such prepayment shall be accompanied by a payment of
all accrued and unpaid interest on the Loans prepaid and any applicable breakage
fees  and  funding  losses  pursuant  to  Section  2.11.

     Section  2.11.     Breakage  Fees.  If  any Lender incurs any loss, cost or
                        --------------
expense  (excluding  loss  of  anticipated  profits  and  other  indirect  or
consequential damages) by reason of the liquidation or re-employment of deposits
or other funds acquired by such Lender to fund or maintain any Eurocurrency Loan
as  a  result of any of the following events other than any such occurrence as a
result  of  a  change  of  circumstance  described  in  Sections  8.1  or  8.2:

     (a)          any  payment,  prepayment  or conversion of any such Loan on a
date  other  than  the last day of its Interest Period (whether by acceleration,
mandatory  prepayment  or  otherwise);

     (b)          any  failure  to  make a principal payment of any such Loan on
the  due  date  therefor;  or

     (c)          any  failure by the Borrower to borrow, continue or prepay, or
convert  to,  any  such Loan on the date specified in a notice given pursuant to
Section  2.3  (other  than  by  reason  of  a  default  of  such  Lender),

then  the  Borrower  shall pay to such Lender such amount as will reimburse such
Lender  for  such  loss,  cost or expense.  If any Lender makes such a claim for
compensation,  it  shall  provide  to  the Borrower a certificate executed by an
officer of such Lender setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for and the computation
of  such  loss,  cost or expense) no later than ninety (90) days after the event
giving  rise  to  the  claim  for  compensation,  and  the amounts shown on such
certificate  shall be prima facie evidence of such Lender's entitlement thereto.
Within  ten  (10)  days  of  receipt of such certificate, the Borrower shall pay
directly  to  such  Lender  such  amount as will compensate such Lender for such
loss,  cost  or  expense  as  provided  herein, unless such Lender has failed to
timely  give  notice  to the Borrower of such claim for compensation as provided
herein,  in  which  event the Borrower shall not have any obligation to pay such
claim.

     Section  2.12.     Letters  of  Credit
                        -------------------
     (a)          Letters  of  Credit.  Subject  to  the  terms  and  conditions
                  -------------------
hereof,  the  Issuing  Bank  agrees  to  issue,  from  time to time prior to the
Commitment Termination Date, at the request of the Borrower and on behalf of the
Lenders  and  in  reliance  on their obligations under this Section 2.12, one or
more letters of credit (each a "Letter of Credit") for the Borrower's account in
a face amount in each case of at least $500,000 and in an aggregate undrawn face
amount  for  all


                                       27
<PAGE>
Letters  of  Credit  at  any time outstanding not to exceed the Revolving Credit
Commitment  Amount;  provided,  that  the Issuing Bank shall not be obligated to
issue  a  Letter  of Credit pursuant to this Section 2.12 if, after the issuance
thereof,  (i)  the outstanding Revolving Loans and L/C Obligations would thereby
exceed  the  Revolving  Credit  Commitment Amount (determined in accordance with
Section  10.19)  then  in  effect, or (ii) the issuance of such Letter of Credit
would violate any legal or regulatory restriction then applicable to the Issuing
Bank  or  any  Lender  as  notified  by  the  Issuing Bank or such Lender to the
Administrative  Agent  before  the  date  of  issuance of such Letter of Credit.
Letters  of  Credit  and  any  increases and extensions thereof hereunder may be
issued  in  face  amounts  of either Dollars, Euros, Pounds, Australian Dollars,
Canadian Dollars, Singapore Dollars or Kroner; provided further, that the Dollar
Equivalent  amount  of  the  principal amount of outstanding Revolving Loans and
Letters  of  Credit  in  Euros,  Pounds,  Australian  Dollars, Canadian Dollars,
Singapore  Dollars  and  Kroner  determined, with respect to each such Revolving
Loan  or  Letter  of  Credit,  in accordance with Section 10.19 on the date such
Revolving  Loan  is  funded,  continued or converted, or the date such Letter of
Credit is issued, increased and extended, as applicable, shall not exceed in the
aggregate  the  Foreign  Currency  Sublimit.

     (b)          Issuance  Procedure.  To request that the Issuing Bank issue a
                  -------------------
Letter  of  Credit,  the  Borrower  shall  deliver  to  the Issuing Bank and the
Administrative  Agent  (with  a  duplicate copy to an operations employee of the
Issuing  Bank  as  designated  by  the  Issuing  Bank  from time to time) a duly
executed  Issuance  Request  substantially in the form of Exhibit 2.12A (each an
                                                          -------------
"Issuance  Request"), together with a duly executed application for the relevant
Letter  of  Credit  substantially  in  the  form  of  Exhibit  2.12B  (each  an
                                                      --------------
"Application"),  or  such  other computerized issuance or application procedure,
instituted  from  time  to time by the Issuing Bank and the Administrative Agent
and  agreed  to by the Borrower, completed to the reasonable satisfaction of the
Issuing  Bank  and  the  Administrative Agent, and such other information as the
Issuing  Bank and the Administrative Agent may reasonably request.  In the event
of  any irreconcilable difference or inconsistency between this Agreement and an
Application,  the  provisions of this Agreement shall govern.  Upon receipt of a
properly  completed  and executed Application and any other reasonably requested
information  at  least  three  (3) Business Days prior to any requested issuance
date,  the  Issuing  Bank  will  process such Application in accordance with its
customary  procedures  and issue the requested Letter of Credit on the requested
issuance  date.  The  Borrower  may cancel any requested issuance of a Letter of
Credit  prior  to  the  issuance  thereof.  The  Issuing  Bank  will  notify the
Administrative  Agent  and  each  Lender of the amount, currency, and expiration
date  of  each  Letter of Credit it issues promptly upon issuance thereof.  Each
Letter  of  Credit shall have an expiration date no later than four (4) Business
Days  before  the  Commitment  Termination Date.  If the Issuing Bank issues any
Letters  of  Credit  with  expiration dates that automatically extend unless the
Issuing  Bank  gives  notice  that  the  expiration date will not so extend, the
Issuing  Bank  will give such notice of non-renewal before the time necessary to
prevent  such  automatic  extension  if  (and  will  not  give  such  notice  of
non-renewal  before  such  time unless) before such required notice date (i) the
expiration date of such Letter of Credit if so extended would be later than four
(4)  Business  Days  before the Commitment Termination Date, (ii) the Commitment
Termination  Date  shall  have  occurred, (iii) a Default or an Event of Default
exists  and the Required Lenders have given the Issuing Bank instructions not to
so  permit  the expiration date of such Letter of Credit to be extended, or (iv)
the  Issuing  Bank  is  so directed by the Borrower.  The Issuing Bank agrees to
issue  amendments


                                       28
<PAGE>
to any Letter of Credit increasing its amount, or extending its expiration date,
at  the  request  of  the  Borrower, subject to the conditions precedent for all
Borrowings  of  Section  4.2  and the other terms and conditions of this Section
2.12.

     (c)          The  Borrower's  Reimbursement  Obligations.
                  -------------------------------------------

          (i)  The  Borrower  hereby  irrevocably  and unconditionally agrees to
     reimburse  the  Issuing  Bank  for each payment or disbursement made by the
     Issuing  Bank  to  settle  its  obligations  under any draft drawn or other
     payment made under a Letter of Credit (a "Reimbursement Obligation") within
     two (2) Business Days from when such draft is paid or other payment is made
     with  either  funds not borrowed hereunder or with a Borrowing of Revolving
     Loans  subject  to Section 2.3 and the other terms and conditions contained
     in  this Agreement. The Reimbursement Obligation shall bear interest (which
     the  Borrower hereby promises to pay) from and after the date such draft is
     paid  or  other  payment  is  made  until  (but  excluding  the  date)  the
     Reimbursement  Obligation  is  paid at the lesser of (x) the Highest Lawful
     Rate,  or  (y)  the Base Rate (in the case of a Letter of Credit payable in
     Dollars) or the rate of interest that would then be applicable hereunder to
     an Adjusted LIBOR Loan with an Interest Period of one month (in the case of
     a  Letter  of Credit payable in Euros, Pounds, Australian Dollars, Canadian
     Dollars,  Singapore  Dollars  or  Kroner),  in  each  case  so  long as the
     Reimbursement  Obligation  shall  not  be  past  due, and thereafter at the
     default  rate  per annum as set forth in Section 2.7(c), whether or not the
     Commitment  Termination  Date  shall  have occurred. If any such payment or
     disbursement  is reimbursed to the Issuing Bank on the date such payment or
     disbursement  is  made  by  the Issuing Bank, interest shall be paid on the
     reimbursable  amount  for  one  (1)  day.  The  Issuing Bank shall give the
     Borrower  notice  of  any  drawing  on  a  Letter  of Credit within one (1)
     Business  Day  after  such  drawing  is  paid.

          (ii)  The Borrower agrees for the benefit of the Issuing Bank and each
     Lender  that,  notwithstanding  any  provision  of  any  Application,  the
     obligations  of the Borrower under this Section 2.12(c) and each applicable
     Application  shall  be absolute, unconditional and irrevocable and shall be
     performed  strictly in accordance with the terms of this Agreement and each
     applicable  Application  under all circumstances whatsoever (other than the
     defense  of  payment in accordance with this Agreement), including, without
     limitation,  the  following  circumstances  (subject  in  all  cases to the
     defense  of  payment  in  accordance  with  this  Agreement):

               (1)  any  lack  of  validity  or enforceability of any of the L/C
          Documents;

               (2)  any amendment or waiver of or any consent to depart from all
          or  any  of  the  provisions  of  any  of  the  L/C  Documents;

               (3)  the  existence of any claim, set-off, defense or other right
          the Borrower may have at any time against a beneficiary of a Letter of
          Credit  (or  any  person  for  whom  a beneficiary may be acting), the
          Issuing  Bank,  any  Lender or any other Person, whether in connection
          with  this  Agreement,  another  L/C  Document  or  any  unrelated
          transaction;


                                       29
<PAGE>
               (4)  any statement or any other document presented under a 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;

               (5)  payment by the Issuing Bank under a Letter of Credit against
          presentation  to  the Issuing Bank of a draft or certificate that does
          not  comply  with  the  terms  of  the  Letter  of  Credit;  or

               (6)  any other act or omission to act or delay of any kind by the
          Issuing  Bank,  any  Lender  or any other Person or any other event or
          circumstance  whatsoever  that  might,  but for the provisions of this
          Section  2.12(c),  constitute  a  legal  or equitable discharge of the
          Borrower's  obligations  hereunder, under an Issuance Request or under
          an  Application;

provided,  however,  the  foregoing shall not be construed to excuse the Issuing
Bank  from  liability  to  the Borrower to the extent of any direct damages (but
excluding  consequential  damages,  which  are  hereby  waived to the extent not
prohibited  by  applicable  law) suffered by the Borrower that are caused by the
Issuing  Bank's  gross  negligence  or  willful  misconduct.

     (d)          The  Participating  Interests.  Each  Lender severally and not
                  -----------------------------
jointly  agrees  to  purchase from the Issuing Bank, and the Issuing Bank hereby
agrees  to  sell to each Lender, an undivided percentage participating interest,
to  the  extent  of  its  Percentage,  in  each  Letter of Credit issued by, and
Reimbursement  Obligation  owed to, the Issuing Bank in connection with a Letter
of Credit.  Upon any failure by the Borrower to pay any Reimbursement Obligation
in  connection  with a Letter of Credit at the time required in Sections 2.12(c)
and  2.3(c),  or  if  the  Issuing Bank is required at any time to return to the
Borrower  or  to  a trustee, receiver, liquidator, custodian or other Person any
portion  of  any  payment  by  the  Borrower  of any Reimbursement Obligation in
connection  with a Letter of Credit, the Issuing Bank shall promptly give notice
of  same  to  each  Lender, and the Issuing Bank shall have the right to require
each  Lender  to  fund its participation in such Reimbursement Obligation.  Each
Lender  (except the Issuing Bank to the extent it is also a Lender) shall pay to
the  Issuing  Bank an amount equal to such Lender's Percentage of such unpaid or
recaptured  Reimbursement Obligation not later than the Business Day it receives
notice  from  the Issuing Bank to such effect, if such notice is received before
2:00  p.m.,  or  not  later  than  the  following Business Day if such notice is
received  after  such  time.  If a Lender fails to pay timely such amount to the
Issuing  Bank,  it  shall  also  pay to the Issuing Bank interest on such amount
accrued from the date payment of such amount was made by the Issuing Bank to the
date of such payment by the Lender at a rate per annum equal to the Base Rate in
effect  for  each  such  day  and  only  after such payment shall such Lender be
entitled  to  receive  its  Percentage  of each payment received on the relevant
Reimbursement  Obligation and of interest paid thereon.  The several obligations
of the Lenders to the Issuing Bank under this Section 2.12(d) shall be absolute,
irrevocable  and  unconditional  under  any and all circumstances whatsoever and
shall  not  be  subject  to  any set-off, counterclaim or defense to payment any
Lender  may  have  or  have  had against the Borrower, the Issuing Bank, and any
other  Lender  or any other Person whatsoever including, but not limited to, any
defense  based  on  the  failure  of  the demand for payment under the Letter of
Credit  to  conform  to  the  terms  of  such  Letter of Credit or the legality,
validity,  regularity  or enforceability of such Letter of Credit and INCLUDING,


                                       30
<PAGE>
BUT  NOT  LIMITED  TO,  THOSE  RESULTING  FROM  THE ISSUING BANK'S OWN SIMPLE OR
CONTRIBUTORY NEGLIGENCE.  Without limiting the generality of the foregoing, such
obligations  shall  not be affected by any Default or Event of Default or by any
subsequent  reduction  or  termination  of  any Commitment of a Lender, and each
payment  by  a  Lender under this Section 2.12 shall be made without any offset,
abatement,  withholding  or  reduction  whatsoever.

     Section  2.13.     Commitment  Terminations.  The  Borrower  shall have the
                        ------------------------
right at any time and from time to time, upon three (3) Business Days' prior and
irrevocable  written  notice to the Administrative Agent, to terminate or reduce
the  Commitments  without  premium  or  penalty,  in  whole or in part, with any
partial  reduction (i) to be in an amount not less than $5,000,000 as determined
by  the  Borrower  and  in  integral  multiples of $5,000,000 and (ii) as to the
Commitments  to  be  allocated  ratably among the Lenders in proportion to their
respective Commitments;provided, that the Revolving Credit Commitment Amount may
not  be reduced to an amount less than the sum of the aggregate principal amount
of  outstanding  Revolving  Loans  and  L/C  Obligations,  after  converting, if
necessary,  any  such outstanding Obligations to their Dollar Equivalent amounts
in  accordance  with  Section  10.19 and after giving effect to payments on such
proposed  termination  or  reduction date; provided, however, that to the extent
                                           --------  -------
the  Borrower  provides to the Administrative Agent cash collateral in an amount
sufficient  to  cover  such  shortage  or  back to back letters of credit from a
bank(s)  or  financial  institution(s) whose short-term unsecured debt rating is
rated  A  or above from either S&P or Moody's or such other bank(s) or financial
institution(s)  satisfactory  to  the Required Lenders in an amount equal to the
undrawn  face  amount  of  any  applicable outstanding Letters of Credit with an
expiration  date  of  at  least  five  (5) days after the expiration date of any
applicable  Letter of Credit and which provide that the Administrative Agent may
make  a drawing thereunder in the event that it pays a drawing under such Letter
of  Credit.  The Administrative Agent shall give prompt notice to each Lender of
any  such  termination  or  reduction  of  the  Commitments.  Any termination of
Commitments  pursuant  to  this  Section  2.13  is  permanent  and  may  not  be
reinstated.

     Section  2.14.     Increase  of  Commitments;  Additional  Lenders.
                        -----------------------------------------------
     (a)          So long as no Event of Default has occurred and is continuing,
from time to time after the Initial Availability Date, the Borrower may, upon at
least 30 days' written notice to the Administrative Agent, elect to increase the
Revolving  Credit  Commitment  Amount  up  to  a  total  amount  not  to  exceed
$1,000,000,000  (the  amount  of  any  such increase, the "Additional Commitment
Amount").

     (b)          The  Borrower  may  designate  one  or  more  banks  or  other
financial  institutions  (which  may  be,  but  need  not be, one or more of the
existing  Lenders)  which  at  the time agree to, in the case of any such Person
that is an existing Lender, increase its Commitment and in the case of any other
such  Person  (an  "Additional  Lender"),  become  a  party  to  this Agreement;
provided,  however,  that  any  bank  or  financial  institution  that is not an
--------   -------
existing Lender must be acceptable to the Administrative Agent, which acceptance
will  not  be unreasonably withheld or delayed.  The sum of the increases in the
Commitments  of  the  existing  Lenders pursuant to this subsection (b) plus the
Commitments  of  the  Additional  Lenders  shall not in the aggregate exceed the
Additional  Commitment  Amount.


                                       31
<PAGE>
     (c)          An  increase  in  the  aggregate  amount  of  the  Commitments
pursuant  to  this  Section  2.14 shall become effective upon the receipt by the
                    -------------
Administrative  Agent  of  a  Joinder  Agreement signed by the Borrower, by each
Additional  Lender and by each other Lender whose Commitment is to be increased,
together  with  such evidence of appropriate corporate authorization on the part
of  the  Borrower  with  respect  to  the  increase  in the Commitments and such
opinions  of  counsel  for  the  Borrower  with  respect  to the increase in the
Commitments  as  the  Administrative  Agent  may  reasonably  request.

     (d)          Upon  the  acceptance  of  any  such  agreement  by  the
Administrative Agent, the Revolving Credit Commitment Amount shall automatically
be  increased  by the amount of the Commitments added through such agreement and
the  Commitment  amounts  of each Lender set forth on the signature pages hereto
shall  automatically  be  deemed  to  be  updated.

     (e)          Upon  any  increase in the aggregate amount of the Commitments
pursuant  to  this  Section 2.14 that is not pro rata among all Lenders, (x) the
                    ------------
Borrower shall prepay all outstanding Loans in their entirety, together with any
breakage  fees  and  funding  losses  that  are  required to be paid pursuant to
Section 2.11, and, to the extent the Borrower elects to do so and subject to the
conditions  specified  in Article IV, the Borrower shall reborrow Loans from the
Lenders  in  proportion  to  their respective Commitments after giving effect to
such  increase,  and  (y)  effective  upon  such  increase,  the  amount  of the
participations  held  by  each  Lender in each Letter of Credit then outstanding
shall  be  adjusted  such  that,  after  giving  effect to such adjustments, the
Lenders  shall  hold  participations  in  each  such  Letter  of  Credit  in the
proportion  its  respective  Commitment bears to the aggregate Commitments after
giving  effect  to  such  increase.

     Section  2.15.     Additional  Interest  Costs.
                        ---------------------------

     (a)          Mandatory  Costs  Rate.  If  and  so  long  as  any  Lender is
                  ----------------------
required  to make special deposits with the Bank of England, to maintain reserve
asset  ratios  or  to  pay  fees,  in  each  case  in  respect  of such Lender's
Eurocurrency  Loans  in any currency other than Dollars, such Lender may require
the  Borrower to pay, contemporaneously with each payment of interest on each of
such  Loans,  additional  interest on such Loan at a rate per annum equal to the
Mandatory Costs Rate calculated in accordance with the formula and in the manner
set  forth  in  Exhibit  2.15  hereto.
                -------------

     (b)          Other Requirements for Additional Interest.  If and so long as
                  ------------------------------------------
any  Lender is required to comply with reserve assets, liquidity, cash margin or
other  requirements  of  any  monetary  or  other  authority (including any such
requirement  imposed  by  the  European  Central  Bank or the European System of
Central  Banks,  but  excluding  requirements reflected in the Statutory Reserve
Rate  or  the  Mandatory  Costs  Rate)  in  respect  of  any  of  such  Lender's
Eurocurrency  Loans  in any currency other than Dollars, such Lender may require
the  Borrower to pay, contemporaneously with each payment of interest on each of
such  Loans  subject to such requirements, additional interest on such Loan at a
rate  per  annum  specified  by  such  Lender  to  be the cost to such Lender of
complying  with  such  requirements  in  relation  to  such  Loan.


                                       32
<PAGE>
     (c)          Determination  of  Amounts  Due.  Any additional interest owed
                  -------------------------------
pursuant  to  paragraph  (a)  or  (b)  above shall be determined by the relevant
Lender and notified to the Borrower (with a copy to the Administrative Agent) in
the  form  of a certificate setting forth such additional interest at least five
Business  Days  before  each  date on which interest is payable for the relevant
Loan,  and  such  additional interest so notified to the Borrower by such Lender
shall  be  payable to the Administrative Agent for the account of such Lender on
each  date  on  which  interest  is  payable  for  such  Loan.

     (d)          Limitation  on  Amounts  Due.  Subject  to  the  provisions of
                  ----------------------------
Section  8.3(c),  failure  or delay on the part of any Lender on any occasion to
demand  additional  interest  pursuant  to  this  Section shall not constitute a
waiver  of  such  Lender's  right  to  demand  such  additional  interest on any
subsequent  occasion.

ARTICLE  3.     FEES  AND  PAYMENTS.

     Section  3.1.     Fees.
                       ----
     (a)          Facility  Fees.  The  Borrower  agrees  to  pay  to  the
                  --------------
Administrative  Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Facility Fee Rate on the daily amount of the Commitment
of such Lender (whether used or unused) during the period from and including the
Initial  Availability  Date  to  but excluding the date on which such Commitment
terminates; provided that, if such Lender continues to have any Revolving Credit
Exposure  after its Commitment terminates, then such facility fee shall continue
to  accrue  on  the daily amount of such Lender's Revolving Credit Exposure from
and  including  the date on which its Commitment terminates to but excluding the
date on which such Lender ceases to have any Revolving Credit Exposure.  Accrued
facility  fees  shall  be  payable in arrears on the last Business Day of March,
June,  September  and December of each year, commencing on December 31, 2003, on
the date(s) on which the Commitments shall have terminated and the Lenders shall
have  no  further  Revolving  Credit  Exposures,  and on the Maturity Date.  All
facility  fees shall be computed on the basis of a year of 360 days and shall be
payable  for  the  actual  number  of  days elapsed (including the first day but
excluding  the  last  day).

     (b)          Utilization  Fees.  For  any  day  prior  to  the  Commitment
                  -----------------
Termination  Date  on  which  the Dollar Equivalent of the outstanding principal
amount  of  the  Loans  and L/C Obligations shall be greater than or equal to an
amount  equal  to  33%  of  the  total  Commitments  (and  for any day after the
termination  of  all the Commitments on which any Loans or L/C Obligations shall
be  outstanding  if  the  Dollar  Equivalent of the outstanding principal amount
thereof  on  the date the Commitments terminated shall have been greater than or
equal to 33% of the total Commitments in effect on such date) the Borrower shall
pay to the Administrative Agent for the account of each Lender a utilization fee
equal to the Applicable Utilization Fee Rate multiplied by the Dollar Equivalent
of aggregate amount of such Lender's outstanding Loans and applicable Percentage
of  L/C  Obligations  on such day.  Accrued and unpaid utilization fees, if any,
shall  be  payable  in  arrears  on  the  last Business Day of each March, June,
September  and  December,  on  the  date(s)  on which the Commitments shall have
terminated  and  there  are  no Loans or L/C Obligations outstanding, and on the
Maturity  Date.  All  utilization  fees


                                       33
<PAGE>
shall  be  computed  on the basis of a year of 360 days and shall be payable for
the  actual  number  of  days elapsed (including the first day but excluding the
last  day).

     (c)          Letter  of Credit Fees.  Commencing upon the date of issuance,
                  ----------------------
increase  or  extension  of  any  Letter  of  Credit  and thereafter on the last
Business Day of each March, June, September and December, the Borrower shall pay
to  the Administrative Agent quarterly in advance, for the period until the next
Letter  of  Credit  fee  payment date, for the ratable account of the Lenders, a
non-refundable  fee payable in Dollars equal to the Applicable Margin multiplied
by  the outstanding face amount or increase of such Letter of Credit during such
upcoming  period  calculated  on  the  basis  of  a 360 day year and actual days
elapsed and based on the then scheduled expiration date of the Letter of Credit.
For  any Letter of Credit issued with a face amount in Euros, Pounds, Australian
Dollars,  Canadian  Dollars,  Singapore  Dollars  or  Kroner,  the fees shall be
converted  into  Dollars using the Exchange Rate in effect two (2) Business Days
before  the  issuance date thereof, and thereafter five (5) Business Days before
any  fee  with respect thereto shall be due and payable hereunder.  In addition,
the  Borrower  shall  pay  to  the  Issuing  Bank  solely for the Issuing Bank's
account,  in  connection with each Letter of Credit, issuance and administrative
fees  and expenses for Letters of Credit as agreed from time to time between the
Issuing  Bank  and  the  Borrower.

     (d)          Administrative  Agent  Fees.  The  Borrower  shall  pay to the
                  ---------------------------
Administrative  Agent and Co-Lead Arrangers the fees from time to time agreed to
by  the  Borrower,  the  Administrative  Agent,  and  Co-Lead  Arrangers.

     (e)          Payment  of Fees.  All fees payable hereunder shall be paid on
                  ----------------
the  dates  due, in immediately available funds, to the Administrative Agent for
distribution,  in  the  case  of  facility fees, utilization fees, and Letter of
Credit  fees (other than issuance and administrative fees payable to the Issuing
Bank),  to  the  Lenders.

     Section  3.2.     Place  and  Application  of  Payments.
                       -------------------------------------
     (a)          All  payments  of  principal  of  and  interest  on the Loans,
Reimbursement Obligations and all fees and other amounts payable by the Borrower
under  the  Credit Documents shall be made by the Borrower to the Administrative
Agent,  for the benefit of the Lenders entitled to such payments, in immediately
available  funds on the due date thereof (i) in the case of payments in Dollars,
no  later  than  2:00 p.m. at the office of the Administrative Agent in Atlanta,
Georgia,  or  such  other  location as the Administrative Agent may designate in
writing  to  the  Borrower,  and  (ii) in the case of payments in Euros, Pounds,
Australian  Dollars,  Canadian  Dollars,  Singapore Dollars, or Kroner, no later
than  2:00  p.m.  local  time (at the bank where the applicable Foreign Currency
Payment  Account  is  maintained)  to  the  applicable  Foreign Currency Payment
Account.  Any  payments  received  by the Administrative Agent from the Borrower
after  the time specified in the preceding sentence shall be deemed to have been
received  on  the next Business Day.  If the Borrower does not, or is unable for
any  reason  to,  effect  payment  of  a Loan or Reimbursement Obligation to the
Lenders  in  the  applicable  currency  or  if the Borrower shall default in the
payment  when  due  of  any  payment in such currency, the Lenders may, at their
option,  require such payment to be made to the Lenders in the Dollar Equivalent
of  such  currency determined in accordance with Section 10.19.  With respect to
any  amount  due  and


                                       34
<PAGE>
payable  in  Euros,  Pounds,  Australian  Dollars,  Canadian  Dollars, Singapore
Dollars  or  Kroner,  the  Borrower agrees to hold the Lenders harmless from any
losses,  if any, that are incurred by the Lenders arising from any change in the
value  of  Dollars  in  relation  to such currency between the date such payment
became  due  and  the date of payment thereof (other than losses incurred by any
Lender  due  to the gross negligence or willful misconduct of such Lender).  The
Administrative Agent will, on the same day each payment is received or deemed to
have  been received in accordance with this Section 3.2, cause to be distributed
like  funds  in  like  currency to each Lender owed an Obligation for which such
payment  was  received, pro rata based on the respective amounts of such type of
Obligation  then  owing  to  each  Lender.

     (b)          If  any payment received by the Administrative Agent under any
Credit  Document is insufficient to pay in full all amounts then due and payable
to  the  Administrative  Agent  and the Lenders under the Credit Documents, such
payment  shall  be  distributed  by  the Administrative Agent and applied by the
Administrative  Agent and the Lenders in the order set forth in Section 7.7.  In
calculating the amount of Obligations owing each Lender other than for principal
and  interest on Loans and Reimbursement Obligations and fees under Section 3.1,
the  Administrative  Agent  shall  only  be  required  to  include  such  other
Obligations  that  Lenders have certified to the Administrative Agent in writing
are  due  to  such  Lenders.

     Section  3.3.     Withholding  Taxes.
                       ------------------

     (a)          Payments Free of Withholding.  Except as otherwise required by
                  ----------------------------
law  and  subject to Section 3.3(b), each payment by the Borrower to any Lender,
Issuing  Bank  or  Administrative Agent under this Agreement or any other Credit
Document  shall  be made without withholding for or on account of any present or
future  taxes  imposed  by  or  within the jurisdiction in which the Borrower is
incorporated, any jurisdiction from which the Borrower makes any payment, or (in
each  case)  any  political  subdivision or taxing authority thereof or therein,
excluding,  in  the  case  of  each  Lender, Issuing Bank and the Administrative
Agent,  the  following  taxes:

          (i)  taxes  imposed  on,  based  upon,  or  measured by such Lender's,
     Issuing  Bank's  or  the  Administrative Agent's net income or profits, and
     branch  profits,  franchise  and  similar  taxes  imposed  on  it;

          (ii)  taxes imposed on such Lender, Issuing Bank or the Administrative
     Agent  as  a  result  of  a present or former connection between the taxing
     jurisdiction  and such Lender, Issuing Bank or Administrative Agent, or any
     affiliate  thereof,  as  the case may be, other than a connection resulting
     solely  from  the  transactions  contemplated  by  this  Agreement;

          (iii)  taxes  imposed  as  a  result  of  the transfer by such Lender,
     Issuing  Bank  or Administrative Agent of its interest in this Agreement or
     any  other Credit Document or a designation by such Lender, Issuing Bank or
     the  Administrative  Agent (other than pursuant to Section 8.3(c)) of a new
     Lending  Office  (other  than  taxes  imposed  as a result of any change in
     treaty,  law  or  regulation  after such transfer of such Lender's, Issuing
     Bank's  or  the  Administrative  Agent's  interest in this Agreement or any
     other  Credit  Document  or  designation  of  a  new  Lending  Office);


                                       35
<PAGE>
          (iv)  taxes  imposed by the United States of America (or any political
     subdivision  thereof  or tax authority therein) upon a Lender, Issuing Bank
     or  Administrative Agent organized under the laws of a jurisdiction outside
     of  the  United  States, except to the extent that such tax is imposed as a
     result  of  any  change in applicable law, regulation or treaty (other than
     any  addition  of  or  change in any "anti-treaty shopping," "limitation of
     benefits,"  or  similar  provision  applicable  to a treaty) after the date
     hereof,  in  the  case of each Lender, Issuing Bank or Administrative Agent
     originally  a  party  hereto  or,  in the case of any Purchasing Lender (as
     defined  in  Section  10.10) or other Issuing Bank or Administrative Agent,
     after  the  date  on  which  it  becomes  a  Lender,  Issuing  Bank,  or
     Administrative  Agent,  as  the  case  may  be;  or

          (v) taxes which would not have been imposed but for (a) the failure of
     any  Lender, the Issuing Bank, or the Administrative Agent, as the case may
     be,  to provide (I) the applicable forms prescribed by the Internal Revenue
     Service,  as  required  pursuant to Section 3.3(b), or (II) any other form,
     certification,  documentation or proof which is reasonably requested by the
     Borrower,  or  (b)  a  determination  by  a  taxing authority or a court of
     competent  jurisdiction  that a form, certification, documentation or other
     proof  provided by such Lender, Issuing Bank or the Administrative Agent to
     establish  an  exemption  from  such  tax, assessment or other governmental
     charge  is  false;

(all  such  present  or  future taxes, excluding only the taxes described in the
preceding clauses (i) through (v), being hereinafter referred to as "Indemnified
Taxes").  If  any  such  withholding is so required, the Borrower shall make the
withholding,  pay  the amount withheld to the appropriate governmental authority
before  penalties  attach  thereto or interest accrues thereon and forthwith pay
such  additional  amount  as  may  be  necessary  to  ensure that the net amount
actually  received  by each Lender, Issuing Bank and the Administrative Agent is
free  and  clear  of such Indemnified Taxes (including Indemnified Taxes on such
additional  amount) and is equal to the amount that such Lender, Issuing Bank or
the  Administrative  Agent  (as  the  case  may  be)  would  have  received  had
withholding  of  any  Indemnified  Tax  not been made.  If the Borrower pays any
Indemnified  Taxes,  or  any  penalties  or interest in connection therewith, it
shall  deliver  official tax receipts evidencing the payment or certified copies
thereof,  or  other  evidence  of payment if such tax receipts have not yet been
received  by the Borrower (with such tax receipts to be delivered within fifteen
(15)  days  after  being  actually received), to the Lender, Issuing Bank or the
Administrative  Agent on whose account such withholding was made (with a copy to
the  Administrative  Agent  if not the recipient of the original) within fifteen
(15)  days  of  such  payment.  If the Administrative Agent, Issuing Bank or any
Lender  pays  any  Indemnified Taxes, or any penalties or interest in connection
therewith,  the  Borrower shall reimburse the Administrative Agent, Issuing Bank
or  that  Lender for the payment on demand in the currency in which such payment
was  made.  Such  Lender,  Issuing  Bank  or the Administrative Agent shall make
written  demand on the Borrower for reimbursement hereunder no later than ninety
(90)  days  after the earlier of (i) the date on which such Lender, Issuing Bank
or  the  Administrative  Agent makes payment of the Indemnified Taxes, penalties
and  interest, and (ii) the date on which the relevant taxing authority or other
governmental  authority  makes written demand upon such  Lender, Issuing Bank or
the  Administrative  Agent  for  payment of the Indemnified Taxes, penalties and
interest.  Any  such demand shall describe in reasonable detail such Indemnified


                                       36
<PAGE>
Taxes, penalties or interest, including the amount thereof if then known to such
Lender,  Issuing  Bank, or the Administrative Agent, as the case may be.  In the
event  that  such Lender, Issuing Bank or the Administrative Agent fails to give
the  Borrower  timely notice as provided herein, the Borrower shall not have any
obligation  to  pay  such  claim  for  reimbursement.

     (b)          U.S.  Withholding Tax Exemptions.  Upon the written request of
                  --------------------------------
the  Borrower  or  the Administrative Agent, each Lender or Issuing Bank that is
not  a  United  States person (as such term is defined in Section 7701(a)(30) of
the  Code)  shall  submit to the Borrower and the Administrative Agent, promptly
after  such request, two duly completed and signed copies of either Form W-8 BEN
or  any  successor  form  (entitling  such  Lender or Issuing Bank to a complete
exemption  from withholding under the Code on all amounts to be received by such
Lender  or  Issuing  Bank,  including fees, pursuant to the Credit Documents) or
Form  W-8  ECI  or any successor form (relating to all amounts to be received by
such  Lender  or Issuing Bank, including fees, pursuant to the Credit Documents)
of  the United States Internal Revenue Service, and any other form of the United
States  Internal  Revenue  Service  reasonably necessary to accomplish exemption
from  withholding  obligations  or  to  facilitate  the  Administrative  Agent's
performance  under  this Agreement.  Thereafter and from time to time, each such
Lender or Issuing Bank shall submit to the Borrower and the Administrative Agent
such  additional  duly  completed  and  signed  copies  of  such  forms (or such
successor  forms  as  shall  be adopted from time to time by the relevant United
States  taxing  authorities) as may be required under then-current United States
law  or  regulations  to  avoid  United  States withholding taxes on payments in
respect  of all amounts to be received by such Lender or Issuing Bank, including
fees,  pursuant to the Credit Documents.  Upon the request of the Borrower, each
Lender  or  Issuing  Bank  that  is  a  United States person shall submit to the
Borrower  a  certificate  to  the effect that it is such a United States person.

     (c)          Inability of Lender to Submit Forms.  If any Lender or Issuing
                  -----------------------------------
Bank  determines  in  good  faith,  as a result of any change in applicable law,
regulation  or treaty, or in any official application or interpretation thereof,
that (i) it is unable to submit to the Borrower or Administrative Agent any form
or  certificate that such Lender or Issuing Bank is obligated to submit pursuant
to subsection (b) of this Section 3.3, (ii) it is required to withdraw or cancel
any  such  form  or  certificate previously submitted, or (iii) any such form or
certificate  otherwise becomes ineffective or inaccurate, such Lender or Issuing
Bank  shall  promptly notify the Borrower and Administrative Agent of such fact,
and  the Lender or Issuing Bank shall to that extent not be obligated to provide
any  such  form  or  certificate  and will be entitled to withdraw or cancel any
affected  form  or  certificate,  as  applicable.

     (d)          Refund  of  Taxes.  If  any  Lender,  Issuing  Bank  or  the
                  -----------------
Administrative  Agent  becomes  aware  that  it  has  received  a  refund of any
Indemnified Tax or any tax referred to in Section 10.3 with respect to which the
Borrower  has paid any amount pursuant to this Section 3.3 or Section 10.3, such
Lender,  Issuing  Bank  or the Administrative Agent shall pay the amount of such
refund  (including  any  interest received with respect thereto) to the Borrower
within  fifteen (15) days after receipt thereof.  A Lender, Issuing Bank, or the
Administrative  Agent  shall  provide,  at  the  sole  cost  and  expense of the
Borrower,  such  assistance  as  the Borrower may reasonably request in order to
obtain  such  a refund; provided, however, that neither the Administrative Agent
nor  any  Lender  or  Issuing  Bank  shall  in any event be required to disclose


                                       37
<PAGE>
any  information to the Borrower with respect to the overall tax position of the
Administrative  Agent,  Issuing  Bank,  or  such  Lender.


ARTICLE  4.     CONDITIONS  PRECEDENT.

     Section  4.1.     Initial  Borrowing.  The  obligation  of  each  Lender to
                       ------------------
advance  the  initial  Loans  hereunder,  and  of  the Issuing Bank to issue the
initial Letter of Credit hereunder, on or after the Initial Availability Date is
subject  to  satisfaction  of  the  following  conditions  precedent:

     (a)          The  Administrative  Agent  shall  have received duly executed
counterparts  of  this  Agreement  (including  by  facsimile or other electronic
means)  and  the  following all in form and substance reasonably satisfactory to
the  Administrative  Agent  and Bank of America, N.A., as a Co-Syndication Agent
and  in  sufficient  number of signed counterparts, where applicable, to provide
one  for  each  Lender:

          (i)     Certificates of Officers.  Certificates of the Secretary or an
                  ------------------------
Assistant  Secretary  of  the  Borrower  containing  specimen  signatures of the
persons  authorized  to execute Credit Documents on the Borrower's behalf or any
other  documents  provided  for  herein  or therein, together with (x) copies of
resolutions  of the Board of Directors or other appropriate body of the Borrower
authorizing  the  execution  and delivery of the Credit Documents, (y) copies of
the  Borrower's  memorandum of association and articles of association and other
publicly  filed organizational documents in its jurisdiction of organization and
bylaws  and  other  governing  documents,  if  any,  and  (z)  a  certificate of
incorporation  and  good  standing  from the appropriate governing agency of the
Borrower's  jurisdiction  of  organization;




          (ii)     Regulatory  Filings  and  Approvals.  Copies of all necessary
                   -----------------------------------
governmental and third party approvals, registrations, and filings in respect of
the  transactions  contemplated  by  this  Agreement;

          (iii)     Insurance  Certificate.  An  insurance certificate dated not
                    ----------------------
more than ten (10) Business Days prior to the Initial Availability Date from the
Borrower  describing  in  reasonable  detail  the  insurance  maintained  by the
Borrower  and  its  Subsidiaries  as  required  by  this  Agreement;

          (iv)     Opinions  of  Counsel.  The  opinions of (x) Baker Botts LLP,
                   ---------------------
counsel  for  the  Borrower,  in the form of Exhibit 4.1A, (y) William Turcotte,
                                             ------------
Associate  General Counsel of the Borrower, in the form of Exhibit 4.1B, and (z)
                                                           ------------
Walkers,  Cayman  Islands counsel for the Borrower, in the form of Exhibit 4.1C;
                                                                   ------------

          (v)     Closing  Certificate.  Certificate  of the President or a Vice
                  --------------------
President  of the Borrower as to the satisfaction of all conditions set forth in
this  Section  4.1;  and

          (vi)     Existing  Facilities.  Evidence  that  all commitments of the
                   --------------------
lenders under the Existing Facilities are being terminated, and all amounts then
outstanding  under  the


                                       38
<PAGE>
Existing  Facilities  are  being paid in full, simultaneously on or prior to the
Initial  Availability  Date.

     (b)          Each of the representations and warranties of the Borrower and
its  Subsidiaries  set  forth  herein and in the other Credit Documents shall be
true  and  correct  in  all  material respects as of the time of such Borrowing,
except  to the extent that any such representation or warranty relates solely to
an  earlier  date,  in  which  case  it  shall have been true and correct in all
material  respects  as  of  such  earlier  date;

     (c)          No  Default  or  Event  of  Default shall have occurred and be
continuing;  and

     (d)          Payment  of  all  fees  and  all expenses incurred through the
Effective  Date then due and owing to the Administrative Agent, the Lenders, and
the  Co-Lead  Arrangers  pursuant  to  this Agreement and as otherwise agreed in
writing  by  the  Borrower.

     Section 4.2.     All Borrowings.  The obligation of each Lender to make any
                      --------------
advance  of  any  Loan,  and  of  the Issuing Bank to issue any Letter of Credit
hereunder  (including  any  increase  in  the  amount  of,  or  extension of the
expiration  date  of,  any  Letter  of Credit) is subject to satisfaction of the
following  conditions  precedent  (but  subject to Sections 2.3(c) and 2.12(b)):

     (a)          Notices.  The  Administrative Agent shall have received (i) in
                  -------
the  case  of  any Loan, the Borrowing Request required by the first sentence of
Section 2.3(a), and (ii) in the case of the issuance, extension or increase of a
Letter  of  Credit,  the  Issuing  Bank  and the Administrative Agent shall have
received  a  duly  completed Issuance Request and Application for such Letter of
Credit,  as  the  case  may  be,  meeting  the  requirements of Section 2.12(b);

     (b)          Warranties  True  and  Correct.  In  the  case of any advance,
                  ------------------------------
Borrowing,  or  issuance  or increase of any Letter of Credit that increases the
aggregate amount of Loans and L/C Obligations outstanding after giving effect to
such  advance, Borrowing or issuance or increase, or extension of the expiration
date  of  a  Letter of Credit, each of the representations and warranties of the
Borrower  and  its Subsidiaries set forth herein (other than the representations
and  warranties  set  forth  in  Sections  5.4 and 5.10) and in the other Credit
Documents  (other  than  those that relate to the representations and warranties
set  forth  in  Sections 5.4 and 5.10) shall be true and correct in all material
respects  as  of the time of such advance, Borrowing, or issuance or increase of
any Letter of Credit, except as a result of the transactions expressly permitted
hereunder or thereunder and except to the extent that any such representation or
warranty  relates  solely  to  an earlier date, in which case it shall have been
true  and  correct  in  all  material  respects  as  of  such  earlier  date;

     (c)          No  Default.  No  Default  or  Event  of  Default  shall  have
                  -----------
occurred  and be continuing or would occur as a result of any such Borrowing; or

     (d)          Regulations U and X.  The Borrowing to be made by the Borrower
                  -------------------
shall  not  result  in  the  Borrower  or  any  Lender  or Issuing Bank being in
non-compliance  with  or  in  violation  of  Regulation  U  or X of the Board of
Governors  of  the  Federal  Reserve  System.


                                       39
<PAGE>
Each acceptance by the Borrower of an advance of any Loan or of the issuance of,
increase  in  the amount of, or extension of the expiration date of, a Letter of
Credit  shall  be  deemed to be a representation and warranty by the Borrower on
the date of such acceptance, that all conditions precedent to such Borrowing set
forth  in  this  Section  4.2  and  in  Section  4.1 with respect to the initial
Borrowings  hereunder  have  (except to the extent waived in accordance with the
terms  hereof)  been  satisfied  or  fulfilled  unless the Borrower gives to the
Administrative  Agent  and  the Lenders written notice to the contrary, in which
case  none  of  the Lenders shall be required to fund or convert such Loans, and
the  Issuing  Bank  shall  not  be  required to issue, increase the amount of or
extend the expiration date of such Letter of Credit, unless the Required Lenders
shall  have  previously  waived  in  writing  such  non-compliance.

ARTICLE  5.     REPRESENTATIONS  AND  WARRANTIES.

     The  Borrower  represents  and  warrants  to  each Lender, Issuing Bank and
Administrative  Agent  as  follows:

     Section  5.1.     Corporate  Organization.  The  Borrower  and  each of its
                       -----------------------
material Subsidiaries: (i) is duly organized and existing in good standing under
the  laws  of  the  jurisdiction  of  its  organization;  (ii) has all necessary
organizational power and authority to own the property and assets it uses in its
business  and  otherwise  to  carry  on  its present business; and (iii) is duly
licensed  or  qualified  and  in good standing in each jurisdiction in which the
nature  of  the business transacted by it or the nature of the property owned or
leased  by  it makes such licensing or qualification necessary, except where the
failure  to  be  so licensed or qualified or to be in good standing, as the case
may  be,  would  not  have  a  Material  Adverse  Effect.

     Section  5.2.     Power  and  Authority;  Validity.  The  Borrower  has the
                       --------------------------------
organizational  power  and authority to execute, deliver and carry out the terms
and  provisions of the Credit Documents to which it is a party and has taken all
necessary company action to authorize the execution, delivery and performance of
such Credit Documents.  The Borrower has duly executed and delivered each Credit
Document  and each such Credit Document constitutes the legal, valid and binding
obligation  of the Borrower enforceable against it in accordance with its terms,
subject  as  to  enforcement  only  to  bankruptcy,  insolvency, reorganization,
moratorium  or other similar laws affecting the enforcement of creditors' rights
generally  and  equitable  principles.

     Section  5.3.     No  Violation.  Neither  the  execution,  delivery  or
                       -------------
performance  by  the Borrower of the Credit Documents to which it is a party nor
compliance  by it with the terms and provisions thereof, nor the consummation by
it  of  the  transactions contemplated herein or therein, will (i) contravene in
any  material  respect  any  applicable  provision  of any law, statute, rule or
regulation,  or any applicable order, writ, injunction or decree of any court or
governmental  instrumentality, (ii) conflict with or result in any breach of any
term,  covenant, condition or other provision of, or constitute a default under,
or  result  in  the  creation  or  imposition of (or the obligation to create or
impose)  any  Lien  other  than  any  Permitted Lien upon any of the property or
assets  of  the  Borrower  or  any  of  its Subsidiaries under, the terms of any
material contractual obligation to which the Borrower or any of its Subsidiaries
is a party or by which they or any of their properties or assets are bound or to
which  they  may  be  subject,  or  (iii)


                                       40
<PAGE>
violate  or  conflict  with  any  provision of the memorandum of association and
articles  of  association,  charter,  articles  or certificate of incorporation,
partnership or limited liability company agreement, by-laws, or other applicable
governance  documents  of  the  Borrower  or  any  of  its  Subsidiaries.

     Section  5.4.     Litigation.  There  are no actions, suits, proceedings or
                       ----------
counterclaims  (including, without limitation, derivative or injunctive actions)
pending or, to the knowledge of the Borrower, threatened against the Borrower or
any  of  its  Subsidiaries that are reasonably likely to have a Material Adverse
Effect.

     Section  5.5.     Use  of  Proceeds;  Margin  Regulations.
                       ---------------------------------------
     (a)          Use of Proceeds.  The proceeds of the Loans and the Letters of
                  ---------------
Credit  shall only be used to refinance the Existing Facilities and the Existing
Synthetic  Leases,  for  permitted investments and acquisitions, and for capital
expenditures  and  other  general  corporate  purposes  of  the Borrower and its
Subsidiaries.

     (b)          Margin  Stock.  Neither  the  Borrower  nor  any  of  its
                  -------------
Subsidiaries  is  engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock.  No proceeds of the Loans or the Letters of
Credit  will  be  used for a purpose which violates Regulations T, U or X of the
Board  of  Governors  of  the  Federal Reserve System.  After application of the
proceeds  of  the  Loans,  the  issuance  of  the  Letters  of  Credit,  and any
acquisitions  permitted  hereunder,  less  than 25% of the assets of each of the
Borrower  and  its  Subsidiaries  consists  of  "margin  stock"  (as  defined in
Regulation  U  of  the  Board  of  Governors  of  the  Federal  Reserve System).

     Section  5.6.     Investment  Company Act.  Neither the Borrower 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  5.7.     Public Utility Holding Company Act.  Neither the Borrower
                       ----------------------------------
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," within the meaning of the Public
Utility  Holding  Company  Act  of  1935,  as  amended.

     Section  5.8.     True  and  Complete  Disclosure.  All factual information
                       -------------------------------
(taken  as  a  whole)  furnished  by  the Borrower or any of its Subsidiaries in
writing  to the Administrative Agent or any Lender in connection with any Credit
Document  or  the  Confidential  Information  Memorandum  or  any  transaction
contemplated therein did not, as of the date such information was furnished (or,
if  such  information  expressly related to a specific date, as of such specific
date),  contain  any  untrue  statement  of  a  material fact or omit to state a
material  fact  necessary  to make the statements therein (taken as a whole), in
light  of  the  circumstances  under  which  such information was furnished, not
misleading, except for such statements, if any, as have been updated, corrected,
supplemented,  superseded  or  modified  pursuant  to  a  written  correction or
supplement  furnished  to  the  Lenders  prior  to  the  date of this Agreement.


                                       41
<PAGE>
     Section  5.9.  Financial  Statements.  The  financial statements heretofore
                    ---------------------
delivered  to  the  Lenders  for  the Borrower's fiscal year ending December 31,
2002,  and  for  the  Borrower's  fiscal  quarter and year-to-date period ending
September  30,  2003,  have  been  prepared in accordance with GAAP applied on a
basis  consistent,  except  as otherwise noted therein, in accordance with GAAP,
with  the  Borrower's  financial  statements  for the previous fiscal year. Such
annual  and  quarterly  financial  statements  fairly  present  in  all material
respects  on  a  consolidated basis the financial position of the Borrower as of
the  dates  thereof,  and  the  results of operations for the periods indicated,
subject  in  the  case of interim financial statements, to normal year-end audit
adjustments  and  omission of certain footnotes (as permitted by the SEC). As of
the  Effective  Date,  the Borrower and its Subsidiaries, considered as a whole,
had  no  material contingent liabilities or material Indebtedness required under
GAAP  to  be disclosed in a consolidated balance sheet of the Borrower that were
not  included  in  the  financial  statements referred to in this Section 5.9 or
disclosed in the notes thereto or in writing to the Administrative Agent (with a
written request to the Administrative Agent to distribute such disclosure to the
Lenders).

     Section  5.10.     No Material Adverse Change.  There has occurred no event
                        --------------------------
or  effect  that  has  had  or  could  reasonably be expected to have a Material
Adverse  Effect.

     Section  5.11.     Taxes.  The Borrower and its Subsidiaries have filed all
                        -----
United  States  federal  income  tax returns, and all other material tax returns
required  to  be  filed,  whether  in  the  United  States  or  in  any  foreign
jurisdiction,  and  have  paid all governmental taxes, rates, assessments, fees,
charges  and  levies (collectively, "Taxes") shown to be due and payable on such
returns  or on any assessments made against Borrower and its Subsidiaries or any
of  their  properties  (other than any such assessments, fees, charges or levies
that  are  not  more  than ninety (90) days past due, or which can thereafter be
paid  without penalty, or which are being contested in good faith by appropriate
proceedings  and  for which reserves have been provided in conformity with GAAP,
or  which the failure to pay could not reasonably be expected to have a Material
Adverse  Effect).

     Section 5.12.     Consents.  On the Initial Availability Date, all consents
                       --------
and  approvals of, and filings and registrations with, and all other actions of,
all  governmental  agencies,  authorities  or instrumentalities required to have
been  obtained  or made by the Borrower in order to obtain the Loans and Letters
of Credit hereunder have been or will have been obtained or made and are or will
be  in  full  force  and  effect.

     Section  5.13.     Insurance.  The  Borrower  and its material Subsidiaries
                        ---------
currently  maintain  in  effect, with responsible insurance companies, insurance
against  any  loss  or  damage to all insurable property and assets owned by it,
which  insurance  is  of  a character and in or in excess of such amounts as are
customarily  maintained  by  companies  similarly  situated  and  operating like
property  or  assets  (subject  to self-insured retentions and deductibles), and
insurance  with  respect  to  employers'  and public and product liability risks
(subject  to  self-insured  retentions  and  deductibles).

     Section 5.14.     Intellectual Property.  The Borrower and its Subsidiaries
                       ---------------------
own  or hold valid licenses to use all the patents, trademarks, permits, service
marks,  and  trade  names that are necessary to the operation of the business of
the  Borrower  and  its  Subsidiaries  as  presently


                                       42
<PAGE>
conducted,  except where the failure to own, or hold valid licenses to use, such
patents,  trademarks,  permits,  service  marks,  and  trade  names  could  not
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     Section 5.15.     Ownership of Property.  The Borrower and its Subsidiaries
                       ---------------------
have  good  title to or a valid leasehold interest in all of their real property
and  good  title  to,  or  a  valid  leasehold  interest  in, all of their other
property,  subject  to no Liens except Permitted Liens, except where the failure
to  have  such title or leasehold interest in such property could not reasonably
be  expected  to  have  a  Material  Adverse  Effect.

     Section 5.16.     Existing Indebtedness.  Schedule 5.16 contains a complete
                       ---------------------   -------------
and accurate list of all Indebtedness outstanding as of the Effective Date, with
respect to the Borrower and its Subsidiaries, in each case in a principal amount
of  $20,000,000  or  more (other than the Obligations hereunder and Indebtedness
permitted  by  Section 6.11(b) through (k)) and permitted by Section 6.11(a), in
each  case  showing  the  aggregate  principal  amount  thereof, the name of the
respective borrower and any other entity which directly or indirectly guaranteed
such  Indebtedness,  and  the  scheduled  payments  of  such  Indebtedness.

     Section  5.17.     Existing  Liens.  Schedule  5.17 contains a complete and
                        ---------------   --------------
accurate list of all Liens outstanding as of the Effective Date, with respect to
the  Borrower  and  its Subsidiaries where the Indebtedness or other obligations
secured by such Lien is in a principal amount of $20,000,000 or more (other than
the  Liens  permitted  by Section 6.10(b) through (r)), and permitted by Section
6.10(a), in each case showing the name of the Person whose assets are subject to
such  Lien,  the aggregate principal amount of the Indebtedness secured thereby,
and  a description of the Agreements or other instruments creating, granting, or
otherwise  giving  rise  to  such  Lien.

ARTICLE  6.     COVENANTS.

     The  Borrower  covenants  and  agrees  that,  so  long  as  any Loan, Note,
Commitment,  or L/C Obligation is outstanding hereunder, or any other Obligation
is  due  and  payable  hereunder:

     Section  6.1.     Corporate  Existence.  Each  of  the  Borrower  and  its
                       --------------------
material  Subsidiaries  will preserve and maintain its organizational existence,
except  (i)  for  the  dissolution of any material Subsidiaries whose assets are
transferred  to  the Borrower or any of its Subsidiaries, (ii) where the failure
to  preserve,  renew  or  keep  in  full  force  and effect the existence of any
Subsidiary  could  not reasonably be expected to have a Material Adverse Effect,
or  (iii)  as  otherwise  expressly  permitted  in  this  Agreement.

     Section  6.2.     Maintenance.  Each  of  the  Borrower  and  its  material
                       -----------
Subsidiaries  will  maintain,  preserve  and  keep  its properties and equipment
necessary  to  the  proper  conduct  of  its business in reasonably good repair,
working  order  and condition (normal wear and tear excepted) and will from time
to time make all reasonably necessary repairs, renewals, replacements, additions
and  betterments  thereto so that at all times such properties and equipment are
reasonably  preserved and maintained, in each case with such exceptions as could
not, individually or in the aggregate, be reasonably expected to have a Material
Adverse  Effect;


                                       43
<PAGE>
provided,  however,  that nothing in this Section 6.2 shall prevent the Borrower
or  any  material  Subsidiary from discontinuing the operation or maintenance of
any  such  properties or equipment if such discontinuance is, in the judgment of
the Borrower or any material Subsidiary, as applicable, desirable in the conduct
of  its  business.

     Section  6.3.     Taxes.  Each  of  the  Borrower and its Subsidiaries will
                       -----
duly  pay  and  discharge  all Taxes upon or against it or its properties within
ninety  (90)  days  after  becoming due or, if later, prior to the date on which
penalties  are  imposed for such unpaid Taxes, unless and to the extent that (i)
the  same  is  being  contested in good faith and by appropriate proceedings and
reserves  have  been established in conformity with GAAP, or (ii) the failure to
effect  such  payment  or  discharge  could not reasonably be expected to have a
Material  Adverse  Effect.

     Section  6.4.     ERISA.  Each  of  the  Borrower and its Subsidiaries will
                       -----
timely  pay and discharge all obligations and liabilities arising under ERISA or
otherwise  with  respect  to  each  Plan  of  a  character  which  if  unpaid or
unperformed  might  result  in  the  imposition  of  a material Lien against any
properties  or  assets  of  the  Borrower  or  any  material Subsidiary and will
promptly  notify  the  Administrative  Agent  upon  an  officer  of the Borrower
becoming  aware  thereof,  of  (i)  the  occurrence  of any reportable event (as
defined  in  ERISA)  relating  to  a  Plan (other than a multi-employer plan, as
defined  in ERISA), so long as the event thereunder could reasonably be expected
to  have  a  Material  Adverse Effect, other than any such event with respect to
which  the PBGC has waived notice by regulation; (ii) receipt of any notice from
PBGC  of  its  intention  to  seek  termination  of any Plan or appointment of a
trustee  therefor;  (iii)  Borrower's  or  any of its Subsidiaries' intention to
terminate  or  withdraw  from  any  Plan if such termination or withdrawal would
result  in  liability  under  Title  IV  of  ERISA,  unless  such termination or
withdrawal  could  not reasonably be expected to have a Material Adverse Effect;
and  (iv)  the  receipt  by  the  Borrower  or its Subsidiaries of notice of the
occurrence  of  any  event  that  could  reasonably be expected to result in the
incurrence  of  any  liability (other than for benefits), fine or penalty to the
Borrower and/or to the Borrower's Subsidiaries, or any plan amendment that could
reasonably  be expected to increase the contingent liability of the Borrower and
its  Subsidiaries,  taken  as  a  whole,  in  either case in connection with any
post-retirement  benefit  under  a  welfare plan (subject to ERISA), unless such
event  or  amendment could not reasonably be expected to have a Material Adverse
Effect.  The  Borrower will also promptly notify the Administrative Agent of (i)
any  material  contributions  to any Foreign Plan that have not been made by the
required  due  date  for  such  contribution if such default could reasonably be
expected  to  have  a Material Adverse Effect; (ii) any Foreign Plan that is not
funded  to  the extent required by the law of the jurisdiction whose law governs
such Foreign Plan based on the actuarial assumptions reasonably used at any time
if  such  underfunding  (together  with  any  penalties  likely to result) could
reasonably be expected to have a Material Adverse Effect, and (iii) any material
change anticipated to any Foreign Plan that could reasonably be expected to have
a  Material  Adverse  Effect.

     Section  6.5.     Insurance.  Each  of  the  Borrower  and  its  material
                       ---------
Subsidiaries will maintain or cause to be maintained, with responsible insurance
companies,  insurance  against  any loss or damage to all insurable property and
assets  owned  by it, such insurance to be of a character and in or in excess of
such  amounts  as are customarily maintained by companies similarly situated and
operating  like  property  or  assets  (subject  to  self-insured retentions and


                                       44
<PAGE>
deductibles)  and  will  (subject  to  self-insured  retentions and deductibles)
maintain  or  cause  to  be  maintained insurance with respect to employers' and
public  and  product  liability  risks.

     Section  6.6.     Financial  Reports  and  Other  Information.
                       -------------------------------------------

     (a)          Periodic  Financial  Statements  and  Other  Documents.  The
                  ------------------------------------------------------
Borrower,  its Subsidiaries and any SPVs will maintain a system of accounting in
such  manner  as  will  enable preparation of financial statements in accordance
with  GAAP  and  will  furnish  to  the  Lenders and their respective authorized
representatives  such  information about the business and financial condition of
the  Borrower,  its  Subsidiaries  and  any  SPVs  as  any Lender may reasonably
request;  and,  without  any  request, will furnish to the Administrative Agent:

          (i)  within  sixty  (60) days after the end of each of the first three
     (3)  fiscal  quarters of each fiscal year of the Borrower, the consolidated
     balance  sheet  of  the Borrower and its Subsidiaries as at the end of such
     fiscal  quarter  and  the  related  consolidated  statements  of income and
     retained  earnings  and  of  cash flows for such fiscal quarter and for the
     portion  of the fiscal year ended with the last day of such fiscal quarter,
     all  of  which  shall be in reasonable detail or in the form filed with the
     SEC, and certified by the chief financial officer of the Borrower that they
     fairly present the financial condition of the Borrower and its Subsidiaries
     as  of  the dates indicated and the results of their operations and changes
     in  their  cash  flows  for  the  periods indicated and that they have been
     prepared  in accordance with GAAP, in each case, subject to normal year-end
     audit adjustments and the omission of any footnotes as permitted by the SEC
     (publicly  filing  the  Borrower's Form 10-Q with the SEC in any event will
     satisfy  the  requirements of this subsection subject to Section 6.6(b) and
     shall  be  deemed  furnished and delivered on the date such information has
     been  posted  on  the  SEC  website  accessible  through
     http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage
     of  the  SEC  thereto));

          (ii) within one hundred twenty (120) days after the end of each fiscal
     year  of  the  Borrower, the consolidated balance sheet of the Borrower and
     its  Subsidiaries  as  at  the  end  of  such  fiscal  year and the related
     consolidated  statements  of income and retained earnings and of cash flows
     for  such fiscal year and setting forth consolidated comparative figures as
     of  the end of and for the preceding fiscal year, audited by an independent
     nationally-recognized  accounting  firm  and in the form filed with the SEC
     (publicly  filing  the  Borrower's Form 10-K with the SEC in any event will
     satisfy  the  requirements of this subsection subject to Section 6.6(b) and
     shall  be  deemed  furnished and delivered on the date such information has
     been  posted  on  the  SEC  website  accessible  through
     http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage
     of  the  SEC  thereto));

          (iii)  commencing  with  fiscal  year  2004,  to  the  extent actually
     prepared and approved by the Borrower's board of directors, a projection of
     Borrower's  consolidated  balance  sheet  and consolidated income, retained
     earnings  and cash flows for its current fiscal year showing such projected
     budget for each fiscal quarter of the Borrower ending during such year; and


                                       45
<PAGE>
          (iv)  within ten (10) days after the sending or filing thereof, copies
     of  all  financial  statements,  projections,  documents  and  other
     communications  that  the  Borrower  sends to its stockholders generally or
     publicly  files  with the SEC or any similar governmental authority (and is
     publicly  available); provided that publicly filing such documents with the
     SEC  in  any event will satisfy the requirements of this subsection subject
     to  Section  6.6(b) and shall be deemed furnished and delivered on the date
     such  information  has  been  posted  on the SEC website accessible through
     http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage
     of  the  SEC  thereto.

The  Administrative  Agent  will forward promptly to the Lenders the information
provided  by  the  Borrower  pursuant  to  (i)  through  (iv)  above.

     (b)          Compliance  Certificates.  Within  the  sixty  (60) day or one
                  ------------------------
hundred  twenty  (120) day time periods set forth in subsections (i) and (ii) of
Section  6.6(a)  for furnishing financial statements, the Borrower shall deliver
(i)  additional  information setting forth calculations excluding the effects of
any  SPVs  and containing such calculations for any SPVs as reasonably requested
by  the  Administrative  Agent, and (ii) (x) a written certificate signed by the
Borrower's chief financial officer (or other financial officer of the Borrower),
in  his  or  her  capacity  as  such,  to the effect that no Default or Event of
Default then exists or, if any such Default or Event of Default exists as of the
date  of  such certificate, setting forth a description of such Default or Event
of  Default  and  specifying the action, if any, taken by the Borrower to remedy
the  same,  and  (y) a Compliance Certificate in the form of Exhibit 6.6 showing
                                                             -----------
the  Borrower's  compliance  with  certain  of  the  covenants set forth herein.

     (c)          Reserved.
                  ---------

     (d)          Notice  of  Events  Relating to Environmental Laws and Claims.
                  -------------------------------------------------------------
Promptly  after  any  officer  of  the  Borrower obtains knowledge of any of the
following,  the  Borrower  will  provide  the  Administrative Agent with written
notice in reasonable detail of any of the following that, individually or in the
aggregate,  could  reasonably  be  expected  to  have a Material Adverse Effect:

          (i)  any  pending  or  threatened  Environmental  Claim  against  the
     Borrower,  any  of  its  Subsidiaries  or  any SPV or any property owned or
     operated  by  the  Borrower,  any  of  its  Subsidiaries  or  any  SPV;

          (ii)  any condition or occurrence on any property owned or operated by
     the  Borrower,  any  of  its  Subsidiaries  or  any  SPV  that  results  in
     noncompliance  by the Borrower, any of its Subsidiaries or any SPV with any
     Environmental  Law;  and

          (iii)  the  taking  of any material remedial action in response to the
     actual  or alleged presence of any Hazardous Material on any property owned
     or  operated by the Borrower, any of its Subsidiaries or any SPV other than
     in  the  ordinary  course  of  business.


                                       46
<PAGE>
     (e)          Notices  of  Default,  Litigation,  Etc.  The  Borrower  will
                  ---------------------------------------
promptly,  and  in  any event within five (5) Business Days, after an officer of
the  Borrower  has  knowledge thereof, give written notice to the Administrative
Agent  of  (who  will  in  turn  provide  notice  to  the  Lenders of):  (i) the
occurrence  of  any  Default  or  Event  of  Default;  (ii)  any  litigation  or
governmental  proceeding  of  the  type  described  in  Section  5.4;  (iii) any
circumstance  that  has  had  or could reasonably be expected to have a Material
Adverse  Effect; (iv) the occurrence of any event which has resulted in a breach
of,  or  is reasonably expected to result in a breach of, Sections 6.16 or 6.17;
and  (v) any notice received by it, any Subsidiary or any SPV from the holder(s)
of  Indebtedness  of the Borrower, any Subsidiary or any SPV in an amount which,
in  the  aggregate,  exceeds $50,000,000, where such notice states or claims the
existence  or occurrence of any default or event of default with respect to such
Indebtedness  under  the  terms  of  any  indenture,  loan  or credit agreement,
debenture,  note,  or  other document evidencing or governing such Indebtedness.

     Section 6.7.     Lender Inspection Rights.  Upon reasonable notice from the
                      ------------------------
Administrative  Agent or any Lender, the Borrower will permit the Administrative
Agent or any Lender (and such Persons as the Administrative Agent or such Lender
may  reasonably  designate)  during  normal business hours at such entity's sole
expense  unless  a  Default  or  Event  of  Default  shall  have occurred and be
continuing,  in  which event at the Borrower's expense, to visit and inspect any
of  the properties of the Borrower or any of its Subsidiaries, to examine all of
their  books  and records, to make copies and extracts therefrom, and to discuss
their  respective  affairs, finances and accounts with their respective officers
and  independent  public  accountants  (and  by  this  provision  the  Borrower
authorizes  such  accountants  to  discuss with the Administrative Agent and any
Lender  (and  such  Persons  as  the  Administrative  Agent  or  such Lender may
reasonably designate) the affairs, finances and accounts of the Borrower and its
Subsidiaries), all as often, and to such extent, as may be reasonably requested.
The  chief financial officer of the Borrower and/or his or her designee shall be
afforded  the  opportunity  to  be  present at any meeting of the Administrative
Agent  or  the Lenders and such accountants.  The Administrative Agent agrees to
use  reasonable  efforts  to  minimize, to the extent practicable, the number of
separate  requests  from the Lenders to exercise their rights under this Section
6.7  and/or  Section  6.6  and to coordinate the exercise by the Lenders of such
rights.

     Section  6.8.     Conduct  of  Business.  The Borrower and its Subsidiaries
                       ---------------------
will  at  all  times  remain  primarily  engaged  in  (i)  the contract drilling
business,  (ii)  the  provision  of services to the energy industry, (iii) other
existing businesses described in the Borrower's current SEC reports, or (iv) any
related  businesses  (each  a  "Permitted  Business").

     Section  6.9.     Restrictions  on Fundamental Changes.  The Borrower shall
                       ------------------------------------
not  merge  or  consolidate  with  any  other  Person,  or  cause  or permit any
dissolution  of  the Borrower or liquidation of its assets, or sell, transfer or
otherwise  dispose  of all or substantially all of the Borrower's assets, except
that:

     (a)          The  Borrower  may  merge into, or consolidate with, any other
Person if upon the consummation of any such merger or consolidation the Borrower
is  the  surviving  corporation  to  any  such  merger  or  consolidation;  and


                                       47
<PAGE>
     (b)          The  Borrower may sell or transfer all or substantially all of
its assets (including stock in its Subsidiaries) to any Person if such Person is
a  Subsidiary  of the Borrower (or a Person who will contemporaneously therewith
become  a  Subsidiary  of  the  Borrower);

provided  in  the case of any transaction described in the preceding clauses (a)
and  (b),  no  Default  or Event of Default shall exist immediately prior to, or
after  giving  effect  to,  such  transaction.

     Section  6.10.     Liens.  The  Borrower  and  its  Subsidiaries  shall not
                        -----
create, incur, assume or suffer to exist any Lien of any kind on any property or
asset  of  any  kind  of  the  Borrower  or any Subsidiary, except the following
(collectively,  the  "Permitted  Liens"):

     (a)          Liens  existing  on  the  date  hereof (each such Lien, to the
extent  it  secures  Indebtedness or other obligations in an aggregate amount of
$20,000,000  or  more,  being  described  on  Schedule  5.17  attached  hereto);
                                              --------------

     (b)          Liens  arising in the ordinary course of business by operation
of  law,  deposits,  pledges  or  other  Liens  in  connection  with  workers'
compensation,  unemployment  insurance,  old  age  benefits,  social  security
obligations,  taxes,  assessments,  public  or  statutory  obligations  or other
similar  charges, good faith deposits, pledges or other Liens in connection with
(or  to  obtain  letters  of  credit  in  connection  with)  bids,  performance,
return-of-money  or  payment bonds, contracts or leases to which the Borrower or
its  Subsidiaries  are  parties  or  other  deposits  required to be made in the
ordinary  course  of business; provided that in each case the obligation secured
is not for Indebtedness for borrowed money and is not overdue or, if overdue, is
being  contested  in  good  faith  by  appropriate  proceedings  and reserves in
conformity  with  GAAP  have  been  provided  therefor;

     (c)          mechanics',  workmen's,  materialmen's, landlords', carriers',
maritime  or  other similar Liens arising in the ordinary course of business (or
deposits to obtain the release of such Liens) related to obligations not overdue
for  more  than  thirty  (30)  days if such Liens arise with respect to domestic
assets  and  for  more than ninety (90) days if such Liens arise with respect to
foreign  assets,  or,  if  so overdue, that are being contested in good faith by
appropriate  proceedings and reserves in conformity with GAAP have been provided
therefor,  or if such Liens otherwise could not reasonably be expected to have a
Material  Adverse  Effect;

     (d)          Liens  for  Taxes  not  more than ninety (90) days past due or
which  can  thereafter  be  paid without penalty or which are being contested in
good  faith by appropriate proceedings and reserves in conformity with GAAP have
been  provided  therefor,  or  if  such  Liens otherwise could not reasonably be
expected  to  have  a  Material  Adverse  Effect;

     (e)          Liens  imposed by ERISA (or comparable foreign laws) which are
being  contested  in  good  faith  by  appropriate  proceedings  and reserves in
conformity  with  GAAP  have  been provided therefor, or if such Liens otherwise
could  not  reasonably  be  expected  to  have  a  Material  Adverse  Effect;


                                       48
<PAGE>
     (f) Liens arising out of judgments or awards against the Borrower or any of
its  Subsidiaries,  or  in connection with surety or appeal bonds or the like in
connection with bonding such judgments or awards, the time for appeal from which
or  petition  for  rehearing  of  which  shall not have expired or for which the
Borrower  or  such  Subsidiary  shall be prosecuting on appeal or proceeding for
review,  and  for  which  it  shall  have obtained (within thirty (30) days with
respect  to  a  judgment  or award rendered in the United States or within sixty
(60) days with respect to a judgment or award rendered in a foreign jurisdiction
after  entry  of such judgment or award or expiration of any previous such stay,
as applicable) a stay of execution or the like pending such appeal or proceeding
for  review;  provided,  that  the aggregate amount of uninsured or underinsured
liabilities  (net  of customary deductibles, and including interest, costs, fees
and  penalties,  if  any)  of  the Borrower and its Subsidiaries secured by such
Liens  shall  not  exceed  $100,000,000  at  any  one  time  outstanding;

     (g)          Liens  on  fixed  or  capital  assets  acquired,  constructed,
improved,  altered  or  repaired  by  the Borrower or any Subsidiary and related
contracts,  intangibles  and other assets that are incidental thereto (including
accessions  thereto  and  replacements  thereof)  or  otherwise arise therefrom;
provided  that  (i)  such  Liens secure Indebtedness otherwise permitted by this
Agreement,  (ii)  such  Liens  and the Indebtedness secured thereby are incurred
prior  to  or  within  365  days  after  such  acquisition  or  the later of the
completion  of  such construction, improvement, alteration or repair or the date
of  commercial  operation  of  the  assets  constructed,  improved,  altered  or
repaired,  (iii)  the  Indebtedness  secured thereby does not exceed the cost of
acquiring,  constructing, improving, altering or repairing such fixed or capital
assets,  as  the  case  may  be, and (iv) such Lien shall not apply to any other
property  or  assets  of  the  Borrower  or  any  Subsidiary;

     (h)          Liens  securing Interest Rate Protection Agreements or foreign
exchange hedging obligations incurred in the ordinary course of business and not
for  speculative  purposes;

     (i)          Liens  on  property  existing  at  the  time  such property is
acquired  by  the  Borrower or any Subsidiary of the Borrower and not created in
contemplation  of  such  acquisition  (or  on  repairs,  renewals, replacements,
additions,  accessions  and betterments thereto), and Liens on the assets of any
Person  at  the  time  such  Person becomes a Subsidiary of the Borrower and not
created  in  contemplation  of such Person becoming a Subsidiary of the Borrower
(or  on  repairs,  renewals, replacements, additions, accessions and betterments
thereto;

     (j)          any  extension,  renewal  or  replacement  (or  successive
extensions,  renewals  or replacements) in whole or in part of any Lien referred
to  in  the  foregoing  subsections (a) through (i), provided, however, that the
principal  amount  of Indebtedness secured thereby does not exceed the principal
amount secured at the time of such extension, renewal or replacement (other than
amounts  incurred  to  pay costs of such extension, renewal or replacement), and
that  such  extension, renewal or replacement is limited to the property already
subject  to  the Lien so extended, renewed or replaced (together with accessions
and  improvements  thereto  and  replacements  thereof);

     (k)          rights  reserved  to  or  vested  in  any  municipality  or
governmental,  statutory  or  public authority by the terms of any right, power,
franchise,  grant,  license  or permit, or by any provision of law, to terminate
such  right,  power,  franchise,  grant,  license  or  permit  or  to


                                       49
<PAGE>
purchase,  condemn,  expropriate or recapture or to designate a purchaser of any
of  the  property  of  a  Person;

     (l)          rights  reserved  to  or  vested  in  any  municipality  or
governmental,  statutory  or  public  authority  to control, regulate or use any
property  of  a  Person;

     (m)          rights of a common owner of any interest in property held by a
Person  and  such  common  owner  as  tenants  in common or through other common
ownership;

     (n)          encumbrances  (other  than  to  secure  the  payment  of
Indebtedness),  easements,  restrictions,  servitudes,  permits,  conditions,
covenants,  exceptions  or  reservations  in  any property or rights-of-way of a
Person  for  the purpose of roads, pipelines, transmission lines, transportation
lines,  distribution  lines, removal of gas, oil, coal, metals, steam, minerals,
timber  or other natural resources, and other like purposes, or for the joint or
common use of real property, rights-of-way, facilities or equipment, or defects,
irregularity  and  deficiencies  in  title  of  any  property  or rights-of-way;

     (o)          Liens  created  by  or  resulting  from  zoning,  planning and
environmental  laws  and  ordinances  and  municipal  regulations;

     (p)          Liens  created  or  evidenced  by  or resulting from financing
statements  filed  by lessors of property (but only with respect to the property
so  leased);

     (q)          Liens  on  property  securing  Non-recourse  Debt;

     (r)          Liens  on  the  stock  or  assets  of  SPVs;

     (s)          other  Liens  created  in  connection  with  securitization
programs,  if  any,  of  the  Borrower  and  its  Subsidiaries;  and

     (t)          Liens  (not otherwise permitted by this Section 6.10) securing
Indebtedness  (or  other  obligations)  not  exceeding at the time of incurrence
thereof  (together  with  all  such  other Liens securing Indebtedness (or other
obligations)  outstanding  pursuant to this clause (t) at such time) two and one
half  percent  (2.5%)  of  Consolidated  Net  Assets.

     Section  6.11.     Indebtedness.  The  Borrower  and its Subsidiaries shall
                        ------------
not  incur,  assume  or  suffer  to  exist  any  Indebtedness,  except:

     (a)          existing  Indebtedness outstanding on the Effective Date (such
Indebtedness, to the extent the principal amount thereof is $20,000,000 or more,
being  described  on  Schedule  5.16  attached  hereto),  and  any  subsequent
                      --------------
extensions, renewals or refinancings thereof (i) so long as such Indebtedness is
not  increased  in  amount  (other  than  amounts  incurred to pay costs of such
extension,  renewal  or  refinancing),  the  scheduled maturity date thereof (if
prior  to  the  Maturity  Date)  is not accelerated, the interest rate per annum
applicable  thereto  is  not  increased, any scheduled amortization of principal
thereunder  prior  to  the  Maturity  Date  is  not  shortened  and the payments
thereunder  are not increased, or (ii) such extensions, renewals or refinancings
are


                                       50
<PAGE>
otherwise  expressly  permitted by, and are effected pursuant to, another clause
in  this  Section  6.11  (other  than  clause  (l)  hereof);

     (b)          Indebtedness  under  the  Credit  Documents;

     (c)          intercompany  loans  and  advances  to  the  Borrower  or  its
Subsidiaries,  and intercompany loans and advances from any of such Subsidiaries
or  SPVs  to  the  Borrower  or  any  other  Subsidiaries  of  the  Borrower;

     (d)          Indebtedness under any Interest Rate Protection Agreements and
any  Currency  Rate  Protection  Agreements;

     (e)          Indebtedness  of the Borrower that may be incurred, assumed or
suffered  to  exist  without violating any section of this Agreement, including,
without  limitation,  Sections  6.16  and  6.17  hereof;

     (f)          Indebtedness  of  any  Subsidiary  of  the  Borrower (i) under
unsecured  lines  of  credit  for  overdrafts or for working capital purposes in
foreign  countries  with  financial  institutions,  and  (ii)  arising  from the
honoring  by  a  bank  or  other  Person of a check, draft or similar instrument
inadvertently  drawing  against insufficient funds, all such Indebtedness not to
exceed  $200,000,000  in  the  aggregate  at any time outstanding, provided that
amounts  under  overdraft lines of credit or outstanding as a result of drawings
against  insufficient funds shall be outstanding for one (1) Business Day before
being  included  in  such  aggregate  amount;

     (g)          Indebtedness  of  a  Person  existing  at the time such Person
becomes  a  Subsidiary of the Borrower or is merged with or into the Borrower or
any  Subsidiary  of  the  Borrower  and  not  incurred  in contemplation of such
transaction,  and  extensions,  renewals  or  refinancings  thereof  that do not
increase  the  amount  of  such Indebtedness (other than amounts included to pay
costs  of  such  extension,  renewal  or  refinancing;

     (h)          Indebtedness of the Borrower or any Subsidiary of the Borrower
(i)  under  Performance  Guaranties  and Performance Letters of Credit, and (ii)
with  respect  to  letters  of credit issued in the ordinary course of business;

     (i)          Indebtedness  created  in  connection  with  securitization
programs,  if  any,  of  the  Borrower  and  its  Subsidiaries;

     (j)          Indebtedness  of  any  Subsidiaries  of  the  Borrower  (not
otherwise permitted under any other clause of this Section 6.11) in an aggregate
principal  amount  outstanding for all Subsidiaries not exceeding at the time of
incurrence  thereof  (together  with  all  such  other  Indebtedness outstanding
pursuant  to this clause (j) at such time) ten percent (10%) of Consolidated Net
Assets  (the  "Subsidiary  Debt  Basket  Amount");

     (k)          other  Indebtedness  of  any  Subsidiary  of  the Borrower not
otherwise  permitted under any other clause of this Section 6.11 so long as such
Subsidiary  has  in  force  a  Subsidiary  Guaranty in substantially the form of
Exhibit  6.11,  provided  that  such  Subsidiary  Guaranty  shall
-------------


                                       51
<PAGE>
contain a provision that such Subsidiary Guaranty and all obligations thereunder
of  the  Guarantor  party  thereto  shall  be  terminated  upon  delivery to the
Administrative  Agent  by  the  Borrower  of  a certificate stating that (x) the
aggregate  principal  amount  of  Indebtedness  of  all Subsidiaries outstanding
pursuant  to  the  preceding  clause (j) and this clause (k) is equal to or less
than  the  Subsidiary Debt Basket Amount, and (y) no Default or Event of Default
has  occurred  and  is  continuing;  and

     (l)     extensions,  renewals  or replacements of Indebtedness permitted by
this  Section  6.11  that do not increase the amount of such Indebtedness (other
than  amounts  incurred to pay costs of such extension, renewal or refinancing).

     Section  6.12.     Use of Property and Facilities; Environmental Laws.  The
                        --------------------------------------------------
Borrower  and  its  Subsidiaries  shall comply in all material respects with all
Environmental  Laws  applicable  to  or  affecting  the  properties  or business
operations  of the Borrower or any Subsidiary of the Borrower, where the failure
to  comply  could  reasonably  be  expected  to  have a Material Adverse Effect.

     Section  6.13.     Transactions  with  Affiliates.  Except  as  otherwise
                        ------------------------------
specifically  permitted  herein,  the  Borrower  and  its Subsidiaries shall not
(except  pursuant  to  contracts  outstanding  as  of  (i)  with  respect to the
Borrower,  the  Effective  Date  or  (ii)  with respect to any Subsidiary of the
Borrower, the Effective Date or, if later, the date such Subsidiary first became
a  Subsidiary  of the Borrower) enter into or engage in any material transaction
or  arrangement  or  series of related transactions or arrangements which in the
aggregate  would  be  material with any Controlling Affiliate, including without
limitation,  the purchase from, sale to or exchange of property with, any merger
or  consolidation  with  or into, or the rendering of any service by or for, any
Controlling  Affiliate, except pursuant to the requirements of the Borrower's or
such  Subsidiary's business and unless such transaction or arrangement or series
of related transactions or arrangements, taken as a whole, are no less favorable
to  the  Borrower or such Subsidiary (other than a wholly owned Subsidiary) than
would be obtained in an arms' length transaction with a Person not a Controlling
Affiliate.

     Section  6.14.     Sale and Leaseback Transactions.  The Borrower will not,
                        -------------------------------
and will not permit any of its Subsidiaries to, enter into, assume, or suffer to
exist  any  Sale-Leaseback  Transaction, except any such transaction that may be
entered into, assumed or suffered to exist without violating any other provision
of  this  Agreement,  including  without  limitation,  Sections  6.16  and 6.17.

     Section  6.15.     Compliance with Laws.  Without limiting any of the other
                        --------------------
covenants  of  the Borrower in this Article 6, the Borrower and its Subsidiaries
shall  conduct  their  business,  and  otherwise  be,  in  compliance  with  all
applicable  laws,  regulations,  ordinances  and  orders  of any governmental or
judicial authorities;provided, however, that this Section 6.15 shall not require
the  Borrower  or  any  Subsidiary  of the Borrower to comply with any such law,
regulation,  ordinance  or  order  if  (x)  it  shall  be  contesting  such law,
regulation,  ordinance  or  order  in  good faith by appropriate proceedings and
reserves in conformity with GAAP have been provided therefor, or (y) the failure
to  comply therewith could not reasonably be expected to have a Material Adverse
Effect.


                                       52
<PAGE>
     Section  6.16.     Interest  Coverage  Ratio.  The Borrower will not permit
                        -------------------------
the  Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower
to  be  less  than  3:00  to  1:00.

     Section  6.17.     Indebtedness  to Total Tangible Capitalization Ratio.The
                        ----------------------------------------------------
Borrower  will maintain, as of the end of each fiscal quarter of the Borrower, a
ratio (expressed as a percentage) of Consolidated Indebtedness to Total Tangible
Capitalization  of  no  greater  than  50%.

     Section  6.18.     Termination  of Existing Synthetic Leases.Within 90 days
                        -----------------------------------------
of  the  Effective  Date,  provided  that  any  waiting period applicable to the
Existing  Synthetic  Lease  in  clause  (i)  of  that  definition  under  the
Hart-Scott-Rodino  Act  shall  have  expired  or  terminated and any consents or
approvals  required  to  be obtained for such Existing Synthetic Lease under the
Hart-Scott-Rodino  Act,  if any, shall have been obtained and are effective, all
amounts  owing  at such time under the Existing Synthetic Leases shall have been
repaid  and all monetary obligations thereunder have been terminated (except for
customary  indemnification  obligations  that  by  their  terms  survive  such
repayment).  Within  90  days  of the Effective Date, the Borrower shall deliver
written  acknowledgment  in  form  and  substance reasonably satisfactory to the
Administrative  Agent  from  the  agent  or  arranger of such Existing Synthetic
Leases  to the Administrative Agent that the obligations of the Borrower and its
Subsidiaries to make payments for application to the debt and equity portions of
the  Existing  Synthetic  Lease  shall  have  been  satisfied.


ARTICLE  7.     EVENTS  OF  DEFAULT  AND  REMEDIES.

     Section 7.1.     Events of Default.  Any one or more of the following shall
                      -----------------
constitute  an  Event  of  Default:

     (a)          default by the Borrower in the payment of any principal amount
of  any  Loan  or  Reimbursement  Obligation,  any  interest thereon or any fees
payable  hereunder,  within three (3) Business Days following the date when due;

     (b)          default  by  the  Borrower in the observance or performance of
any  covenant  set  forth  in  Sections  6.9,  6.10,  6.16,  or  6.17;

     (c)          default  by  the  Borrower in the observance or performance of
any  provision  hereof  or of any other Credit Document not mentioned in clauses
(a)  or  (b)  above,  which is not remedied within thirty (30) days after notice
thereof  to  the  Borrower  by  the  Administrative  Agent;

     (d)          any  representation  or warranty made or deemed made herein or
in  any other Credit Document by the Borrower or any Subsidiary proves untrue in
any  material  respect  as of the date of the making, or deemed making, thereof;

     (e)          (x)  Indebtedness  in  the  aggregate  principal  amount  of
$100,000,000  of  the  Borrower  and  its Subsidiaries ("Material Indebtedness")
shall (i) not be paid at maturity (beyond any applicable grace periods), or (ii)
be  declared  to  be  due  and  payable  or  required  to  be  prepaid,


                                       53
<PAGE>
redeemed  or  repurchased  prior  to  its stated maturity, or (y) any default in
respect  of Material Indebtedness shall occur which permits the holders thereof,
or  any  trustees  or agents on their behalf, to accelerate the maturity of such
Indebtedness  or  requires  such  Indebtedness  to  be  prepaid,  redeemed,  or
repurchased  prior  to  its  stated  maturity;

     (f)          the  Borrower  or  any  Significant Subsidiary (i) has entered
involuntarily  against it an order for relief under the United States Bankruptcy
Code  or  a comparable action is taken under any bankruptcy or insolvency law of
another  country  or  political subdivision of such country, (ii) generally does
not pay, or admits its inability generally to pay, its debts as they become due,
(iii) makes a general assignment for the benefit of creditors, (iv) applies for,
seeks,  consents to, or acquiesces in, the appointment of a receiver, custodian,
trustee,  liquidator  or  similar official for it or any substantial part of its
property  under  the  United  States  Bankruptcy Code or under the bankruptcy or
insolvency  laws  of another country or a political subdivision of such country,
(v)  institutes  any  proceeding seeking to have entered against it an order for
relief  under  the  United  States  Bankruptcy  Code  or  any comparable law, to
adjudicate  it  insolvent,  or  seeking  dissolution,  winding  up, liquidation,
reorganization,  arrangement, adjustment or composition of it or its debts under
any  law  relating  to  bankruptcy,  insolvency  or  reorganization or relief of
debtors  or  fails  to  file  an  answer  or other pleading denying the material
allegations of or consents to or acquiesces in any such proceeding filed against
it,  (vi)  makes  any board of directors resolution in direct furtherance of any
matter  described  in  clauses  (i)-(v) above, or (vii) fails to contest in good
faith  any  appointment  or  proceeding  described  in  this  Section  7.1(f);

     (g)          a custodian, receiver, trustee, liquidator or similar official
is  appointed  for the Borrower or any Significant Subsidiary or any substantial
part  of  its  property  under  the  United  States Bankruptcy Code or under the
bankruptcy  or  insolvency laws of another country or a political subdivision of
such  country,  or  a  proceeding  described  in Section 7.1(f)(v) is instituted
against  the  Borrower  or  any  Significant  Subsidiary,  and  such appointment
continues undischarged or such proceeding continues undismissed and unstayed for
a period of sixty (60) days (or one hundred twenty (120) days in the case of any
such  event  occurring  outside  the  United  States  of  America);

     (h)          the  Borrower  or any Subsidiaries of the Borrower fail within
thirty  (30)  days  with respect to any judgments or orders that are rendered in
the  United  States  or  sixty (60) days with respect to any judgments or orders
that  are  rendered  in  foreign  jurisdictions  (or  such  earlier  date as any
execution  on such judgments or orders shall take place) to vacate, pay, bond or
otherwise  discharge  any  judgments  or  orders  for  the  payment of money the
uninsured  portion  of  which  is in excess of $100,000,000 in the aggregate and
which  are  not  stayed  on appeal or otherwise being appropriately contested in
good  faith  in  a  manner  that  stays  execution;

     (i)          (x)  the  Borrower  or any Subsidiary of the Borrower fails to
pay  when  due an amount that it is liable to pay to the PBGC or to a Plan under
Title  IV  of  ERISA;  or a notice of intent to terminate a Plan having Unfunded
Vested  Liabilities  of  the  Borrower  or  any of its Subsidiaries in excess of
$100,000,000  (a  "Material Plan") is filed under Title IV of ERISA; or the PBGC
institutes  proceedings  under  Title  IV  of  ERISA  to terminate or to cause a
trustee  to  be  appointed  to  administer  any Material Plan or a proceeding is
instituted  by  a  fiduciary  of  any  Material Plan against any Borrower or any
Subsidiary  to  collect  any  liability  under  Section  515


                                       54
<PAGE>
or 4219(c)(5) of ERISA, and in each case such proceeding is not dismissed within
thirty  (30)  days thereafter; or a condition exists by reason of which the PBGC
would be entitled to obtain a decree adjudicating that any Material Plan must be
terminated,  and  (y)  the  occurrence  of  one  or  more  of the matters in the
preceding  clause  (x)  could reasonably be expected to result in liabilities in
excess  of  $100,000,000;  or

     (j)          any  Person  or  group  of  Persons acting in concert (as such
terms  are  used  in  Rule  13d-5  under the Securities Exchange Act of 1934, as
amended)  shall  own,  directly  or  indirectly,  beneficially  or  of  record,
securities  of  the  Borrower  (or  other  securities  convertible  into  such
securities)  representing  fifty  percent  (50%)  or more of the combined voting
power  of  all  outstanding  securities  of the Borrower entitled to vote in the
election of directors, other than securities having such power only by reason of
the  happening  of  a  contingency.

     Section 7.2.     Non-Bankruptcy Defaults.  When any Event of Default (other
                      -----------------------
than  those  described  in subsections (f) or (g) of Section 7.1 with respect to
the Borrower) has occurred and is continuing, the Administrative Agent shall, by
notice  to  the  Borrower: (a) if so directed by the Required Lenders, terminate
the  remaining  Commitments to the Borrower hereunder on the date stated in such
notice  (which  may  be  the  date  thereof); (b) if so directed by the Required
Lenders,  declare  the  principal of and the accrued interest on all outstanding
Loans  to  be  forthwith  due  and  payable and thereupon all outstanding Loans,
including  both  principal and interest thereon, shall be and become immediately
due and payable together with all other accrued amounts payable under the Credit
Documents  without  further  demand, presentment, protest or notice of any kind,
including,  but  not  limited  to,  notice of intent to accelerate and notice of
acceleration,  each  of which is expressly waived by the Borrower; and (c) if so
directed  by  the  Required Lenders, demand that the Borrower immediately pay to
the  Administrative  Agent  (to  be held by the Administrative Agent pursuant to
Section  7.4)  the full amount then available for drawing under each outstanding
Letter  of  Credit, and the Borrower agrees to immediately make such payment and
acknowledges  and  agrees  that  the  Lenders,  the  Issuing  Bank  and  the
Administrative Agent would not have an adequate remedy at law for failure by the
Borrower  to  honor  any  such demand and that the Administrative Agent, for the
benefit of the Lenders and the Issuing Bank, shall have the right to require the
Borrower to specifically perform such undertaking whether or not any drawings or
other  demands  for  payment  have  been  made  under any Letter of Credit.  The
Administrative  Agent,  after  giving  notice  to  the Borrower pursuant to this
Section 7.2, shall also promptly send a copy of such notice to the other Lenders
and  the  Issuing  Bank,  but the failure to do so shall not impair or annul the
effect  of  such  notice.

     Section  7.3.     Bankruptcy Defaults.  When any Event of Default described
                       -------------------
in  subsections  (f)  or  (g) of Section 7.1 has occurred and is continuing with
respect to the Borrower, then all outstanding Loans shall immediately become due
and  payable  together  with  all other accrued amounts payable under the Credit
Documents  without  presentment,  demand, protest or notice of any kind, each of
which  is  expressly  waived by the Borrower; and all obligations of the Lenders
and  the  Issuing  Bank  to  extend  further credit pursuant to any of the terms
hereof shall immediately terminate and the Borrower shall immediately pay to the
Administrative Agent (to be held by the Administrative Agent pursuant to Section
7.4) the full amount then available for drawing under all outstanding Letters of
Credit,  the  Borrower acknowledging that the Lenders, the Issuing Bank, and the
Administrative  Agent  would  not  have  an  adequate  remedy  at  law  for


                                       55
<PAGE>
failure  by  the  Borrower  to  honor  any such demand and that the Lenders, the
Issuing  Bank,  and the Administrative Agent shall have the right to require the
Borrower to specifically perform such undertaking whether or not any drawings or
other  demands  for  payment  have been made under any of the Letters of Credit.

     Section  7.4.     Collateral  for  Undrawn  Letters  of  Credit.
                       ---------------------------------------------
     (a)          If  the  prepayment  of the amount available for drawing under
any  or  all outstanding Letters of Credit is required under Section 7.2 or 7.3,
the  Borrower  shall  forthwith  pay the amount required to be so prepaid, to be
held  by  the  Administrative  Agent  as  provided  in  subsection  (b)  below.

     (b)          All  amounts prepaid pursuant to subsection (a) above shall be
held by the Administrative Agent in a separate collateral account (such account,
and  the  credit balances, properties and any investments from time to time held
therein,  and  any substitutions for such account, any certificate of deposit or
other  instrument  evidencing  any  of  the  foregoing  and  all proceeds of and
earnings  on  any  of  the  foregoing  being collectively called the "Collateral
Account")  as  security  for,  and  for application to, the reimbursement of any
drawing  under any Letter of Credit then or thereafter paid by the Issuing Bank,
and  to  the  payment  of  the unpaid balance of any Loans and all other due and
unpaid  Obligations  (collectively,  the  "Collateralized  Obligations").  The
Collateral  Account  shall  be  held in the name of and subject to the exclusive
dominion and control of the Administrative Agent, for the benefit of the Issuing
Bank,  the  Administrative Agent, and the Lenders, as pledgee hereunder.  If and
when  required  by  the  Borrower,  the  Administrative  Agent  shall invest and
reinvest  funds  held  in  the  Collateral  Account  from  time  to time in Cash
Equivalents  specified  from  time  to  time  by the Borrower, provided that the
Administrative  Agent  is  irrevocably  authorized  to  sell on market terms any
investments held in the Collateral Account when and as required to make payments
out  of the Collateral Account for application to Collateralized Obligations due
and  owing  from  the Borrower to the Issuing Bank, the Administrative Agent, or
the  Lenders.  When  and  if (A) (i) the Borrower shall have made payment of all
Collateralized  Obligations  then  due  and  payable,  and  (ii)  all  relevant
preference  or  other  disgorgement  periods  relating  to  the  receipt of such
payments have passed, or (B) no Default or Event of Default shall be continuing,
the  Administrative  Agent shall repay to the Borrower any remaining amounts and
assets  held  in the Collateral Account, provided that if the Collateral Account
is  being  released pursuant to clause (A) and any Letter of Credit then remains
outstanding,  the  Borrower,  prior  to  or contemporaneously with such release,
shall  make  arrangements  with respect to such outstanding Letters of Credit in
the manner described in the first sentence of Section 2.12.  In addition, if the
aggregate amount on deposit with the Collateral Agent exceeds the Collateralized
Obligations  then  existing,  then  the  Administrative  Agent shall release and
deliver  such  excess  amount  upon  the  written  request  of  the  Borrower.

     Section  7.5.     Notice  of  Default.  The Administrative Agent shall give
                       -------------------
notice  to the Borrower under Section 7.2 promptly upon being requested to do so
by  the  Required  Lenders  and  shall thereupon notify all the Lenders thereof.


                                       56
<PAGE>
     Section  7.6.  Expenses.  The  Borrower agrees to pay to the Administrative
                    --------
Agent,  the  Issuing Bank, and each Lender all reasonable out-of-pocket expenses
incurred  or paid by the Administrative Agent, the Issuing Bank, or such Lender,
including  reasonable  attorneys'  fees  and court costs, in connection with any
Default  or  Event of Default hereunder or in connection with the enforcement of
any  of  the  Credit  Documents.

     Section  7.7.     Distribution  and  Application  of  Proceeds.  After  the
                       --------------------------------------------
occurrence  of and during the continuance of an Event of Default, any payment to
the  Administrative Agent, the Issuing Bank, or any Lender hereunder or from the
proceeds  of  the  Collateral  Account  or  otherwise  shall  be  paid  to  the
Administrative  Agent to be distributed and applied as follows (unless otherwise
agreed  by  the  Borrower,  the  Administrative Agent, the Issuing Bank, and all
Lenders):

     (a)          First,  to the payment of any and all reasonable out-of-pocket
costs  and  expenses  of the Administrative Agent, including without limitation,
reasonable  attorneys' fees and out-of-pocket costs and expenses, as provided by
this  Agreement or by any other Credit Document, incurred in connection with the
collection of such payment or in respect of the enforcement of any rights of the
Administrative  Agent,  the Issuing Bank, or the Lenders under this Agreement or
any  other  Credit  Document;

     (b)          Second, to the payment of any and all reasonable out-of-pocket
costs  and  expenses  of  the  Issuing  Bank and the Lenders, including, without
limitation,  reasonable attorneys' fees and out-of-pocket costs and expenses, as
provided  by  this  Agreement  or  by  any  other  Credit  Document, incurred in
connection  with the collection of such payment or in respect of the enforcement
of  any  rights  of  the Lenders or the Issuing Bank under this Agreement or any
other  Credit  Document,  pro rata in the proportion in which the amount of such
costs  and  expenses  unpaid  to  each  Lender  or the Issuing Bank bears to the
aggregate amount of the costs and expenses unpaid to all Lenders and the Issuing
Bank  collectively,  until  all  such fees, costs and expenses have been paid in
full;

     (c)          Third,  to  the  payment  of  any  due  and unpaid fees to the
Administrative Agent or any Lender or Issuing Bank as provided by this Agreement
or  any other Credit Document, pro rata in the proportion in which the amount of
such fees due and unpaid to the Administrative Agent and each Lender and Issuing
Bank  bears  to  the  aggregate  amount  of  the  fees  due  and  unpaid  to the
Administrative  Agent  and  all Lenders and Issuing Bank collectively, until all
such  fees  have  been  paid  in  full;

     (d)          Fourth,  to  the payment of accrued and unpaid interest on the
Loans or the Reimbursement Obligations to the date of such application, pro rata
in  the  proportion  in which the amount of such interest, accrued and unpaid to
each  Lender  or the Issuing Bank bears to the aggregate amount of such interest
accrued  and  unpaid to all Lenders and the Issuing Bank collectively, until all
such  accrued  and  unpaid  interest  has  been  paid  in  full;

     (e)          Fifth,  to  the  payment  of  the  outstanding due and payable
principal  amount  of  each  of  the  Loans  and  the  amount of the outstanding
Reimbursement  Obligations  (reserving  cash  collateral  for  all  undrawn face
amounts  of  any  outstanding  Letters  of  Credit  (if  Section  7.4(a)  has


                                       57
<PAGE>
not  been  complied  with)), pro rata in the proportion in which the outstanding
principal  amount of such Loans and the amount of such outstanding Reimbursement
Obligations  owing  to each Lender and Issuing Bank, together (if Section 7.4(a)
has  not  been  complied with) with the undrawn face amounts of such outstanding
Letters  of  Credit,  bears  to  the  aggregate amount of all outstanding Loans,
outstanding  Reimbursement  Obligations  and  (if  Section  7.4(a)  has not been
complied  with)  the  undrawn face amounts of all outstanding Letters of Credit.
In  the  event  that any such Letters of Credit, or any portions thereof, expire
without  being  drawn,  any cash collateral therefor shall be distributed by the
Administrative  Agent  until the principal amount of all Loans and Reimbursement
Obligations  shall  have  been  paid  in  full;

     (f)          Sixth,  to  the  payment  of any other outstanding Obligations
then  due  and  payable,  pro  rata  in  the proportion in which the outstanding
Obligations owing to each Lender, Issuing Bank and Administrative Agent bears to
the  aggregate  amount  of  all such Obligations until all such Obligations have
been  paid  in  full;  and

     (g)     Seventh,  to  the  Borrower  or  as  the  Borrower  may  direct.


ARTICLE  8.     CHANGE  IN  CIRCUMSTANCES.

     Section  8.1.     Change  of  Law.
                       ---------------

     (a)          Notwithstanding  any other provisions of this Agreement or any
Note,  if at any time any change, after the date hereof (or, if later, after the
date  the  Administrative  Agent  or  any  Issuing  Bank  or  Lender becomes the
Administrative  Agent  or  an  Issuing  Bank  or  Lender),  in applicable law or
regulation  or in the interpretation thereof makes it unlawful for any Lender to
make  or  maintain  Eurocurrency  Loans  or  to fund any Loans in Euros, Pounds,
Australian  Dollars,  Canadian  Dollars,  Singapore  Dollars,  or Kroner, or the
Issuing  Bank  to issue any Letter of Credit or to provide payment thereunder in
Euros,  Pounds,  Australian  Dollars,  Canadian  Dollars,  Singapore Dollars, or
Kroner,  such  Lender  or  Issuing Bank, as the case may be, shall promptly give
written  notice  thereof  and  of the basis therefor in reasonable detail to the
Borrower,  and  such  Lender's  or  Issuing  Bank's obligations to fund affected
Eurocurrency Loans or make, continue or convert such Loans under this Agreement,
or  to  issue any such Letters of Credit, as the case may be, shall thereupon be
suspended  until  it  is  no longer unlawful for such Lender to make or maintain
such  Loans  or  issue  such  Letters  of  Credit.

     (b)          Upon  the  giving  of  the  notice  to Borrower referred to in
subsection  (a)  above  in  respect  of any such Loan, and provided the Borrower
shall  not  have  prepaid such Loan pursuant to Section 2.9, (i) any outstanding
such Loan of such Lender shall be automatically converted to a Base Rate Loan in
Dollars  on  the  last  day of the Interest Period then applicable thereto or on
such  earlier  date  as  required  by  law,  and  (ii) such Lender shall make or
continue its portion of any requested Borrowing of such Loan as a Base Rate Loan
in  Dollars,  which  Base Rate Loan shall, for all other purposes, be considered
part  of  such  Borrowing.

     (c)          Any  Lender or Issuing Bank that has given any notice pursuant
to  Section  8.1(a)  shall, upon determining that it would no longer be unlawful
for  it  to  make  such  Loans  or  issue


                                       58
<PAGE>
such  Letters  of Credit, give prompt written notice thereof to the Borrower and
the  Administrative  Agent, and upon giving such notice, its obligation to make,
allow  conversions  into and maintain such Loans or issue such Letters of Credit
shall  be  reinstated.

     Section 8.2.     Unavailability of Deposits or Inability to Ascertain LIBOR
                      ----------------------------------------------------------
Rate.  If on or before the first day of any Interest Period for any Borrowing of
----
Eurocurrency  Loans  the  Administrative  Agent  determines in good faith (after
consultation with the other Lenders) that, due to changes in circumstances since
the  date hereof, adequate and fair means do not exist for determining the LIBOR
Rate  or  such rate will not accurately reflect the cost to the Required Lenders
of  funding  Eurocurrency  Loans  in  the  applicable currency for such Interest
Period,  the  Administrative  Agent  shall  give  written  notice (in reasonable
detail)  of such determination and of the basis therefor to the Borrower and the
Lenders,  whereupon  until  the  Administrative  Agent notifies the Borrower and
Lenders  that  the  circumstances giving rise to such suspension no longer exist
(which  the Administrative Agent shall do promptly after they do not exist), (i)
the obligations of the Lenders to fund Loans in Euro, Pounds,Australian Dollars,
Canadian  Dollars,  Singapore  Dollars,  or Kroner, or make, continue or convert
Loans  as  or  into  such Eurocurrency Loans, or to convert Base Rate Loans into
such Eurocurrency Loans, shall be suspended and (ii) each Eurocurrency Loan will
automatically  on  the  last  day of the then existing Interest Period therefor,
convert  into  a  Base  Rate  Loan  in  Dollars.

     Section  8.3.     Increased  Cost  and  Reduced  Return.
                       -------------------------------------
     (a)          If, on or after the date hereof, the adoption of or any change
in  any  applicable law, rule or regulation, or any change in the interpretation
or  administration  thereof  by  any  governmental  authority,  central  bank or
comparable  agency charged with the interpretation or administration thereof, or
compliance  by  any  Lender  or  Issuing  Bank (or its Lending Office), with any
request  or  directive  (whether  or  not  having  the force of law) of any such
authority,  central  bank  or comparable agency exercising control over banks or
financial  institutions  generally  issued  after the date hereof (or, if later,
after  the  date  the  Administrative Agent, Issuing Bank, or Lender becomes the
Administrative  Agent,  Issuing  Bank,  or  Lender):

          (i) subjects any Lender or Issuing Bank (or its Lending Office) to any
     tax,  duty  or other charge related to any Eurocurrency Loan, Reimbursement
     Obligation,  or its obligation to advance or maintain Eurocurrency Loans or
     issue  any  Letter  of  Credit,  or  shall  change the basis of taxation of
     payments  to  any  Lender  or  Issuing  Bank (or its Lending Office) of the
     principal  of  or  interest on its Eurocurrency Loans, Letters of Credit or
     Reimbursement Obligation or any participations in any thereof, or any other
     amounts due under this Agreement related to its Eurocurrency Loans, Letters
     of  Credit,  Reimbursement  Obligations  or  participations therein, or its
     obligation  to make Eurocurrency Loans, issue Letters of Credit, or acquire
     participations  therein  (except for changes with respect to taxes that are
     not  Indemnified  Taxes  pursuant  to  Section  3.3);  or

          (ii)  imposes,  modifies  or  deems  applicable  any  reserve, special
     deposit  or  similar  requirement  (including, without limitation, any such
     requirement  imposed  by  the  Board  of  Governors  of the Federal Reserve
     System,  but  excluding  for  any  Eurocurrency  Loan  any such requirement
     included  in  an  applicable  Statutory  Reserve  Rate)  against


                                       59
<PAGE>
     assets  of, deposits with or for the account of, or credit extended by, any
     Lender  or Issuing Bank (or its Lending Office) or imposes on any Lender or
     Issuing  Bank  (or its Lending Office) or on the interbank market any other
     condition  affecting  its  Eurocurrency  Loans,  Letters  of  Credit,  any
     Reimbursement  Obligations owed to it, or its participation in any thereof,
     or  its obligation to advance or maintain Eurocurrency Loans, issue Letters
     of  Credit  or  participate  in  any  thereof;

and the result of any of the foregoing is to increase the cost to such Lender or
Issuing  Bank  (or  its  Lending  Office)  of  advancing  or  maintaining  any
Eurocurrency  Loan,  issuing  or maintaining a Letter of Credit or participating
therein,  or  to  reduce  the  amount  of any sum received or receivable by such
Lender  or  Issuing  Bank  (or its Lending Office) in connection therewith under
this  Agreement  or its Note, by an amount deemed by such Lender or Issuing Bank
to  be  material,  then,  subject  to  Section 8.3(c), from time to time, within
thirty (30) days after receipt of a certificate from such Lender or Issuing Bank
(with  a  copy  to  the  Administrative  Agent) pursuant to subsection (c) below
setting forth in reasonable detail such determination and the basis thereof, the
Borrower  shall  be  obligated  to  pay  to  such  Lender  or  Issuing Bank such
additional  amount or amounts as will compensate such Lender or Issuing Bank for
such  increased  cost  or  reduction.

     (b)          If,  after  the  date  hereof, the Administrative Agent or any
Lender  or Issuing Bank shall have reasonably determined that the adoption after
the  date  hereof  of  any  applicable law, rule or regulation regarding capital
adequacy,  or any change therein (including, without limitation, any revision in
the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal
Reserve  System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of
the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in
any other applicable capital adequacy rules heretofore adopted and issued by any
governmental  authority),  or  any  change  after  the  date  hereof  in  the
interpretation  or administration thereof by any governmental authority, central
bank  or  comparable  agency  charged  with the interpretation or administration
thereof, or compliance by the Administrative Agent or any Lender or Issuing Bank
(or its Lending Office) with any request or directive regarding capital adequacy
(whether  or not having the force of law) of any such authority, central bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on such Lender's or Issuing Bank's capital, or on the capital of any corporation
controlling  such  Lender  or  Issuing Bank, as a consequence of its obligations
hereunder  to  a  level  below that which such Lender or Issuing Bank could have
achieved  but for such adoption, change or compliance (taking into consideration
such  Lender's  or Issuing Bank's or its controlling corporation's policies with
respect  to  capital adequacy in effect immediately before such adoption, change
or  compliance) by an amount reasonably deemed by such Lender or Issuing Bank to
be  material,  then, subject to Section 8.3(c), from time to time, within thirty
(30)  days  after  its receipt of a certificate from such Lender or Issuing Bank
(with  a  copy  to  the  Administrative  Agent) pursuant to subsection (c) below
setting forth in reasonable detail such determination and the basis thereof, the
Borrower  shall  pay  to  such  Lender or Issuing Bank such additional amount or
amounts as will compensate such Lender or Issuing Bank for such reduction or the
Borrower  may  prepay  all  Eurocurrency  Loans  of  such  Lender  or obtain the
cancellation  of  all  such  Letters  of  Credit.


                                       60
<PAGE>
     (c)  The  Administrative  Agent  and  each  Lender  and  Issuing  Bank that
determines to seek compensation or additional interest under this Section 8.3 or
Section  2.15  shall  give  written notice to the Borrower and, in the case of a
Lender  or  Issuing Bank other than the Administrative Agent, the Administrative
Agent  of the circumstances that entitle the Administrative Agent or such Lender
or  Issuing  Bank  to such compensation no later than ninety (90) days after the
Administrative  Agent  or  such Lender or Issuing Bank receives actual notice or
obtains actual knowledge of the law, rule, order or interpretation or occurrence
of  another  event  giving  rise to a claim hereunder. In any event the Borrower
shall  not have any obligation to pay any amount with respect to claims accruing
prior  to  the  ninetieth  day preceding such written demand. The Administrative
Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the
need  for,  or reduce the amount of, such compensation, additional interest, and
any payment under Section 3.3, including, without limitation, the designation of
a  different Lending Office, if such action or designation will not, in the sole
judgment of the Administrative Agent or such Lender or Issuing Bank made in good
faith, be otherwise disadvantageous to it; provided that the foregoing shall not
in any way affect the rights of any Lender or Issuing Bank or the obligations of
the  Borrower  under this Section 8.3 or Section 2.15, and provided further that
no  Lender  or  Issuing  Bank  shall be obligated to make its Eurocurrency Loans
hereunder  or fund any amount due in respect of a Letter of Credit at any office
located  in  the  United  States of America. A certificate of the Administrative
Agent  or  any  Lender  or Issuing Bank, as applicable, claiming compensation or
additional  interest  under  this Section 8.3 or Section 2.15, and setting forth
the additional amount or amounts to be paid to it hereunder and accompanied by a
statement  prepared  by the Administrative Agent or such Lender or Issuing Bank,
as applicable, describing in reasonable detail the calculations thereof shall be
prima  facie  evidence  of  the correctness thereof. In determining such amount,
such  Lender  or  Issuing  Bank may use any reasonable averaging and attribution
methods.

     Section 8.4.     Lending Offices.  The Administrative Agent and each Lender
                      ---------------
and  Issuing  Bank  may,  at its option, elect to make or maintain its Loans and
issue  its  Letters  of  Credit hereunder at the Lending Office for each type of
Loan  or  Letter of Credit available hereunder or at such other of its branches,
offices  or  affiliates  as  it  may  from time to time elect and designate in a
written  notice  to  the  Borrower  and the Administrative Agent, provided that,
except  in  the case of any such transfer to another of its branches, offices or
affiliates  made  at  the  request  of  the  Borrower, the Borrower shall not be
responsible  for  the  costs arising under Section 3.3 or 8.3 resulting from any
such  transfer  to the extent not otherwise applicable to such Lender or Issuing
Bank  prior  to  such  transfer.

     Section  8.5.     Discretion of Lender as to Manner of Funding.  Subject to
                       --------------------------------------------
the  other  provisions  of this Agreement, each Lender and Issuing Bank shall be
entitled  to  fund  and maintain its funding of all or any part of its Loans and
Letters  of  Credit  in  any  manner  it  sees  fit.

     Section 8.6.     Substitution of Lender or Issuing Bank.  If (a) any Lender
                      --------------------------------------
or Issuing Bank has demanded compensation or additional interest or given notice
of its intention to demand compensation or additional interest under Section 8.3
or  Section  2.15,  (b) the Borrower is required to pay any additional amount to
any Lender or Issuing Bank under Section 2.11, (c) any Lender or Issuing Bank is
unable  to  submit  any  form  or  certificate  required under Section 3.3(b) or
withdraws  or  cancels  any  previously  submitted  form  with  no  substitution
therefor,  (d)  any


                                       61
<PAGE>
Lender  or  Issuing Bank gives notice of any change in law or regulations, or in
the  interpretation  thereof, pursuant to Section 8.1, (e) any Lender or Issuing
Bank has been declared insolvent or a receiver or conservator has been appointed
for  a  material portion of its assets, business or properties or (f) any Lender
or  Issuing Bank shall seek to avoid its obligation to make or maintain Loans or
issue Letters of Credit hereunder for any reason, including, without limitation,
reliance  upon  12 U.S.C. Sec. 1821(e) or (n) (1) (B), (g) any taxes referred to
in  Section  3.3 have been levied or imposed (or the Borrower determines in good
faith  that  there is a substantial likelihood that such taxes will be levied or
imposed)  so  as to require withholding or deductions by the Borrower or payment
by  the  Borrower  of additional amounts to any Lender or Issuing Bank, or other
reimbursement  or  indemnification  of  any  Lender or Issuing Bank, as a result
thereof,  (h) any Lender shall decline to consent to a modification or waiver of
the  terms  of  this  Agreement  or  any other Credit Documents requested by the
Borrower,  or  (i) the Issuing Bank gives notice pursuant to Section 2.12(a)(ii)
that  the issuance of the Letter of Credit would violate any legal or regulatory
restriction  then  applicable to such Issuing Bank, then and in such event, upon
request  from  the  Borrower  delivered  to such Lender or Issuing Bank, and the
Administrative  Agent,  such  Lender  shall  assign,  in  accordance  with  the
provisions of Section 10.10 and an appropriately completed Assignment Agreement,
all  of  its rights and obligations under the Credit Documents to another Lender
or a commercial banking institution selected by the Borrower and (in the case of
a  commercial banking institution) reasonably satisfactory to the Administrative
Agent,  in consideration for the payments set forth in such Assignment Agreement
and  payment  by  the  Borrower  to  such Lender of all other amounts which such
Lender  may  be  owed pursuant to this Agreement, including, without limitation,
Sections  2.11,  2.15,  3.3,  8.3  and  10.13.

ARTICLE  9.     THE  AGENTS.

     Section  9.1.     Appointment and Authorization of Administrative Agent and
                       ---------------------------------------------------------
Other  Agents.  Each  Lender  hereby  appoints  STB  as  the  Administrative
-------------
Agent,Citibank  N.A. and Bank of America, N.A., as the Co-Syndication Agents,The
Royal  Bank  of  Scotland  plc  and Bank One, NA,as the Co-Documentation Agents,
Wells Fargo Bank, N. A. and UBS Loan Finance LLC as Managing Agents and The Bank
of New York, Den norske Bank ASA and HSBC Bank USA as Co-Agents under the Credit
Documents  and  hereby authorizes the Administrative Agent and such Other Agents
to take such action as the Administrative Agent and such Other Agents on each of
its  behalf  and  to  exercise  such  powers  under  the Credit Documents as are
delegated to the Administrative Agent and the Other Agents, respectively, by the
terms  thereof,  together with such powers as are reasonably incidental thereto.

     Section 9.2.     Rights and Powers.  The Administrative Agent and the Other
                      -----------------
Agents  shall  have the same rights and powers under the Credit Documents as any
other  Lender  and may exercise or refrain from exercising such rights and power
as  though  it  were  not  an  Administrative  Agent, or an Other Agent, and the
Administrative  Agent  and  the  Other  Agents  and their respective Controlling
Affiliates  may accept deposits from, lend money to, and generally engage in any
kind  of  business  with  the Borrower or any of its Subsidiaries or Controlling
Affiliates as if it were not an Administrative Agent or an Other Agent under the
Credit  Documents.  The  term Lender as used in all Credit Documents, unless the
context  otherwise  clearly  requires,  includes


                                       62
<PAGE>
the  Administrative  Agent  and  the Other Agents in their respective individual
capacities  as  a  Lender.

     Section  9.3.     Action by Administrative Agent and the Other Agents.  The
                       ---------------------------------------------------
obligations  of  the  Administrative Agent and the Other Agents under the Credit
Documents  are  only  those  expressly  set forth therein.  Without limiting the
generality  of  the foregoing, the Administrative Agent shall not be required to
take  any action concerning any Default or Event of Default, except as expressly
provided in Sections 7.2 and 7.4.  Unless and until the Required Lenders (or, if
required  by  Section 10.11, all of the Lenders) give such direction (including,
without  limitation,  the  giving of a notice of default as described in Section
7.1(c)),  the  Administrative  Agent may, except as otherwise expressly provided
herein  or  therein,  take  or  refrain  from  taking  such  actions as it deems
appropriate  and in the best interest of all the Lenders.  In no event, however,
shall  the  Administrative  Agent  or  the  Other Agents be required to take any
action  in  violation  of  applicable  law  or  of  any  provision of any Credit
Document, and each of the Administrative Agent and the Other Agents shall in all
cases  be  fully  justified in failing or refusing to act hereunder or under any
other  Credit  Document  unless  it first receives any further assurances of its
indemnification  from  the  Lenders that it may require, including prepayment of
any  related  expenses  and any other protection it requires against any and all
costs,  expenses,  and  liabilities it may incur in taking or continuing to take
any  such  action.  The Administrative Agent shall be entitled to assume that no
Default  or  Event of Default, other than non-payment of any scheduled principal
or  interest  payment  due  hereunder,  exists unless notified in writing to the
contrary  by  a  Lender  or  the  Borrower.  In  all  cases  in which the Credit
Documents  do  not  require the Administrative Agent or the Other Agents to take
specific  action, the Administrative Agent and each of the Other Agents shall be
fully  justified  in  using  its  discretion in failing to take or in taking any
action  thereunder.  Any  instructions  of the Required Lenders, or of any other
group  of  Lenders called for under specific provisions of the Credit Documents,
shall  be  binding  on  all  the  Lenders  and  holders  of  Notes.

     Section  9.4.     Consultation  with  Experts.  Each  of the Administrative
                       ---------------------------
Agent  and  the  Other Agents may consult with legal counsel, independent public
accountants  and  other  experts  selected by it and shall not be liable for any
action  taken  or omitted to be taken by it in good faith in accordance with the
advice  of  such  counsel,  accountants  or  experts.

     Section  9.5.     Indemnification Provisions; Credit Decision.  Neither the
                       -------------------------------------------
Administrative  Agent,  the  Other  Agents nor any of their directors, officers,
agents,  or  employees shall be liable for any action taken or not taken by them
in  connection  with the Credit Documents (i) with the consent or at the request
of  the Required Lenders (or, if required by Section 10.11, all of the Lenders),
or  (ii)  in  the  absence  of their own gross negligence or willful misconduct.
Neither  the  Administrative Agent, the Other Agents nor any of their directors,
officers,  agents  or  employees  shall  be  responsible for or have any duty to
ascertain,  inquire into or verify (i) any statement, warranty or representation
made  in  connection  with  this  Agreement,  any  other  Credit Document or any
Borrowing;  (ii)  the  performance  or  observance  of  any  of the covenants or
agreements  of  the  Borrower or any Subsidiary contained herein or in any other
Credit Document; (iii) the satisfaction of any condition specified in Article 4,
except receipt of items required to be delivered to the Administrative Agent; or
(iv)  the  validity, effectiveness, genuineness, enforceability, value, worth or
collectability  hereof  or  of  any  other  Credit  Document  or  of  any


                                       63
<PAGE>
other  documents  or  writings furnished in connection with any Credit Document;
and  the Administrative Agent and the Other Agents make no representation of any
kind  or  character with respect to any such matters mentioned in this sentence.
The  Administrative  Agent  and the Other Agents may execute any of their duties
under  any  of  the  Credit  Documents  by  or  through  employees,  agents, and
attorneys-in-fact and shall not be answerable to the Lenders or any other Person
for  the  default or misconduct of any such agents or attorneys-in-fact selected
with  reasonable  care.  The Administrative Agent and the Other Agents shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
other  document  or  statement  (whether  written  or oral) believed by it to be
genuine or to be sent by the proper party or parties.  In particular and without
limiting  any  of  the  foregoing, the Administrative Agent and the Other Agents
shall  have  no  responsibility  for  confirming  the accuracy of any Compliance
Certificate  or  other  document or instrument received by any of them under the
Credit  Documents.  The  Administrative Agent and the Other Agents may treat the
payee  of  any Note as the holder thereof until written notice of transfer shall
have  been  filed  with  such  Administrative Agent signed by such owner in form
satisfactory to such Administrative Agent.  Each Lender acknowledges that it has
independently,  and  without  reliance  on  the  Administrative Agent, the Other
Agents  or  any  other  Lender,  obtained  such  information  and  made  such
investigations  and  inquiries regarding the Borrower and its Subsidiaries as it
deems  appropriate,  and  based  upon  such  information,  investigations  and
inquiries,  made  its  own  credit analysis and decision to extend credit to the
Borrower  in  the  manner  set  forth  in the Credit Documents.  It shall be the
responsibility of each Lender to keep itself informed about the creditworthiness
and  business,  properties,  assets,  liabilities,  condition  (financial  or
otherwise)  and  prospects  of  the  Borrower  and  its  Subsidiaries,  and  the
Administrative  Agent and the Other Agents shall have no liability whatsoever to
any  Lender  for  such  matters.  The  Administrative Agent and the Other Agents
shall  have  no duty to disclose to the Lenders information that is not required
by  any  Credit  Document to be furnished by the Borrower or any Subsidiaries to
such  Agent  at such time, but is voluntarily furnished to such Agent (either in
their  respective  capacity  as  Administrative  Agent or the Other Agents or in
their  individual  capacity).

     Section  9.6.     Indemnity.  The Lenders shall ratably, in accordance with
                       ---------
their  Percentages,  indemnify  and  hold  the  Administrative  Agent, the Other
Agents,  and  their  directors,  officers, employees, agents and representatives
harmless from and against any liabilities, losses, costs or expenses suffered or
incurred  by it under any Credit Document or in connection with the transactions
contemplated  thereby,  regardless  of  when  asserted or arising, except to the
extent  they  are promptly reimbursed for the same by the Borrower and except to
the  extent  that  any  event  giving  rise  to  a claim was caused by the gross
negligence  or  willful  misconduct of the party seeking to be indemnified.  The
obligations  of  the Lenders under this Section 9.6 shall survive termination of
this  Agreement.

     Section  9.7.     Resignation  of  Agents  and  Successor  Agents.  The
                       -----------------------------------------------
Administrative  Agent  and  the  Other  Agents  may resign at any time and shall
resign  upon  any  removal  thereof  as  a  Lender pursuant to the terms of this
Agreement  upon  at  least thirty (30) days' prior written notice to the Lenders
and  the  Borrower.  Any  resignation  of  the Administrative Agent shall not be
effective  until  a  replacement  therefor  is  appointed  pursuant to the terms
hereof.  Upon  any  such  resignation  of  the Administrative Agent or any Other
Agent,  the  Required  Lenders  and,  so  long as no Event of Default shall then
exist,  with  the  consent  of  the  Borrower  (which  consent  shall  not


                                       64
<PAGE>
be unreasonably withheld or delayed) shall have the right to appoint a successor
Administrative  Agent  or  Other  Agent,  as  the  case may be.  If no successor
Administrative  Agent  or  Other  Agent,  as the case may be, shall have been so
appointed  by  the  Required  Lenders  and  shall have accepted such appointment
within  thirty  (30)  days  after  the  retiring Administrative Agent's or Other
Agent's  giving of notice of resignation, then the retiring Administrative Agent
or  Other  Agent, as the case may be, may, on behalf of the Lenders and, so long
as no Event of Default shall then exist, with the consent of the Borrower (which
consent  shall  not  be  unreasonably  withheld  or delayed) appoint a successor
Administrative  Agent  or  Other  Agent,  as the case may be, which shall be any
Lender  hereunder  or any commercial bank organized under the laws of the United
States  of  America  or  of  any State thereof and having a combined capital and
surplus  of  at least $1,000,000,000.  Upon the acceptance of its appointment as
the  Administrative  Agent  or  the  Other  Agent  hereunder,  such  successor
Administrative Agent or Other Agent, as the case may be, shall thereupon succeed
to  and  become  vested  with  all  the  rights  and  duties  of  the  retiring
Administrative  Agent  or  Other  Agent,  as  the  case may be, under the Credit
Documents,  and  the  retiring  Administrative  Agent  or  Other  Agent shall be
discharged  from  its  duties  and  obligations  thereunder.  After any retiring
Administrative  Agent's or Other Agent's resignation hereunder as Administrative
Agent  or  Other Agent, as the case may be, the provisions of this Article 9 and
all  protective  provisions  of  the  other  Credit Documents shall inure to its
benefit  as  to  any  actions  taken  or  omitted to be taken by it while it was
Administrative  Agent  or  Other  Agent,  as  the  case  may  be.


ARTICLE  10.       MISCELLANEOUS.

     Section  10.1.     No  Waiver.  No  delay  or  failure  on  the part of the
                        ----------
Administrative Agent or any Lender or Issuing Bank, or on the part of the holder
or holders of any Notes, in the exercise of any power, right or remedy under any
Credit  Document  shall operate as a waiver thereof or as an acquiescence in any
default,  nor shall any single or partial exercise thereof preclude any other or
further  exercise  of  any  other power, right or remedy.  To the fullest extent
permitted  by  applicable  law, the powers, rights and remedies under the Credit
Documents  of  the  Administrative  Agent, the Lenders, the Issuing Bank and the
holder  or  holders  of  any  Notes are cumulative to, and not exclusive of, any
powers,  rights  or  remedies  any  of  them  would  otherwise  have.

     Section 10.2.     Non-Business Day.  Subject to Section 2.4, if any payment
                       ----------------
of  principal  or  interest  on  any  portion  of  any  Loan,  any Reimbursement
Obligation,  or  any  other  Obligation  shall  fall due on a day which is not a
Business Day, interest or fees (as applicable) at the rate, if any, such portion
of  any  Loan,  any  Reimbursement Obligation, or other Obligation bears for the
period prior to maturity shall continue to accrue in the manner set forth herein
on  such  Obligation  from  the  stated  due date thereof to the next succeeding
Business  Day,  on  which  the  same  shall  instead  be  payable.

     Section  10.3.     Documentary Taxes.  The Borrower agrees that it will pay
                        -----------------
any  documentary,  stamp  or  similar  taxes  payable with respect to any Credit
Document,  including  interest  and  penalties,  in the event any such taxes are
assessed irrespective of when such assessment is made, other than any such taxes
imposed  as  a  result  of  any  transfer  of  an  interest  in


                                       65
<PAGE>
a  Credit  Document.  Each  Lender  and  Issuing  Bank  that  determines to seek
compensation  under  this Section 10.3 shall give written notice to the Borrower
and,  in  the  case  of  a  Lender or Issuing Bank other than the Administrative
Agent, the Administrative Agent of the circumstances that entitle such Lender or
Issuing  Bank  to  such  compensation  no later than ninety (90) days after such
Lender or Issuing Bank receives actual notice or obtains actual knowledge of the
law, rule, order or interpretation or occurrence of another event giving rise to
a  claim hereunder.  In any event, the Borrower shall not have any obligation to
pay  any  amount with respect to claims accruing prior to the 90th day preceding
such  written  demand.

     Section  10.4.     Survival  of  Representations.  All  representations and
                        -----------------------------
warranties  made  herein  or in certificates given pursuant hereto shall survive
the execution and delivery of this Agreement and the other Credit Documents, and
shall  continue  in  full  force and effect with respect to the date as of which
they  were  made  as  long  as  the Borrower has any Obligation hereunder or any
Commitment  hereunder  is  in  effect.

     Section  10.5.     Survival  of  Indemnities.  All  indemnities  and  all
                        -------------------------
provisions  relative to reimbursement to the Lenders and Issuing Bank of amounts
sufficient  to protect the yield of the Lenders and Issuing Bank with respect to
the  Loans and the L/C Obligations, including, but not limited to, Section 2.11,
Section  2.15,  Section 3.3, Section 7.6, Section 8.3, Section 10.3, and Section
10.13  hereof, shall, subject to Section 8.3(c), survive the termination of this
Agreement  and  the  other Credit Documents and the payment of the Loans and all
other  Obligations  and,  with  respect  to  any  Lender  or  Issuing  Bank, any
replacement by the Borrower of such Lender pursuant to the terms hereof, in each
case  for  a  period  of  one  (1)  year.

     Section  10.6.     Setoff.  In  addition  to  any  rights  now or hereafter
                        ------
granted  under  applicable  law and not by way of limitation of any such rights,
upon the occurrence of, and throughout the continuance of, any Event of Default,
each  Lender  and  Issuing Bank and each subsequent holder of any Note is hereby
authorized  by  the Borrower at any time or from time to time, without notice to
the Borrower or any other Person, any such notice being hereby expressly waived,
to  set  off  and  to  appropriate and to apply any and all deposits (general or
special,  including,  but not limited to, Indebtedness evidenced by certificates
of  deposit, whether matured or unmatured, but not including trust accounts, and
in  whatever  currency denominated) and any other Indebtedness at any time owing
by  that Lender or that subsequent holder to or for the credit or the account of
the  Borrower,  whether  or  not  matured, against and on account of the due and
unpaid  obligations  and  liabilities  of the Borrower to that Lender or Issuing
Bank  or  that  subsequent  holder  under  the Credit Documents, irrespective of
whether  or not that Lender or Issuing Bank or that subsequent holder shall have
made  any  demand  hereunder.  Each  Lender  or Issuing Bank shall promptly give
notice  to  the  Borrower  of  any  action  taken  by  it  under  this  Section
10.6,provided  that  any  failure  of  such  Lender or Issuing Bank to give such
notice  to  the  Borrower  shall  not  affect the validity of such setoff.  Each
Lender  and  Issuing Bank agrees with each other Lender and Issuing Bank a party
hereto  that  if  such  Lender or Issuing Bank receives and retains any payment,
whether by setoff or application of deposit balances or otherwise, in respect of
the  Loans  or L/C Obligations in excess of its ratable share of payments on all
such  Obligations then owed to the Lenders and Issuing Bank hereunder, then such
Lender  or  Issuing  Bank  shall  purchase  for  cash at face value, but without
recourse,  ratably  from  each of the other Lenders such amount of the Loans and
L/C  Obligations  and  participations  therein held by each such other Lender as
shall  be


                                       66
<PAGE>
necessary  to  cause  such  Lender  or Issuing Bank to share such excess payment
ratably  with all the other Lenders;provided, however, that if any such purchase
is  made  by  any  Lender  or  Issuing  Bank, and if such excess payment or part
thereof is thereafter recovered from such purchasing Lender or Issuing Bank, the
related  purchases  from  the  other  Lenders or Issuing Bank shall be rescinded
ratably and the purchase price restored as to the portion of such excess payment
so  recovered,  but  without  interest.

     Section  10.7.     Notices.  Except  as  otherwise  specified  herein,  all
                        -------
notices  under  the  Credit  Documents  shall  be  in  writing (including cable,
telecopy  or  telex)  and  shall  be  given to a party hereunder at its address,
telecopier  number  or  telex  number  set  forth  below  or such other address,
telecopier  number or telex number as such party may hereafter specify by notice
to the Administrative Agent and the Borrower, given by courier, by United States
certified  or  registered mail, by telegram or by other telecommunication device
capable  of  creating  a written record of such notice and its receipt.  Notices
under the Credit Documents to the Lenders shall be addressed to their respective
addresses,  telecopier  or telex number, or telephone numbers set forth on their
applicable Administrative Questionnaire, and to the Borrower, the Administrative
Agent  and  the  Issuing  Bank  to:

The  Borrower:                         Transocean  Inc.
                                       4  Greenway  Plaza
                                       Houston,  Texas  77046
                                       Attention:  Todd  Kulp
                                       Telephone  No.:  (713)  232-7165
                                       Fax  No.:  (713)  232-7766

With  a  copy  to:
                                       Baker  Botts  LLP
                                       One  Shell  Plaza
                                       Houston,  Texas  77002-4995
                                       Attention:  Stephen  Krebs
                                       Telephone  No.  (713)  229-1467
                                       Fax  No.:  (713)  229-1522

To  the  Administrative  Agent:        SunTrust  Bank
                                       303  Peachtree  Street,  N.  E.
                                       Atlanta,  Georgia  30308
                                       Attention:  Joe  McCreery
                                       Telecopy  Number:  (404)  827-6270


                                       67
<PAGE>
          With  a  copy  to:           SunTrust  Bank
                                       Agency  Services
                                       303 Peachtree Street, N. E./ 25th Floor
                                       Atlanta,  Georgia  30308
                                       Attention:  Ms.  Doris  Folsum
                                       Telecopy  Number:  (404)  658-4906

                                       and

                                       King  &  Spalding  LLP
                                       191  Peachtree  Street,  N.E.
                                       Atlanta,  Georgia  30303
                                       Attention:  Chip  Conrad
                                       Telecopy  Number:  (404)  572-5100

     To  the  Issuing  Bank:           SunTrust  Bank
                                       25  Park  Place,  N.  E./Mail  Code  3706
                                       Atlanta,  Georgia  30303
                                       Attention:  Jon  Conley
                                       Telecopy  Number:  (404)  588-8129

Each such notice, request or other communication shall be effective (i) if given
by  telecopier,  when  such  telecopy  is  transmitted  to the telecopier number
specified  in  this Section 10.7 or pursuant to Section 10.10 and a confirmation
of  receipt  of  such telecopy has been received by the sender, (ii) if given by
courier,  when  delivered,  (iii)  if  given  by  mail, five (5) days after such
communication  is  deposited  in  the  mail, certified or registered with return
receipt  requested,  or  (iv) if given by any other means, when delivered at the
addresses specified in this Section 10.7, or pursuant to Section 10.10; provided
that any notice given pursuant to Article 2 shall be effective only upon receipt
and,  provided  further,  that  any  notice  that  but for this proviso would be
effective  after the close of business on a Business Day or on a day that is not
a  Business  Day  shall  be  effective  at  the  opening of business on the next
Business  Day.

     Section  10.8.     Counterparts.  This  Agreement  may  be  executed in any
                        ------------
number  of  counterparts,  and by the different parties on different counterpart
signature  pages,  each  of which when executed shall be deemed an original, but
all  such  counterparts  taken  together  shall  constitute  one  and  the  same
Agreement.

     Section  10.9.     Successors and Assigns.  This Agreement shall be binding
                        ----------------------
upon  the  Borrower,  each  of the Lenders, the Issuing Bank, the Administrative
Agent,  the Other Agents, and their respective successors and assigns, and shall
inure to the benefit of the Borrower, each of the Lenders, the Issuing Bank, the
Administrative  Agent,  the  Other  Agents,  and their respective successors and
assigns,  including  any  subsequent  holder  of any Note;provided, however, the
Borrower may not assign any of its rights or obligations under this Agreement or
any  other  Credit  Document  without  the  written  consent of all Lenders, the
Issuing  Bank,  the  Administrative  Agent  and  the  Other  Agents,  and  the
Administrative Agent and the Other Agents may not assign any of their respective
rights  or  obligations  under  this  Agreement  or  any  Credit


                                       68
<PAGE>
Document  except  in accordance with Article 9 and no Lender or Issuing Bank may
assign any of its rights or obligations under this Agreement or any other Credit
Document  except  in  accordance with Section 10.10.  Any Lender or Issuing Bank
may  at  any  time  pledge or assign all or any portion of its rights under this
Agreement  and  the  Notes  issued to it (i) to a Federal Reserve Bank to secure
extensions of credit by such Federal Reserve Bank to such Lender, or (ii) in the
case  of  any  Lender that is a fund comprised in whole or in part of commercial
loans,  to  a  trustee  for such fund in support of such Lender's obligations to
such  trustee;provided  that no such pledge or assignment shall release a Lender
or  Issuing  Bank  from  any of its obligations hereunder or substitute any such
Federal  Reserve  Bank or such trustee for such Lender as a party hereto and the
Borrower,  the Administrative Agent and the other Lenders shall continue to deal
solely  with  such  Lender  or  Issuing  Bank  in connection with the rights and
obligations  of  such  Lender  and  Issuing  Bank  under  this  Agreement.

     Section  10.10.     Sales  and  Transfers  of  Borrowing  and  Notes;
                         ------------------------------------------------
Participations  in  Borrowings  and  Notes.
------------------------------------------

     (a)          Any  Lender  may,  upon written notice to the Borrower and the
Administrative  Agent,  at  any  time  sell to one or more commercial banking or
other financial or lending institutions ("Participants") participating interests
in any Commitment of such Lender hereunder, provided that no Lender may sell any
participating interests in any such Commitment hereunder without also selling to
such Participant the appropriate pro rata share of all such Lender's Commitment,
and  provided  further  that  no  Lender  shall  transfer,  grant  or assign any
participation  under  which the Participant shall have rights to vote upon or to
consent  to  any  matter  to  be  decided by the Lenders or the Required Lenders
hereunder  or  under any other Credit Document or to approve any amendment to or
waiver  of this Agreement or any other Credit Document except to the extent such
amendment  or  waiver  would (i) increase the amount of such Lender's Commitment
and  such  increase would affect such Participant, (ii) reduce the principal of,
or  interest  on,  any of such Lender's Borrowings, or any fees or other amounts
payable  to  such  Lender  hereunder  and  such  reduction  would  affect  such
Participant,  (iii)  postpone  any  date  fixed  for  any  scheduled  payment of
principal  of,  or  interest on, any of such Lender's Borrowings, or any fees or
other  amounts  payable  to  such  Lender  hereunder and such postponement would
affect  such  Participant,  or  (iv)  release  any  collateral  security for any
Obligation,  except  as  otherwise specifically provided in any Credit Document.
In  the  event  of  any  such  sale  by a Lender of participating interests to a
Participant, such Lender's obligations under this Agreement to the other parties
to  this  Agreement  shall  remain  unchanged,  such  Lender shall remain solely
responsible  for the performance thereof, such Lender shall remain the holder of
any  such  Note  for  all  purposes  under  this Agreement, the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
such  Lender  shall  retain  the  sole  right  to enforce the obligations of the
Borrower  under  any  Credit  Document.  The  Borrower  agrees  that  if amounts
outstanding under this Agreement and the Notes shall have been declared or shall
have  become  due  and  payable  in  accordance with Section 7.2 or 7.3 upon the
occurrence  of an Event of Default, each Participant shall be deemed to have the
right  of setoff in respect of its participating interest in amounts owing under
this  Agreement  and  any  Note  to  the  same  extent  as  if the amount of its
participating  interest  were  owing  directly  to  it  as  a  Lender under this
Agreement  or  any  Note, provided that such right of setoff shall be subject to
the  obligation  of  such  Participant


                                       69
<PAGE>
to share with the Lenders, and the Lenders agree to share with such Participant,
as  provided  in  Section  10.6.  The Borrower also agrees that each Participant
shall  be  entitled  to  the benefits of and have the obligations under Sections
2.11, 2.15, 3.3 and 8.3 with respect to its participation in the Commitments and
the Borrowings outstanding from time to time, provided that no Participant shall
be  entitled  to  receive  any greater amount pursuant to such Sections than the
transferor  Lender  would have been entitled to receive in respect of the amount
of  the  participation  transferred if no participation had been transferred and
provided,  further,  that  Sections 8.3(c) and 8.6 shall apply to the transferor
Lender  with  respect  to any claim by any Participant pursuant to Section 2.11,
2.15,  3.3  or  8.3 as fully as if such claim was made by such Lender.  Anything
herein  to the contrary notwithstanding, the Borrower shall not, at any time, be
obligated  to  pay to any Lender any sum in excess of the sum the Borrower would
have  been obligated to pay to such Lender hereunder if such Lender had not sold
any  participation  in  its  rights  and obligations under this Agreement or any
other  Credit  Document.

     (b)          Any  Lender  may  at any time sell to (i) any of such Lender's
affiliates  or  to any other Lender or any affiliate thereof that, in each case,
is a commercial banking or other financial or lending institution not subject to
Regulation  T  of the Board of Governors of the Federal Reserve System and, (ii)
with  the  prior  written  consent  of the Administrative Agent and the Borrower
(which shall not be unreasonably withheld or delayed), to one or more commercial
banking  or  other financial or lending institutions not subject to Regulation T
of  the  Board of Governors of the Federal Reserve System (any of (i) or (ii), a
"Purchasing  Lender"),  all or any part of its rights and obligations under this
Agreement and the other Credit Documents, pursuant to an Assignment Agreement in
the  form attached as Exhibit 10.10, executed by such Purchasing Lender and such
                      -------------
transferor  Lender  (and, in the case of a Purchasing Lender which is not then a
Lender  or  an  affiliate thereof, by the Borrower and the Administrative Agent)
and  delivered  to  the  Administrative Agent; provided that each such sale to a
Purchasing  Lender  (other  than  an  existing  Lender)  shall  be in the Dollar
Equivalent  amount  of  $5,000,000  or more, or if in a lesser amount or if as a
result  of  such sale the sum of the unfunded Commitment of such Lender plus the
aggregate  principal amount of such Lender's Loans and participations in Letters
of  Credits  would  be  less  than  the  Dollar  Equivalent amount of $5,000,000
(calculated  as  hereinafter  set  forth),  such  sale  shall  be of all of such
Lender's rights and obligations under this Agreement and all of the other Credit
Documents  payable  to  it  to  one  Purchasing  Lender.  Notwithstanding  the
requirement of the Borrower's consent set forth above, but subject to all of the
other  terms and conditions of this Section 10.10(b), any Lender may sell to one
or  more  commercial  banking  or  other  financial  or lending institutions not
subject to Regulation T of the Board of Governors of the Federal Reserve System,
all  or  any  part  of their rights and obligations under this Agreement and the
other  Credit Documents with only the consent of the Administrative Agent (which
shall not be unreasonably withheld or delayed) if an Event of Default shall have
occurred  and be continuing.  Upon such execution, delivery and acceptance, from
and  after  the  effective  date  of  the  transfer  determined pursuant to such
Assignment  Agreement,  (x)  the  Purchasing  Lender thereunder shall be a party
hereto and, to the extent provided in such Assignment Agreement, have the rights
and  obligations of a Lender hereunder with a Commitment as set forth herein and
(y)  the  transferor  Lender  thereunder  shall,  to the extent provided in such
Assignment  Agreement,  be  released  from  its obligations under this Agreement
(and,  in  the  case  of  an  Assignment Agreement covering all or the remaining
portion  of  a  transferor Lender's rights and obligations under this Agreement,
such  transferor  Lender  shall  cease  to  be a party hereto).  Such Assignment


                                       70
<PAGE>
Agreement shall be deemed to amend this Agreement to the extent, and only to the
extent,  necessary  to  reflect  the  addition of such Purchasing Lender and the
resulting adjustment of Commitments and Percentages arising from the purchase by
such Purchasing Lender of all or a portion of the rights and obligations of such
transferor  Lender  under  this  Agreement,  the  Notes  and  the  other  Credit
Documents.  On  or  prior  to  the  effective  date  of  the transfer determined
pursuant  to  such Assignment Agreement, the Borrower, at its own expense, shall
upon  reasonable notice from the Administrative Agent execute and deliver to the
Administrative  Agent  in  exchange  for  any  surrendered  Note,  a new Note as
appropriate  to  the  order  of such Purchasing Lender in an amount equal to the
Commitments  assumed  by  it  pursuant to such Assignment Agreement, and, if the
transferor  Lender  has retained a Commitment or Borrowing hereunder, a new Note
to  the  order of the transferor Lender in an amount equal to the Commitments or
Borrowings  retained by it hereunder.  Such new Notes shall be dated the Initial
Availability  Date  and  shall  otherwise  be  in the form of the Notes replaced
thereby.  The  Notes  surrendered  by the transferor Lender shall be returned by
the  Administrative  Agent  to  the  Borrower  marked  "cancelled."

     (c)          Upon  its  receipt  of  an  Assignment Agreement executed by a
transferor  Lender  and  a  Purchasing  Lender (and, in the case of a Purchasing
Lender  that is not then a Lender or an affiliate thereof, by the Administrative
Agent  and,  to  the  extent  required  by  Section  10.10(b), by the Borrower),
together  with  payment  by  the  transferor  Lender to the Administrative Agent
hereunder of a registration and processing fee of $1,000 (unless the Borrower is
replacing  such  Lender  pursuant  to  the terms hereof, in which event such fee
shall  be  paid  by  the  Borrower), the Administrative Agent shall (i) promptly
accept such Assignment Agreement, and (ii) on the effective date of the transfer
determined  pursuant  thereto  give notice of such acceptance and recordation to
the  Lenders  and  the Borrower.  The Borrower shall not be responsible for such
registration and processing fee or any costs or expenses incurred by any Lender,
any  Purchasing  Lender  or  the  Administrative  Agent  in connection with such
assignment  except  as  provided  above.

     (d)          If,  pursuant  to  this  Section  10.10  any  interest in this
Agreement  or  any  Loan  or  Note  is  transferred  to  any transferee which is
organized  under  the  laws  of any jurisdiction other than the United States of
America or any State thereof, the transferor Lender shall cause such transferee,
concurrently  with  the  effectiveness of such transfer, (i) to represent to the
transferor  Lender (for the benefit of the transferor Lender, the Administrative
Agent  and the Borrower) that under applicable law and treaties no taxes will be
required  to  be  withheld  by  the  Administrative  Agent,  the Borrower or the
transferor  Lender with respect to any payments to be made to such transferee in
respect  of  the Loans or the L/C Obligations, (ii) to furnish to the transferor
Lender  (and, in the case of any Purchasing Lender, the Administrative Agent and
the  Borrower)  two  duly  completed  and  signed copies of either U.S. Internal
Revenue  Service  Form  W-8 BEN or U.S. Internal Revenue Service Form W-8 ECI or
such  successor  forms  as  shall  be  adopted from time to time by the relevant
United  States taxing authorities (wherein such transferee claims entitlement to
complete  exemption  from  U.S. federal withholding tax on all interest payments
hereunder),  and  (iii)  to agree (for the benefit of the transferor Lender, the
Administrative Agent and the Borrower) to provide the transferor Lender (and, in
the  case  of  any Purchasing Lender, the Administrative Agent and the Borrower)
new  forms as contemplated by Section 3.3(b) upon the expiration or obsolescence
of  any  previously  delivered  form  and  comparable  statements  in


                                       71
<PAGE>
accordance  with  applicable  U.S.  laws  and  regulations  and  amendments duly
executed  and completed by such transferee, and to comply from time to time with
all  applicable  U.S.  laws  and regulations with regard to such withholding tax
exemption.

     (e)          Notwithstanding any other provisions of this Section 10.10, no
transfer  or assignment of the interests of any Lender hereunder or any grant of
participations  therein shall be permitted if such transfer, assignment or grant
would  require  the Borrower to file a registration statement with the SEC or to
qualify  the Loans, the Notes or any other Obligations under the securities laws
of  any  jurisdiction.

     Section  10.11.     Amendments, Waivers and Consents.  Any provision of the
                         --------------------------------
Credit  Documents  may  be  amended or waived if, but only if, such amendment or
waiver  is  in  writing  and  is  signed  by  (a) the Borrower, (b) the Required
Lenders,  and  (c)  if  the  rights or duties of the Administrative Agent or the
Other Agents are affected thereby, the Administrative Agent or the Other Agents,
as  the  case  may  be,provided  that:

          (i)  no  amendment  or  waiver shall (A) increase the Revolving Credit
     Commitment  Amount  without  the  consent  of  all  Lenders or increase any
     Commitment  of  any  Lender  without  the  consent  of  such Lender, or (B)
     postpone  the  Commitment  Termination  Date  or  Maturity Date without the
     consent  of  all  Lenders, or reduce the amount of or postpone the date for
     any  scheduled  payment of any principal of or interest (including, without
     limitation,  any reduction in the rate of interest unless such reduction is
     otherwise  provided  herein)  on any Loan or Reimbursement Obligation or of
     any fee payable hereunder, without the consent of each Lender owed any such
     Obligation,  or  (C)  release  any  Collateral  for  any  Collateralized
     Obligations (other than as provided in accordance with Section 7.4) without
     the  consent  of  all  Lenders;  and

          (ii)  no  amendment  or  waiver  shall,  unless signed by each Lender,
     change  the  provisions of this Section 10.11 or the definition of Required
     Lenders  or  the  number  of  Lenders required to take any action under any
     other  provision  of  the  Credit  Documents.

     Section  10.12.     Headings.  Section  headings used in this Agreement are
                         --------
for  reference  only  and  shall  not affect the construction of this Agreement.

     Section  10.13.     Legal  Fees,  Other  Costs  and  Indemnification.  The
                         ------------------------------------------------
Borrower,  upon demand by the Administrative Agent, agrees to pay the reasonable
fees  and  disbursements  of  legal  counsel  to  the  Administrative  Agent  in
connection  with  the  preparation  and execution of the Credit Documents (which
shall  be  in  an  amount agreed in writing by the Borrower), and any amendment,
waiver  or consent related thereto, whether or not the transactions contemplated
therein  are consummated.  The Borrower further agrees to indemnify each Lender,
Issuing  Bank,  the Administrative Agent, the Other Agents, and their respective
directors,  officers,  employees  and  attorneys (collectively, the "Indemnified
Parties"),  against  all  losses,  claims,  damages,  penalties,  judgments,
liabilities  and  expenses  (including,  without  limitation,  all  reasonable
attorneys'  fees  and  other  reasonable  expenses  of litigation or preparation
therefor,  whether  or  not such Indemnified Party is a party thereto) which any
of  them  may  pay or incur as a result of (a) any action, suit or proceeding by
any  third  party  or  Governmental  Authority  against  such


                                       72
<PAGE>
Indemnified  Party and relating to any Credit Document, the Loans, any Letter of
Credit, or the application or proposed application by any of the Borrower of the
proceeds  of  any Loan or use of any Letter of Credit,REGARDLESS OF WHETHER SUCH
CLAIMS  OR  ACTIONS  ARE  FOUNDED IN WHOLE OR IN PART UPON THE ALLEGED SIMPLE OR
CONTRIBUTORY  NEGLIGENCE  OF  ANY OF THE INDEMNIFIED PARTIES AND/OR ANY OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR ATTORNEYS, (b) any investigation of
any  third party or any Governmental Authority involving any Lender (as a lender
hereunder),  Issuing  Bank,  or the Administrative Agent or the Other Agents (in
such  capacity  hereunder) and related to any use made or proposed to be made by
the  Borrower of the proceeds of any Loan, or use of any Letter of Credit or any
transaction  financed  or  to  be  financed  in  whole  or  in part, directly or
indirectly  with  the  proceeds  of  any  Loan  or Letter of Credit, and (c) any
investigation  of  any  third party or any Governmental Authority, litigation or
proceeding  involving  any  Lender (as a lender hereunder) or the Administrative
Agent  or  the  Other  Agents  (in  such  capacity hereunder) and related to any
environmental  cleanup,  audit,  compliance  or  other  matter  relating  to any
Environmental  Law or the presence of any Hazardous Material (including, without
limitation,  any  losses,  liabilities,  damages,  injuries,  costs, expenses or
claims  asserted  or  arising  under  any Environmental Law) with respect to the
Borrower,  regardless  of  whether  caused  by,  or  within  the control of, the
Borrower;provided,  however,  that  the  Borrower  shall  not  be  obligated  to
indemnify  any  Indemnified  Party  for any of the foregoing arising out of such
Indemnified  Party's  gross  negligence  or  willful  misconduct,  as determined
pursuant  to  a  judgment  of  a court of competent jurisdiction or as expressly
agreed  in  writing by such Indemnified Party.  The Borrower, upon demand by the
Administrative  Agent, the Other Agents or a Lender or Issuing Bank at any time,
shall  reimburse  such  Agent  or such Lender or Issuing Bank for any reasonable
legal  or  other expenses incurred in connection with investigating or defending
against  any  of  the  foregoing,  except  if  the  same  is  excluded  from
indemnification  pursuant  to  the  provisions  of the preceding sentence.  Each
Indemnified  Party  agrees  to contest any indemnified claim if requested by the
Borrower, in a manner reasonably directed by the Borrower, with counsel selected
by  the Indemnified Party and approved by the Borrower, which approval shall not
be  unreasonably  withheld  or  delayed.  Any Indemnified Party that proposes or
intends  to  settle  or  compromise  any  such  indemnified claim shall give the
Borrower written notice of the terms of such settlement or compromise reasonably
in advance of settling or compromising such claim or proceeding and shall obtain
the  Borrower's  prior  written  consent  thereto,  which  consent  shall not be
unreasonably  withheld  or delayed;provided that the Indemnified Party shall not
be  restricted  from  settling or compromising any such claim if the Indemnified
Party  waives  its right to indemnity from the Borrower in respect of such claim
and  such  settlement  or compromise does not materially increase the Borrower's
liability  pursuant  to  this  Section  10.13  to  any  related  party  of  such
Indemnified  Party.

     Section  10.14.     Governing  Law;  Submission  to Jurisdiction; Waiver of
                         -------------------------------------------------------
Jury  Trial.
-----------
     (A)     THIS  AGREEMENT  AND THE OTHER CREDIT DOCUMENTS, AND THE RIGHTS AND
DUTIES  OF  THE  PARTIES  THERETO,  SHALL  BE  CONSTRUED  IN ACCORDANCE WITH AND
GOVERNED  BY  THE  INTERNAL  LAWS  OF  THE  STATE  OF  NEW  YORK.


                                       73
<PAGE>
     (B)  TO  THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO
AGREE  THAT  ANY  LITIGATION  BASED  HEREON,  OR  ARISING  OUT  OF, UNDER, OR IN
CONNECTION  WITH,  THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF
CONDUCT,  COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
THE  ADMINISTRATIVE  AGENT,  THE OTHER AGENTS, THE LENDERS, THE ISSUING BANK, OR
THE  BORROWER  MAY  BE  BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW
YORK SITTING IN THE BOROUGH OF MANHATTAN OR THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  THE  BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF  THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR
THE  SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH  ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN  CONNECTION  WITH SUCH LITIGATION. THE BORROWER HEREBY IRREVOCABLY DESIGNATES
CT  CORPORATION  SYSTEM,  111  8TH  AVENUE,  NEW  YORK,  NEW  YORK 10011, AS THE
DESIGNEE,  APPOINTEE  AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON BEHALF OF
THE  BORROWER,  SERVICE  OF  PROCESS IN SUCH JURISDICTION IN ANY LEGAL ACTION OR
PROCEEDING  WITH  RESPECT  HERETO. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW,  THE  BORROWER  FURTHER  IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS, BY
REGISTERED  MAIL,  POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE
STATE  OF  NEW  YORK.  TO  THE  FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE
OR  HEREAFTER  MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT  IN  AN  INCONVENIENT  FORUM.  TO  THE  EXTENT  THAT THE BORROWER HAS OR
HEREAFTER  MAY  ACQUIRE  ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL  PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT  IN  AID  OF  EXECUTION  OR  OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE  LAW,  SUCH  IMMUNITY  IN  RESPECT  OF ITS OBLIGATIONS UNDER THIS
AGREEMENT  AND  THE  OTHER  CREDIT  DOCUMENTS.

     (C)     TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE LAW, EACH PARTY
HERETO  WAIVES  ANY  RIGHT  TO  A  TRIAL  BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE  OR  DEFEND  ANY  RIGHTS  UNDER  THIS  AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR  WHICH  MAY IN THE FUTURE BE
DELIVERED  IN  CONNECTION  HEREWITH  OR  ARISING  FROM  ANY BANKING RELATIONSHIP


                                       74
<PAGE>
EXISTING  IN  CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING  SHALL  BE  TRIED  BEFORE  A  COURT  AND  NOT  BEFORE  A  JURY.

     (D)     EACH  PARTY  TO  THIS  AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS  IN  THE  MANNER  PROVIDED FOR NOTICES IN SECTION 10.7.  NOTHING IN THIS
AGREEMENT  WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  APPLICABLE  LAW.

     Section  10.15.     Confidentiality.  Each  of the Agents, Issuing Bank and
                         ---------------
Lenders  agree  to  maintain  the confidentiality of the Information (as defined
below),  except  that  Information  may  be  disclosed  (i)  to their respective
affiliates  and  to  prospective  Purchasing  Lenders and Participants and their
respective  directors,  officers,  employees  and agents, including accountants,
legal  counsel  and  other  advisors  who have reason to use such Information in
connection  with  the  evaluation  of  the  transactions  contemplated  by  this
Agreement  (subject  to  similar  confidentiality provisions as provided herein)
solely for purposes of evaluating such Information, (ii) to the extent requested
by  any  regulatory authority, (iii) to the extent required by applicable law or
regulation  or by any subpoena or similar legal process, (iv) in connection with
the  exercise  of  any  remedies  hereunder  or any proceedings relating to this
Agreement  or  the other Credit Documents, (v) with the consent of the Borrower,
or (vi) to the extent such Information (x) becomes publicly available other than
as  a  result  of  a breach of this Section 10.15, or (y) becomes available on a
non-confidential  basis from a source other than the Borrower or its affiliates,
or  the  Lenders  or their respective affiliates, excluding any Information from
such  source which, to the actual knowledge of the Agent, Issuing Bank or Lender
receiving  such Information, has been disclosed by such source in violation of a
duty  of  confidentiality  to  the Borrower.  For purposes hereof, "Information"
means  all information received by the Lenders from the Borrower relating to the
Borrower  or  its business, other than any such information that is available to
the  Lenders  on  a  non-confidential basis prior to disclosure by the Borrower,
excluding  any  Information  from a source which, to the actual knowledge of the
Agent,  Issuing Bank or Lender receiving such Information, has been disclosed by
such  source  in  violation  of  a duty of confidentiality to the Borrower.  The
Lenders  shall  be considered to have complied with their respective obligations
if  they  have exercised the same degree of care to maintain the confidentiality
of  such  Information  as  they  would  accord  their  own  confidential
information.Notwithstanding  anything  herein to the contrary, any party to this
Agreement (and any employee, representative, or other agent of any party to this
Agreement)  may disclose to any and all persons, without limitation of any kind,
the  tax  treatment  and  tax structure of the transactions contemplated by this
Agreement  and  all  materials  of  any  kind  (including  opinions or other tax
analyses)  that  are  provided  to  it  relating  to  such tax treatment and tax
structure.However,  any  such  information  relating to the tax treatment or tax
structure  is required to be kept confidential to the extent necessary to comply
with  any  applicable  federal  or  state  securities  laws.

     Section 10.16.     Effectiveness.  This Agreement shall become effective on
                        -------------
the date (the "Effective Date") on which the Borrower, the Administrative Agent,
and  each  Lender  have  signed  and  delivered  to  the  Administrative Agent a
counterparty  signature  page  hereto  (including


                                       75
<PAGE>
by facsimile or other electronic means) or the Administrative Agent has received
a  facsimile  notice  that  such a counterpart has been signed and mailed to the
Administrative  Agent.

     Section  10.17.     Severability.  Any  provision of this Agreement that is
                         ------------
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the  extent of such prohibition or unenforceability without
invalidating  the  remaining  provisions  hereof,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     Section  10.18.     Currency Conversion.  All payments of Obligations under
                         -------------------
this Agreement, the Notes or any other Credit Document shall be made in Dollars,
except for Loans funded, or Reimbursement Obligations with respect to Letters of
Credit issued, in Euros, Pounds, Australian Dollars, Canadian Dollars, Singapore
Dollars  or  Kroner,  which  shall be repaid, including interest thereon, in the
applicable  currency.  If any payment of any Obligation, whether through payment
by  the  Borrower or the proceeds of any collateral, shall be made in a currency
other  than the currency required hereunder, such amount shall be converted into
the currency required hereunder at the current market spot rate for the purchase
of  the  currency  required hereunder with the currency in which such obligation
was  paid, as quoted by the Lender who is the Administrative Agent in accordance
with  the  methods  customarily  used by such Lender for such purposes as of the
time  of  such  determination.  The  parties hereto hereby agree, to the fullest
extent that they may effectively do so under applicable law, that (i) if for the
purposes of obtaining any judgment or award it becomes necessary to convert from
any  currency  other  than  the  currency  required  hereunder into the currency
required  hereunder  any  amount  in  connection  with the Obligations, then the
conversion shall be made as provided above on the Business Day before the day on
which  the  judgment or award is given, (ii) in the event that there is a change
in  the  rate  of exchange prevailing between the Business Day before the day on
which  the judgment or award is given and the date of payment, the Borrower will
pay to the Administrative Agent, for the benefit of the Lenders, such additional
amounts (if any) as may be necessary, and the Administrative Agent, on behalf of
the  Lenders,  will  pay  to the Borrower such excess amounts (if any) as result
from such change in the rate of exchange, to assure that the amount paid on such
date  is  the amount in such other currency, which when converted at the rate of
exchange  described herein on the date of payment, is the amount then due in the
currency  required  hereunder,  and (iii) any amount due from the Borrower under
this  Section 10.18 shall be due as a separate debt and shall not be affected by
judgment  or  award  being obtained for any other sum due.  For the avoidance of
doubt,  the  parties  affirm and agree that neither the fixing of the conversion
rate  of  Pounds or Kroners against the Euro as a single currency, in accordance
with  the  applicable  treaties establishing the European Economic Community and
the  European  Union,  as the case may be, in each case, as amended from time to
time,  nor the conversion of the Obligations under this Agreement from Pounds or
Kroners  into  Euros  will be a reason for early termination or revision of this
Agreement  or  prepayment  of  any amount due under this Agreement or create any
liability  of  any party towards any other party for any direct or consequential
loss  arising  from  any of these events.  As of the date that Pounds or Kroners
are  no  longer the lawful currency of the United Kingdom or Norway, as the case
may be, all funding and payment Obligations to be made in such affected currency
under  this  Agreement  shall  be  satisfied  in  Euros.  If, in relation to the
currency  of  any member state of the European Union that adopts the Euro as its
lawful  currency,  the  basis  of  accrual  of  interest  expressed  in  this


                                       76
<PAGE>
Agreement  in respect of that currency shall be inconsistent with any convention
or  practice in the London interbank market for the basis of accrual of interest
in  respect  of  the  Euro,  such  expressed  basis  shall  be  replaced by such
convention  or  practice  with  effect  from the date on which such member state
adopts  the  Euro  as  its lawful currency;provided that if any Borrowing in the
currency  of  such  member  state is outstanding immediately prior to such date,
such  replacement  shall take effect, with respect to such Borrowing, at the end
of  the  then  current  Interest  Period.

     Section  10.19.     Exchange  Rates.
                         ---------------
     (a)     Determination  of Exchange Rates.  Not later than 2:00 p.m. on each
             --------------------------------
Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate
as  of  such Calculation Date with respect to Euros, Pounds, Australian Dollars,
Canadian  Dollars, Singapore Dollars and Kroner, and (ii) give notice thereof to
the  Lenders  and  the  Borrower.  The Exchange Rates so determined shall become
effective  on  the  first  Business  Day  immediately  following  the  relevant
Calculation  Date  (a  "Reset  Date"),  shall  remain  effective  until the next
succeeding  Reset Date, and shall for all purposes of this Agreement (other than
Section  10.18  or  any other provision expressly requiring the use of a current
Exchange  Rate)  be  the  Exchange  Rates  employed  in  determining  the Dollar
Equivalent  of  any  amounts  of  Euros,  Pounds,  Australian  Dollars, Canadian
Dollars,  Singapore  Dollars  or  Kroner.

     (b)     Notice  of Foreign Currency Loans and Letters of Credit.  Not later
             -------------------------------------------------------
than 5:00 p.m. on each Reset Date and each date on which Loans and/or Letters of
Credit  denominated  in  Euros,  Pounds,  Australian  Dollars, Canadian Dollars,
Singapore  Dollars  and/or  Kroner  are made or issued, the Administrative Agent
shall  (i) determine the Dollar Equivalent of the aggregate principal amounts of
the  Loans  and  L/C  Obligations  denominated  in such currencies (after giving
effect  to  any  Loans  and/or  Letters of Credit denominated in such currencies
being  made,  issued,  repaid,  or  cancelled or reduced on such date), and (ii)
notify  the  Lenders  and  the  Borrower  of  the results of such determination.

     Section  10.20.     Change  in  Accounting  Principles,  Fiscal Year or Tax
                         -------------------------------------------------------
Laws.  If  (i)  any  change  in  accounting  principles  from  those used in the
----
preparation  of  the financial statements of the Borrower referred to in Section
5.9  is  hereafter  occasioned  by  the  promulgation  of  rules,  regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board  or  the  American  Institute  of Certified Public Accounts (or successors
thereto  or agencies with similar functions), and such change materially affects
the  calculation  of  any  component of any financial covenant, standard or term
found  in  this  Agreement,  or  (ii)  there  is a material change in federal or
foreign  tax  laws  which  materially  affects  any  of  the  Borrower  and  its
Subsidiaries' ability to comply with the financial covenants, standards or terms
found  in  this  Agreement,  the  Borrower  and  the Lenders agree to enter into
negotiations  in  order  to  amend  such  provisions  (with the agreement of the
Required  Lenders or, if required by Section 10.11, all of the Lenders) so as to
equitably  reflect  such  changes  with the desired result that the criteria for
evaluating any of the Borrower's and its Subsidiaries' financial condition shall
be the same after such changes as if such changes had not been made.  Unless and
until  such  provisions  have  been so amended, the provisions of this Agreement
shall  govern.


                                       77
<PAGE>

     Section  10.21.     Final  Agreement.  The  Credit Documents constitute the
                         ----------------
entire  understanding  among  the Credit Parties, the Lenders, the Issuing Bank,
and  the  Administrative  Agent  and  supersede  all  earlier or contemporaneous
agreements, whether written or oral, concerning the subject matter of the Credit
Documents.THIS  WRITTEN  AGREEMENT  TOGETHER  WITH  THE  OTHER  CREDIT DOCUMENTS
REPRESENTS  THE  FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY  EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.

     Section  10.22.     Officer's  Certificates.  It  is  not intended that any
                         -----------------------
certificate of any officer of the Borrower delivered to the Administrative Agent
or  any  Lender  pursuant  to  this  Agreement  shall  give rise to any personal
liability  on  the  part  of  such  officer.

     Section  10.23.     Effect  of Inclusion of Exceptions.  It is not intended
                         ----------------------------------
that  the specification of any exception to any covenant herein shall imply that
the  excepted  matter  would, but for such exception, be prohibited or required.


                                       78
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed and delivered by their duly authorized officers as of the day and
year  first  above  written.




                                   BORROWER:
                                   --------

                                   TRANSOCEAN  INC.,
                                   a  Cayman  Islands  company


                                   By:    /s/ C. Todd Kulp
                                          ----------------------------
                                   Name:  C. Todd Kulp
                                   Title: Vice President and Treasurer



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   SUNTRUST  BANK,
                                   As  Administrative  Agent,  Issuing  Bank,
                                   and  a  Lender


                                   By:     /s/ Joseph M. McCreery
                                           ----------------------------
                                   Name:   Joseph M. McCreery
                                   Title:  Vice President



COMMITMENT  AMOUNT:          $70,000,000

PERCENTAGE:                  8.75%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>

                                   CITIBANK,  N.A.,
                                   As  a  Co-Syndication  Agent  and  a  Lender


                                   By:     /s/ Charles R. Delamater
                                           ----------------------------
                                   Name:   Charles R. Delamater
                                   Title:  Managing Director
                                           Senior Credit Officer



COMMITMENT  AMOUNT:          $70,000,000

PERCENTAGE:                  8.75%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   BANK  OF  AMERICA,  N.A.,
                                   As  a  Co-Syndication  Agent  and  a  Lender


                                   By:     /s/ Claire Liu
                                           ----------------------------
                                   Name:   Claire Liu
                                   Title:  Managing Director



COMMITMENT  AMOUNT:          $65,000,000

PERCENTAGE:                  8.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   THE  ROYAL  BANK  OF  SCOTLAND  PLC,
                                   As  a  Co-Documentation  Agent  and  a Lender


                                   By:     /s/ Matthew J. Main
                                           ----------------------------
                                   Name:   Matthew J. Main
                                   Title:  Senior Vice President



COMMITMENT  AMOUNT:          $65,000,000

PERCENTAGE:                  8.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   BANK  ONE,  NA,
                                   As  a  Co-Documentation  Agent  and  a Lender


                                   By:     /s/ Helen A. Carr
                                           ----------------------------
                                   Name:   Helen A. Carr
                                   Title:  First Vice President



COMMITMENT  AMOUNT:          $65,000,000

PERCENTAGE:                  8.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   UBS  LOAN  FINANCE  LLC,
                                   As  a  Managing  Agent  and  a  Lender


                                   By:     /s/ Patricia O'Kicki
                                           ----------------------------
                                   Name:   Patricia O'Kicki
                                   Title:  Director


                                   By:     /s/ Wilfred Saint
                                           ----------------------------
                                   Name:   Wilfred Saint
                                   Title:  Associate Director



COMMITMENT  AMOUNT:          $60,000,000

PERCENTAGE:                  7.5%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   WELLS  FARGO  BANK,
                                   N.A.,
                                   As  a  Managing  Agent  and  a  Lender


                                   By:     /s/ Eric R. Hollingsworth
                                           ----------------------------
                                   Name:   Eric R. Hollingsworth
                                   Title:  Vice President


COMMITMENT  AMOUNT:          $60,000,000

PERCENTAGE:                  7.5%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   THE  BANK  OF  NEW  YORK
                                   As  a  Co-Agent  and  a  Lender


                                   By:     /s/ Raymond J. Palmer
                                           ----------------------------
                                   Name:   Raymond J. Palmer
                                   Title:  Vice President



COMMITMENT  AMOUNT:          $50,000,000

PERCENTAGE:                  6.25%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   DEN  NORSKE  BANK  ASA,
                                   As  a  Co-Agent  and  a  Lender


                                   By:     /s/ Barbara Gronquist
                                           ----------------------------
                                   Name:   Barbara Gronquist
                                   Title:  Senior Vice President


                                   By:     /s/ Berit L. Henriksen
                                           ----------------------------
                                   Name:   Berit L. Henriksen
                                   Title:  Executive Vice President
                                           and General Manager


COMMITMENT  AMOUNT:          $50,000,000

PERCENTAGE:                  6.25%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   HSBC  BANK  USA,
                                   As  a  Co-Agent  and  a  Lender


                                   By:     /s/ George Linhart #9429
                                           ----------------------------
                                   Name:   George Linhart #9429
                                   Title:  First Vice President


COMMITMENT  AMOUNT:          $50,000,000

PERCENTAGE:                  6.25%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   THE  BANK  OF  NOVA  SCOTIA,
                                   As  a  Lender


                                   By:     /s/ N. Bell
                                           ----------------------------
                                   Name:   N. Bell
                                   Title:  Senior Manager



COMMITMENT  AMOUNT:          $30,000,000

PERCENTAGE:                  3.75%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   THE  BANK  OF  TOKYO-MITSUBISHI,  LTD.
                                   As  a  Lender


                                   By:     /s/ Donald W. Herrick, Jr.
                                           ----------------------------
                                   Name:   Donald W. Herrick, Jr.
                                   Title:  Vice President



COMMITMENT  AMOUNT:          $30,000,000

PERCENTAGE:                  3.75%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   ABN  AMRO  BANK,  N.V.,
                                   As  a  Lender


                                   By:     /s/ Frank R. Russo, Jr.
                                           ----------------------------
                                   Name:   Frank R. Russo, Jr.
                                   Title:  Vice President


                                   By:     /s/ Quandra L. Kelley
                                           ----------------------------
                                   Name:   Quandra L. Kelley
                                   Title:  Assistant Vice President

COMMITMENT  AMOUNT:          $25,000,000

PERCENTAGE:                  3.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   WILLIAM  STREET  CREDIT
                                   CORPORATION,
                                   As  a  Lender


                                   By:     /s/ Jennifer M. Hill
                                           ----------------------------------
                                   Name:   Jennifer M. Hill
                                   Title:  Vice President and Chief Financial
                                           Officer


COMMITMENT  AMOUNT:          $25,000,000

PERCENTAGE:                  3.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   MORGAN  STANLEY  BANK
                                   As  a  Lender


                                   By:     /s/ Jaap L. Tonckens
                                           ----------------------------------
                                   Name:   Jaap L. Tonckens
                                   Title:  Vice President


COMMITMENT  AMOUNT:          $25,000,000

PERCENTAGE:                  3.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   SUMITOMO  MITSUI  BANKING
                                   CORPORATION,
                                   As  a  Lender


                                   By:     /s/ Leo E. Pagarigan
                                           ----------------------------------
                                   Name:   Leo E. Pagarigan
                                   Title:  Senior Vice President


COMMITMENT  AMOUNT:          $25,000,000

PERCENTAGE:                  3.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   CREDIT  SUISSE  FIRST  BOSTON,
                                   As  a  Lender


                                   By:     /s/ James P. Moran
                                           ----------------------------------
                                   Name:   James P. Moran
                                   Title:  Director

                                   By:     /s/ Denise L. Alvarez
                                           ----------------------------------
                                   Name:   Denise L. Alvarez
                                   Title:  Associate



COMMITMENT  AMOUNT:          $25,000,000

PERCENTAGE:                  3.125%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>
                                   SOUTHWEST  BANK  OF  TEXAS,
                                   As  a  Lender


                                   By:     /s/ Carmen Dunmire
                                           ----------------------------------
                                   Name:   Carmen Dunmire
                                   Title:  Senior Vice President



COMMITMENT  AMOUNT:          $10,000,000

PERCENTAGE:                  1.25%



                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]


<PAGE>