$300,000,000.00

CREDIT AGREEMENT

Among

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

as Borrowers,

THE LENDERS NAMED IN THIS CREDIT AGREEMENT

as Lenders, and

BANK ONE, NA

as Administrative Agent,

with

BANC ONE CAPITAL MARKETS, INC.,

as Arranger,

CREDIT LYONNAIS NEW YORK BRANCH

as Syndication Agent,

and

WELLS FARGO BANK (TEXAS), N.A.

as Documentation Agent


December 30, 1999




TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01. Certain Defined Terms	1
Section 1.02. Computation of Time Periods	24
Section 1.03. Accounting Terms	24
Section 1.04. Classes and Types of Advances	25
Section 1.05. Miscellaneous	25
ARTICLE II
THE ADVANCES
Section 2.01. The Advances	25
Section 2.02. Method of Borrowing	27
Section 2.03. Fees	30
Section 2.04. Reduction of the Commitments	31
Section 2.05. Repayment	31
Section 2.06. Interest	31
Section 2.07. Prepayments	33
Section 2.08. Funding Losses	35
Section 2.09. Increased Costs	35
Section 2.10. Payments and Computations	36
Section 2.11. Taxes	37
Section 2.12. Sharing of Payments, Etc.	39
Section 2.13. Lender Replacement	40
Section 2.14. Applicable Lending Offices	41
Section 2.15. Letters of Credit	41
ARTICLE III
CONDITIONS OF LENDING
Section 3.01. Conditions Precedent to Initial Advances	45
Section 3.02. Conditions Precedent to Each Borrowing	49
Section 3.03. Determinations Under Section 3.01	49
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Corporate Existence; Subsidiaries	50
Section 4.02. Corporate Power	50
Section 4.03. Authorization and Approvals	50
Section 4.04. Enforceable Obligations	50
Section 4.05. Financial Statements	51
Section 4.06. True and Complete Disclosure	51
Section 4.07. Litigation	51
Section 4.08. Use of Proceeds	51
Section 4.09. Investment Company Act	52
Section 4.10. Public Utility Holding Company Act	52
Section 4.11. Taxes	52
Section 4.12. Pension Plans	52
Section 4.13. Condition of Property; Casualties	53
Section 4.14. Insurance	53
Section 4.15. No Burdensome Restrictions; No Defaults	53
Section 4.16. Environmental Condition	53
Section 4.17. Title to Property, Etc.	54
Section 4.18. Security Interests	54
Section 4.19. Subsidiaries; Corporate Structure	55
Section 4.20. Year 2000 Compliance	55
Section 4.21. Citizenship	55
ARTICLE V
AFFIRMATIVE COVENANTS
Section 5.01. Compliance with Laws, Etc.	55
Section 5.02. Maintenance of Insurance	56
Section 5.03. Preservation of Corporate Existence, Etc.	56
Section 5.04. Payment of Taxes, Etc.	56
Section 5.05. Reporting Requirements	57
Section 5.06. Maintenance of Property	59
Section 5.07. Inspection	59
Section 5.08. Use of Proceeds	59
Section 5.09. Nature of Business	59
Section 5.10. New Subsidiaries	60
Section 5.11. New Vessels	61
Section 5.12. Rate Hedging Agreements	61
Section 5.13. Post Closing Collateral	61
ARTICLE VI
NEGATIVE COVENANTS
Section 6.01. Liens, Etc	62
Section 6.02. Debts, Guaranties and Other Obligations	64
Section 6.03. Merger or Consolidation; Asset Sales	65
Section 6.04. Investments	66
Section 6.05. Transactions With Affiliates	66
Section 6.06. Compliance with ERISA	67
Section 6.07. Restricted Payments	67
Section 6.08. Maintenance of Ownership of Subsidiaries	67
Section 6.09. Agreements Restricting Liens and Distributions	67
Section 6.10. Leverage Ratio	67
Section 6.11. Minimum Net Worth	67
Section 6.12. Minimum Fixed Charge Coverage Ratio	68
Section 6.13. Capital Expenditures	68
ARTICLE VII
REMEDIES
Section 7.01. Events of Default	69
Section 7.02. Optional Acceleration of Maturity	71
Section 7.03. Automatic Acceleration of Maturity	71
Section 7.04. Non-exclusivity of Remedies	72
Section 7.05. Right of Set-off	72
ARTICLE VIII
THE ADMINISTRATIVE AGENT AND THE ISSUING BANK
Section 8.01. Appointment; Nature of Relationship	72
Section 8.02. Powers	73
Section 8.03. General Immunity	73
Section 8.04. No Responsibility for Loans, Recitals, etc.	73
Section 8.05. Action on Instructions of Lenders	73
Section 8.06. Employment of Agents and Counsel	74
Section 8.07. Reliance on Documents; Counsel	74
Section 8.08. Reimbursement and Indemnification	74
Section 8.09. Notice of Default	75
Section 8.10. Rights as a Lender	75
Section 8.11. Lender Credit Decision	75
Section 8.12. Successor Administrative Agent and Issuing Bank	75
Section 8.13. Other Titles	76
ARTICLE IX
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
Section 9.01. Successors and Assigns	76
Section 9.02. Participations	77
Section 9.03. Assignments	77
Section 9.04. Dissemination of Information	78
Section 9.05. Tax Treatment	78
ARTICLE X
MISCELLANEOUS
Section 10.01. Amendments, Etc.	79
Section 10.02. Notices, Etc.	79
Section 10.03. No Waiver; Remedies	79
Section 10.04. Costs and Expenses	80
Section 10.05. Binding Effect	80
Section 10.06. Indemnification	80
Section 10.07. Execution in Counterparts	81
Section 10.08. Survival of Representations, etc.	81
Section 10.09. Severability	81
Section 10.10. Usury Not Intended	81
Section 10.11. Judgment Currency	82
Section 10.12. Forbearance Agreements	82
Section 10.13. Governing Law.	82
Section 10.14. Consent to Jurisdiction; Process Agent	83
Section 10.15. Waiver of Jury	83



EXHIBITS:

Exhibit A		-	Form of Assignment and Acceptance
Exhibit B		-	Form of Compliance Certificate
Exhibit C		-	Form of Guaranty
Exhibit D		-	Form of Mortgage
Exhibit E		-	Form of Notice of Borrowing
Exhibit F		-	Form of Notice of Conversion or Continuation
Exhibit G		-	Form of Pledge Agreement
Exhibit H		-	Form of Revolving Note
Exhibit I		-	Form of Security Agreement
Exhibit J		-	Form of Swingline Note
Exhibit K		-	Form of Term Note
Exhibit L		-	Form of Request for Issuance of Letter of
Credit
Exhibit M		-	Form of the Borrowers' Outside Counsel
Opinion

SCHEDULES:

Schedule 1		-	Notice Information for Lenders
Schedule 1.01(a)	-	Existing Letters of Credit
Schedule 1.01(b)	-	Permitted Bonds Obligations
Schedule 3.01(a)(iv)	-	List of Guaranties
Schedule 3.01(a)(v)	-	List of Pledge Agreements
Schedule 4.16		-	Environmental Disclosures
Schedule 4.19		-	Subsidiaries/Corporate Structure
Schedule 5.13		-	Mortgaged Real Estate and Mortgaged
Vessels
Schedule 6.01		-	Existing Liens
Schedule 6.02		-	Existing Debt


CREDIT AGREEMENT


	This Credit Agreement dated as of December 30, 1999 is among
(a) Global Industries, Ltd., a Louisiana corporation (the
"Company"), and Global Offshore Mexico, S. de R.L. de C.V., a
Mexican sociedad de responsabilidad limitada de capital variable
(the "Mexican Borrower" and, together with the Company, the
"Borrowers"), (b) the Lenders (as defined below), and (c) Bank
One, NA, as Administrative Agent (as defined below) for the
Lenders.

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


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

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

	"Acceptable Security Interest" in any Property means a Lien
(a) which exists in favor of the Administrative Agent for the
benefit of the Lenders; (b) which is superior to all other Liens
except Liens Permitted under Section 6.01(b)-(k); (c) which
secures the Obligations of (i) in the case of Global Collateral,
the Loan Parties other than the Mexican Subsidiaries and (ii) in
the case of Mexican Collateral, the Mexican Subsidiaries; and (d)
which is perfected and enforceable against all Persons in
preference to any rights of any Person therein (other than rights
in respect of Liens permitted under Section 6.01(b)-(k)).

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

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

	"Affiliate" of any Person means any other Person that,
directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such
Person or any Subsidiary of such Person.  The term "control"
(including the terms "controlled by" or "under common control
with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies
of a Person, whether through ownership of a Control Percentage,
by contract or otherwise.

	"Agreement" means this Credit Agreement dated as of December
30, 1999 among the Borrowers, the Lenders, and the Administrative
Agent, as it may be amended or modified and in effect from time
to time.

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

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

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

Revolving Advances, Term Advances,
Revolving Commitments, and Letters of Credit




                    LEVEL I    LEVEL II    LEVEL III   LEVEL IV   LEVEL V

Eurodollar
Advances and
Letters of
Credit that
are Financial
Letters of
Credit or
commercial
Letters of
Credit                2.75%       2.50%        2.25%      2.00%     1.75%

Base Rate
Advances              1.50%       1.25%        1.00%      0.75%     0.50%

Revolving
Commitment
Fee                  0.625%       0.50%        0.50%      0.50%    0.375%

Letters of
Credit that
are
Performance
Letters of
Credit                2.00%       1.75%        1.50%      1.25%     1.00%

	"Arranger" means Banc One Capital Markets, Inc.

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

	"Bank One" means Bank One, NA.

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

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

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

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

	"Capital Expenditures" means, without duplication, any
expenditures for any purchase or other acquisition of any asset
which would be classified as a fixed asset on a consolidated
balance sheet of the Company and its Subsidiaries prepared in
accordance with GAAP.

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

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

	"Carlyss Facility Bonds" means the Lake Charles Harbor and
Terminal District Port Improvement Revenue Bonds in an amount
approximately equal to $28,000,000.00 issued to finance the
construction of a deepwater support facility and pipebase near
Carlyss, Louisiana.

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

	"Casualty Event" means, with respect to any Mortgaged
Vessel, any loss or damage to, or any condemnation or taking of,
such Mortgaged Vessel for which such Person receives, anticipates
recovering or has filed a claim for insurance or a condemnation
award.

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

	"Change in Control" means (a) the direct or indirect
acquisition after the Closing Date by any person (as such term is
used in Section 13(d) and Section 14(d)(2) of the Securities
Exchange Act of 1934), or related persons constituting a group
(as such term is used in Rule 13d-5 under the Securities Exchange
Act of 1934) other than a Permitted Holder (as defined below), of
beneficial ownership of issued and outstanding shares of voting
stock of the Company, the result of which acquisition is that
such person or such group possesses in excess of 50% of the
combined voting power of all then-issued and outstanding voting
stock of the Company or (b) during any period of 12 consecutive
months, beginning with and after the Closing Date, individuals
who at the beginning of such 12-month period were directors of
the Company (together with new directors elected by, or nominated
for election by, such directors or directors elected under this
parenthetical clause) shall cease for any reason to constitute a
majority of the board of directors of the Company at any time
during such period.  A "Permitted Holder" is (i) William Dore',
(ii) any trust, corporation, partnership or other entity, 80% or
more of the controlling interest of which is held by William
Dore', and (iii) any Person related to William Dore' or to his
spouse either as a direct-line descendant or ancestor or as a
relative with ancestors in common (adopted persons shall be
considered the natural born children of their adoptive parents),
in each case to whom such individual has transferred capital
stock of the Borrower.

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

	"Closing Date" means December 30, 1999.

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

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

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

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

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

	(a)	Consolidated Net Income for such period plus

	(b)	to the extent deducted in determining Consolidated Net
Income, (i) Consolidated Interest Expense, (ii) foreign, federal,
state, and local taxes net of credits, (iii) depreciation
expense, (iv) amortization expense, (v) extraordinary losses, net
of related income taxes, (vi) in the case of the Company and its
Subsidiaries, legal, accounting, underwriting, and other fees and
expenses incurred in connection with this Agreement, (vii) losses
in the equity of the Company's former unconsolidated subsidiary,
CCC Fabricaciones y Construcciones S.A. de C.V., and (viii) costs
directly related to the attempt by the Company to acquire ETPM,
S.A. (including any liquidated damages in respect thereof), minus

	(c)	to the extent included in determining Consolidated Net
Income, extraordinary gains, net of related income taxes, all
determined in accordance with GAAP.

The following adjustments shall be made to Consolidated EBITDA of
the Company and its Subsidiaries for the four quarter periods
ending December 31, 1999 and March 31, 2000:

	(i)	for the four quarter period ending December 31,
1999, the Consolidated EBITDA attributable to the Mexican
Subsidiaries for the six-month period then ending shall be
multiplied by two; and

	(ii)	for the four quarter period ending March 31, 2000,
the Consolidated EBITDA attributable to the Mexican
Subsidiaries for the nine-month period then ending shall be
multiplied by 4/3.

	"Consolidated Fixed Charges" means, for the Company and its
Subsidiaries calculated on a consolidated basis for any period,
without duplication, the sum of (a) Consolidated Interest
Expense, (b) scheduled principal payments on Consolidated Funded
Debt, (c) Consolidated Rentals, (d) cash taxes paid net of any
tax refunds, and (e) cash dividends and stock repurchases (other
than stock repurchases made in the ordinary course of business in
connection with any employee benefit or option plan) made for
such period, all determined in accordance with GAAP.

	"Consolidated Funded Debt" means, at any time for the
Company and its Subsidiaries calculated on a consolidated basis,
(a) Funded Debt of the Company and its Subsidiaries at such time
minus (b) any unrestricted cash balances of the Company and the
Guarantors in excess of an aggregate of $20,000,000.00 deposited
with Lenders or held in an escrow or similar account as of such
time, all determined in accordance with GAAP.

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

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

	"Consolidated Net Worth" means, for the Company and its
Subsidiaries calculated on a consolidated basis at any time, (a)
all amounts which would be included under shareholders' equity
plus (b) any deductions made for foreign currency translation
adjustments since September 30, 1999 minus (c) any additions made
for foreign currency translation adjustments since September 30,
1999, all as determined in accordance with GAAP.

	"Consolidated Rentals" means, for the Company and its
Subsidiaries calculated on a consolidated basis for any period,
all amounts payable under any Operating Leases for such period,
as determined in accordance with GAAP.

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

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

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

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

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

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

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

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

	(a)	indebtedness of such Person for borrowed money;

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

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

	(d)	Capitalized Lease Obligations;

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

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

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

	(h)	Synthetic Lease Obligations;

	(i)	Sale and Leaseback Transactions;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	"Excess Cash Flow" means, for any period for the Company and
its Subsidiaries calculated on a consolidated basis, (a) their
Consolidated EBITDA for such period minus (b) without
duplication, the sum of their (i) Consolidated Interest Expense,
(ii) cash taxes paid net of any tax refunds, (iii) Capital
Expenditures made, (iv) principal payments (including voluntary
prepayments, but excluding mandatory prepayments) made on Funded
Debt, (v) cash dividends paid and cash stock repurchases made
during such period; (vi) payments made in respect of the
principal component of Capital Leases during such period, and
(vii) additions to working capital for such period (i.e., the
increase in current assets minus current liabilities from the
beginning to the end of such period), plus (c) reductions, other
than reductions attributable solely to asset sales, to working
capital for such period (i.e., the decrease in current assets
minus current liabilities from the beginning to the end of such
period), all as determined in accordance with GAAP.

	"Existing Bank Facilities" means (a) the Restated Credit
Agreement dated as of April 17, 1997 among the Company, the
lenders named therein, and Bank One, Louisiana, National
Association, as agent for such lenders, as amended and (b) the
Restated Credit Agreement dated as of March 30, 1999 among CCC
Fabricaciones y Construcciones S.A. de C.V., as borrower, Global
Industries, Ltd., as guarantor, the banks party thereto, and Bank
One, Texas, National Association, as agent.

	"Existing Letters of Credit" means each of the letters of
credit listed on the attached Schedule 1.01(a), including the
letter of credit issued in connection with the Carlyss Facility
Bonds.

	"Federal Funds Effective Rate" means, for any day, a
fluctuating interest rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers
on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (Chicago, Illinois time)
on such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing
selected by it.

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

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

	"Financial Letter of Credit" means a Letter of Credit
qualifying as a "financial guarantee-type letter of credit" under
12 CFR Part 3, Appendix A, Section 3(b)(1)(i) or any successor
U.S. Comptroller of the Currency regulation.

	"Financial Statements" means (a) audited consolidated
balance sheet of the Company and its consolidated Subsidiaries as
at December 31, 1998, and the related consolidated statements of
operations, comprehensive income, cash flows, and shareholders'
equity of the Company and its consolidated Subsidiaries for the
nine months then ended, copies of which have been furnished to
the Administrative Agent and (b) the unaudited consolidated
balance sheet of the Company and its consolidated Subsidiaries as
at September 30, 1999, and the related consolidated statements of
operations and cash flows of the Company and its consolidated
Subsidiaries for the interim periods then ended, copies of which
have been furnished to the Administrative Agent.

	"Fixed Charge Coverage Ratio" means, for the Company at the
end of any fiscal quarter, the ratio of (a) its Consolidated
EBITDA during the four quarters then ended minus its consolidated
Replacement Capital Expenditures for such period to (b)
Consolidated Fixed Charges for such period.

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

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

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

	(a)	indebtedness of such Person for borrowed money;

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

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

	(d)	Capitalized Lease Obligations;

	(e)	all obligations of such Person in respect of Financial
Letters of Credit which are issued upon the application of such
Person or upon which such Person is an account party or for which
such Person is in any way liable;

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

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

	(h)	Synthetic Lease Obligations;

	(i)	Sale and Leaseback Transactions;

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

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

excluding, however, from any of the foregoing:

	(i)	obligations in respect of Permitted Mexican
Contract Financings and

	(ii)	Performance Letters of Credit, bank guaranties,
and surety bonds issued in the ordinary course of business
supporting non-financial obligations of the Company or any
of its Subsidiaries.

The amount of Funded Debt of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations
as described in clauses (a) through (j) above and the maximum
potential liability of any Contingent Obligations as described in
clause (k) above at such date assuming the occurrence of the
contingencies necessary to give rise to such Contingent
Obligations.

	"GAAP" means with respect to any financial statements of the
Company or any of its Subsidiaries, or calculations related to
such financial statements of the Company or any of its
Subsidiaries, United States generally accepted accounting
principles as in effect from time-to-time applied on a basis
consistent with the requirements of Section 1.03.
	"Global Collateral" means (a) all Vessels (as defined in
each of the Vessel Mortgages), the Collateral (as defined in the
Mortgages), the Collateral (as defined in the Security Agreements
and the Pledged Collateral (as defined in the Pledge Agreements),
in each case to the extent securing the Obligations of each Loan
Party other than the Mexican Subsidiaries and (b) all amounts
contained in the Cash Collateral Account.  Global Collateral
shall not include the MARAD Collateral.

	"Global Guarantors" means the parties listed as Global
Guarantors on Schedule 3.01(a)(iv).

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

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

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

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

	"Guarantor" means a Global Guarantor or a Mexican Guarantor.

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

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

	"Heller Vessels" means the Sara Maria (Official Number
6502539), the Atlas del Mar (Official Number 7908207), El
Ingeniero (Official Number 8210354), and the Ingeniero II
(Official Number 7615084).

	"Heller Loan Agreement" means that certain Loan Agreement
dated March 31, 1998 between Heller Financial Corp. and Global
Industries Offshore Inc., as assignee.

	"Hercules Title XI Issue" means the United States Government
Guaranteed Export Ship Financing Bonds, 2000 Series, not in
excess of $100,000,000.00, guaranteed by MARAD under Title XI to
finance or refinance the cost of reconstruction, upgrade and
enlargement of the DLB Hercules.

	"Initial Mortgaged Vessels" means each of the Vessels listed
on the attached Schedule 5.13.

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

	(a)	such Borrower may not select any Interest Period for
any Term Advance of any Class which ends after any principal
repayment date for such Class of Term Advances unless, after
giving effect to such selection, the aggregate unpaid principal
amount of Term Advances of such Class that are Base Rate Advances
and Term Advances of such Class having Interest Periods which end
on or before such principal repayment date shall be at least
equal to the amount of Term Advances of such Class due and
payable on or before such date;

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

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

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

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

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

	"Issuing Bank" means Bank One, Louisiana, National
Association, Bank One and any successor issuing bank pursuant to
Section 8.12.

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

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

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

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

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

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

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

                Level           Leverage Ratio

                Level I         > 3.50
                Level II        > 3.00 and <=3.50
                Level III       > 2.50 and <=3.00
                Level IV        > 2.00 and <=2.50
                Level V         <= 2.00

For purposes of determining the Applicable Margin applicable from
time-to-time under this Agreement: (a) Level I shall be deemed to
be applicable from the Closing Date until the fifth Business Day
after receipt by the Administrative Agent of the June 30, 2000
financial statements of the Company and (b) thereafter the
Leverage Ratio (and corresponding Level) shall be determined from
the financial statements of the Company and its Subsidiaries most
recently delivered pursuant to Section 5.05 and certified to the
Administrative Agent and the Lenders in the Compliance
Certificate required to be delivered by the Company in connection
with such financial statements pursuant to Section 5.05(d).  Any
change in the Applicable Margin after June 30, 2000 shall be
effective on the fifth Business Day occurring after the date of
receipt by the Administrative Agent of the financial statements
pursuant to Section 5.05.  If at any time the Company fails to
deliver such financial statements and Compliance Certificate
within the times specified in Section 5.05, Level I shall be
deemed to be in effect until the fifth Business Day after the
Administrative Agent receives such financial statements.

	"Leverage Ratio" means, as of the last day of any fiscal
quarter of the Company, the ratio of (a) Consolidated Funded Debt
as of such day to (b) the Company's Consolidated EBITDA for the
four fiscal quarters then ended.

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

	"Liquid Investments" means:

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

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

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

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

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

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

	"Majority Lenders" means, at any time, (a) before the
Revolving Commitments terminate, Lenders holding at least 51% of
the then aggregate Revolving Commitments and unpaid principal
amount of the Term Notes held by the Lenders at such time and (b)
thereafter, Lenders having at least 51% of the aggregate unpaid
principal amount of the Notes and participation interests in the
Letter of Credit Exposure at such time.

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

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

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

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

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

	"MARAD Vessels" means the Global Pioneer (Official Number
1040503), the Man-o-War (Official Number 1045921), the Kingfish
(Official Number 1049274), the L-400 (Official Number 1056079),
the CB-6 (Official Number 1048400), the GP-35 (Official Number
594130), the GP-37 (Official Number 631319), and, simultaneously
with the application of the Net Cash Proceeds from the Hercules
Title XI Issue to repay the Term Advances, the DB Hercules
(Official Number 635).

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

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

	"Material Partial Loss" has the meaning set forth in the
Vessel Mortgages.

	"Material Subsidiary" means any Subsidiary of the Company
having total assets or annual gross revenues in excess of
$10,000,000.00 (or the Equivalent Amount if denominated in a
currency other than Dollars), and "Material Subsidiaries" means
all such Subsidiaries collectively.

	"Material Vessel" means any construction barge, liftboat,
dive support vessel, offshore support vessel, jet sled, remotely
operated vehicle, pushboat, cargo barges, utility boats,
operational saturation diving systems or other vessel with an
appraised value of $5,000,000.00 or more.

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

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

	"Mexican Guarantors" means the parties listed as Mexican
Guarantors on Schedule 3.01(a)(iv).

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

	"Mexican Parent" means Global Industries Mexico Holdings, S.
de R.L. de C.V., a Mexican sociedad de responsabilidad limitada
de capital variable.

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

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

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

	"Mortgaged Vessels" means the Initial Mortgaged Vessels and
Vessels becoming subject to a Vessel Mortgage pursuant to Section
5.11.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	"Permitted Mexican Contract Financing" means the financing
of any contract between a Mexican Subsidiary and one of it
customers whereby (a) no Loan Party other than a Mexican
Subsidiary is obligated to repay such financing or assure the
performance of such customer; and (b) any performance guaranties
delivered by the Company or one of its Subsidiaries in connection
with such financing is strictly limited to a guaranty of such
Mexican Subsidiaries' performance of such contract and in no way
guarantees the repayment of such financing.

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

	"Plan" means an employee benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the
Code as to which the Company or any member of the Controlled
Group may have any liability.

	"Pledge Agreements" means each of the Pledge Agreements in
substantially the form of the attached Exhibit G and executed by
the Pledgors to secure all or a portion of the Obligations.

	"Pledgors" means the Company and its Subsidiaries listed on
Schedule 3.01(a)(v) and other Subsidiaries of the Company
executing a Pledge Agreement as required by Section 5.10.

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

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

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

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

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

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

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

	"Replacement Capital Expenditures" means Capital
Expenditures incurred in the ordinary course of business to
maintain the current level of production capacity, but not for
acquisition of and improvements to capital assets to expand
production capacity.

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

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

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

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

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

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

	"Revolving Credit Maturity Date" means the earlier of
(a) December 30, 2004 and (b) the earlier termination in whole of
the Revolving Commitments pursuant to Section 2.04 or
Article VII.

	"Revolving Commitment" means, for each Lender, the amount in
Dollars set opposite such Lender's name on the signature pages of
this Agreement as its Revolving Commitment or, if such Lender has
entered into any Assignment and Acceptance after the Closing
Date, the amount set forth for such Lender as its
Revolving Commitment in the Notice of Assignment delivered to the
Administrative Agent pursuant to Section 9.03(b).

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

	"Revolving Share" means (a) at any time before the Revolving
Commitments terminate with respect to any Lender with a Revolving
Commitment, the ratio (expressed as a percentage) of such
Lender's Revolving Commitment at such time to the aggregate
Revolving Commitments at such time and (b) at any time thereafter
with respect to any Lender with outstanding Revolving
Commitments, the ratio (expressed as a percentage) of such
Lender's outstanding Revolving Advances at such time to the
aggregate outstanding Revolving Advances at such time.

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

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

	"Security Agreements" means each of the Security Agreements
in substantially the form of the attached Exhibit I and executed
by the Company and each Domestic Subsidiary which is a Guarantor
to secure all or a portion of the Obligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

	"Term Commitment" means, for each Lender, the amount in
Dollars set opposite such Lender's name on the signature pages of
this Agreement as its Term Commitment or, if such Lender has
entered into any Assignment and Acceptance after the Closing
Date, the amount set forth for such Lender as its Term Commitment
in the Notice of Assignment delivered to the Administrative Agent
pursuant to Section 9.03(b); provided, however, that after the
date the initial Term Borrowing is made, the Term Commitment for
such Lender shall be zero.

	"Term Maturity Date" means December 30, 2004.

	"Term Note" means a promissory note of the Company payable
to the order of any Lender in substantially the form of the
attached Exhibit K evidencing indebtedness of the Company to such
Lender resulting from any Term Advance owing to such Lender.

	"Term Share" means (a) on the date of the funding of the
initial Term Advances with respect to any Lender with a Term
Commitment, the ratio (expressed as a percentage) of such
Lender's Term Commitment at such time to the aggregate Term
Commitments at such time and (b) at any time thereafter with
respect to any Lender with outstanding Term Advances, the ratio
(expressed as a percentage) of such Lender's outstanding Term
Advances at such time to the aggregate outstanding Term Advances
at such time.

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

	"Total Loss" has the meaning set forth in the Vessel
Mortgages.

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

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

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

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

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

	"Year 2000 Compliant" is defined in Section 4.20.

	"Year 2000 Issues" means anticipated costs, problems and
uncertainties associated with the inability of certain computer
applications to effectively handle date information including
dates on and after January 1, 2000, as such inability affects the
business, operations and financial condition of the Company and
its Subsidiaries and of the Company and its Subsidiaries'
material customers, suppliers and vendors.

	"Year 2000 Program" is defined in Section 4.20.

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

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

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

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


ARTICLE II

THE ADVANCES

Section 2.01. The Advances.

(a) Revolving Advances.  Each Lender having a Revolving
Commitment severally agrees, on the terms and conditions set
forth in this Agreement, to make Revolving Advances to the
Company and the Mexican Borrower in Dollars from time-to-time on
any Business Day during the period from the Closing Date until
the Revolving Credit Maturity Date; provided that, (i) the sum of
(A) the aggregate outstanding principal amount of the Revolving
Advances plus (B) the Letter of Credit Exposure plus (C) the
aggregate outstanding principal amount of the Swingline Advances
may not exceed at any time the aggregate amount of the Revolving
Commitments and (ii) the aggregate outstanding Revolving Advances
made to the Mexican Borrower may not exceed $30,000,000.00; and
provided that no Revolving Advances shall be made to the Mexican
Borrower until the Company has executed and delivered a Guaranty
pursuant to Section 5.13.  Each Revolving Borrowing shall be in
an aggregate amount not less than $5,000,000.00 and in integral
multiples of $1,000,000.00 in excess thereof and shall consist of
Revolving Advances of the same Type made on the same day by the
Lenders ratably according to their respective Revolving
Commitments.  Within the limits of each Lender's Revolving
Commitment, the Borrowers may from time-to-time borrow, prepay
pursuant to Section 2.07 and reborrow under this Section 2.01(a).

(b) Term Advances.  Each Lender having a Term Commitment
severally agrees on the terms and conditions set forth in this
Agreement to make a single Term Advance in Dollars to the Company
on the Closing Date in an amount equal to such Lender's
Term Commitment.  The Term Borrowing shall consist of Term
Advances of the same Type made on the same day by the Lenders
ratably according to their respective Term Commitments.  Any Term
Borrowing that has been repaid may not be reborrowed.

(c) Swingline Advances.

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

(ii) Except as provided in the following clause (iii)
below, each request for a Swingline Advance shall be made
pursuant to telephone notice to the Swingline Bank given no
later than 2:00 p.m. (Chicago, Illinois time) on the date of
the proposed Swingline Advance, promptly confirmed by a
completed and executed Notice of Borrowing telecopied to the
Administrative Agent.  The Swingline Bank will promptly make
the Swingline Advance available to the Company at the
Company's account with the Administrative Agent.

(iii) The Company and the Lenders agree that in the
event any Swingline Advance is not repaid on the date due to
the Swingline Bank, the Administrative Agent may give each
Lender having a Revolving Commitment a notice of Mandatory
Revolving Borrowing, and upon receipt of such notice, each
Lender having a Revolving Commitment shall pay to the
Administrative Agent its Revolving Share of such Swingline
Advance and such payment shall be deemed to be a Base Rate
Advance made pursuant to such Lender's Revolving Commitment,
whether made before or after termination of the Revolving
Commitments, acceleration of the Revolving Advances, or
otherwise, and whether or not the conditions precedent in
Section 3.02 have been satisfied at the time of such
Mandatory Revolving Borrowing.  The Administrative Agent
shall give each Lender notice of such Mandatory Revolving
Borrowing by 11:00 a.m. (Chicago, Illinois time) on the date
the Mandatory Revolving Borrowing is to be made.  Each
Lender having a Revolving Commitment shall, regardless of
whether the conditions in Section 3.02 have been met at the
time of such Mandatory Revolving Borrowing and regardless of
whether there exists any Default or Event of Default, make
its Revolving Advance available to the Administrative Agent
for the account of the Swingline Bank in immediately
available funds by 1:00 p.m. (Chicago, Illinois time) on the
date requested, and the Company hereby irrevocably instructs
the Swingline Bank to apply the proceeds of such Mandatory
Revolving Borrowing to the payment of the outstanding
Swingline Advances.

Section 2.02. Method of Borrowing.

(a) Notice.  Each Borrowing (other than a Mandatory
Revolving Borrowing) shall be made pursuant to a Notice of
Borrowing, given not later than (i) in the case of a Borrowing
comprised of Eurodollar Advances, 10:00 a.m. (Chicago, Illinois
time) on the third Business Day before the Borrowing Date of a
requested Borrowing and (ii) in the case of a Borrowing comprised
of Base Rate Advances, 10:00 a.m. (Chicago, Illinois time) on the
Business Day of a requested Borrowing, in each case to the
Administrative Agent's Applicable Lending Office.  The
Administrative Agent shall give to each Lender prompt notice on
the day of receipt of a timely Notice of Borrowing of such
requested Borrowing by telecopier or telex.  Each Notice of
Borrowing shall be by telecopier, telex or telephone, confirmed
promptly in writing specifying (A) the Borrowing Date (which
shall be a Business Day), (B) the requested Type and Class of
Advances comprising such Borrowing, (C) the requested aggregate
amount of such Borrowing, and (D) if such Borrowing is to be
comprised of Eurodollar Advances, the requested Interest Period
for each such Borrowing.  In the case of a requested Borrowing
comprised of Eurodollar Advances, the Administrative Agent shall
promptly notify each Lender of the applicable interest rate under
Section 2.06(b).  Each Lender shall make available its Revolving
Share or Term Share, as applicable, of such Borrowing before
12:00 p.m. (Chicago, Illinois time) on the date of such Borrowing
in immediately available funds to the Administrative Agent at its
Applicable Lending Office on the date of such Borrowing or such
other location as the Administrative Agent may specify by notice
to the Lenders.  After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth
in Article III, the Administrative Agent will promptly make such
funds available to the applicable Borrower not later than 2:00
p.m. (Chicago, Illinois time) at such account as such Borrower
shall specify in writing to the Administrative Agent.

(b) Conversions and Continuations.  In order to elect to
Convert or Continue an Advance under this Section, the Company
shall deliver an irrevocable Notice of Conversion or Continuation
to the Administrative Agent at its Applicable Lending Office no
later than (i) 10:00 a.m. (Chicago, Illinois time) at least one
Business Day in advance of such requested Conversion date in the
case of a Conversion of a Eurodollar Advance to a Base Rate
Advance or (ii) 10:00 a.m. (Chicago, Illinois time) at least
three Business Days in advance of such requested Conversion date
in the case of a Conversion into or Continuation of a Eurodollar
Advance to another Eurodollar Advance.  Each such Notice of
Conversion or Continuation shall be in writing or by telex,
telecopier or telephone, confirmed promptly in writing specifying
(A) the requested Conversion or Continuation date (which shall be
a Business Day), (B) the amount, Type, and Class of the Advance
to be Converted or Continued, (C) whether a Conversion or
Continuation is requested, and if a Conversion, into what Type of
Advance, and (D) in the case of a Conversion to, or a
Continuation of, a Eurodollar Advance, the requested Interest
Period.  Promptly after receipt of a Notice of Conversion or
Continuation under this paragraph, the Administrative Agent shall
provide each Lender with a copy thereof and, in the case of a
Conversion to or a Continuation of a Eurodollar Advance, notify
each Lender of the interest rate under Sections 2.06(b).  The
portion of Advances comprising part of the same Borrowing that
are converted to Advances of another Type shall constitute a new
Borrowing.  Notwithstanding anything in this Agreement to the
contrary, Conversions of Eurodollar Advances may only be made at
the end of the applicable Interest Period for such Advances;
provided, however, that Conversions of Base Rate Advances may be
made at any time.

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

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

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

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

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

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

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

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

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

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

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

Section 2.03. Fees.

(a) Revolving Commitment Fees.  The Company agrees to pay
to the Administrative Agent for the account of each Lender having
a Revolving Commitment a commitment fee on the average daily
amount by which such Lender's Revolving Commitment exceeds the
sum of (i) the aggregate principal amount of such Lender's
outstanding Revolving Advances and (ii) its participation share
of the Letter of Credit Exposure, from the Closing Date until the
Revolving Credit Maturity Date at the Applicable Margin for
Revolving Credit fees.  The fees payable pursuant to this
clause (a) are due quarterly in arrears on the last Business Day
of each March, June, September, and December commencing March 31,
2000 and on the Revolving Credit Maturity Date.

(b) Agent's Fees.  The Company agrees to pay to the
Administrative Agent and the Arranger the agent's and arranger's
fees as separately agreed upon by the Company and the
Administrative Agent in the letter agreement dated December 10,
1999 from the Arranger and Bank One to the Company on the dates
required by such letter.

(c) Letter of Credit Fees.	The Company agrees to pay
(i) to the Administrative Agent for the pro rata benefit of each
Lender having a Revolving Commitment for each Letter of Credit
that is a Financial Letter of Credit and each Letter of Credit
that is a Performance Letter of Credit issued for its account, a
fee per annum equal to the Applicable Margin for such type of
Letter of Credit; provided that, after the occurrence and during
the continuance of an Event of Default, the applicable fee rate
on such Letters of Credit shall be the Applicable Margin for such
Letter of Credit plus 2% per annum and (ii) to such Issuing Bank,
a fee for each Letter of Credit issued for its account in an
amount per annum to be agreed upon between the Borrower and such
Issuing Bank.  Each such fee shall be based on the maximum amount
available to be drawn under such Letter of Credit from the date
of issuance of the Letter of Credit until its expiration date and
shall be payable quarterly in arrears on the last Business Day of
each March, June, September, and December commencing March 31,
2000 and on its expiration date.  In addition, the Company agrees
to pay to the Issuing Bank all customary transaction costs and
fees charged by the Issuing Bank in connection with the issuance
of a Letter of Credit for the Borrower's account, such costs and
fees to be due and payable on the date specified by the Issuing
Bank in the invoice for such costs and fees.

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

Section 2.05. Repayment.

(a) Revolving Advances.  Each Borrower shall repay the
outstanding principal amount of each Revolving Advance made to it
on the Revolving Credit Maturity Date.

(b) Term Advances.	The Company shall repay the Term
Advances to the Administrative Agent for the benefit of the
Lenders based on each Lender's Term Share in 18 equal
installments in the principal amount of $9,210,526.32 each on the
last Business Day of each calendar quarter, commencing June 30,
2000, to and including September 30, 2004, and a final
installment in the principal amount of $9,210,526.24 on the Term
Maturity Date.

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

(a) Base Rate Advances.  If such Advance is a Base Rate
Advance, a rate per annum equal at all times to the lesser of
(i) the Alternate Base Rate in effect from time-to-time plus the
Applicable Margin and (ii) the Maximum Rate, payable in arrears
on the last Business Day of each calendar month and on the date
such Base Rate Advance shall be paid in full; provided that,
after the occurrence and during the continuance of an Event of
Default, such Advance shall bear interest at a rate per annum
equal at all times to the lesser of (i) the Alternate Base Rate
in effect from time-to-time plus the Applicable Margin plus 2%
and (ii) the Maximum Rate.

(b) Eurodollar Advances.  If such Advance is a Eurodollar
Advance, a rate per annum equal at all times during the Interest
Period for such Advance to the lesser of (i) the Eurodollar
Reference Rate for such Interest Period plus the Applicable
Margin and (ii) the Maximum Rate, payable on the last day of such
Interest Period, and, in the case of Interest Periods of greater
than three months, on the Business Day which occurs during such
Interest Period 90 days from the first day of such Interest
Period; provided that, after the occurrence and during the
continuance of an Event of Default, such Advance shall bear
interest at a rate per annum equal at all times to the lesser of
(i) the rate required to be paid on such Advance immediately
prior to the occurrence of such Default plus 2% and (ii) the
Maximum Rate.

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

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

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

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

Section 2.07. Prepayments.

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

(b) Optional.  A Borrower may elect to prepay any of the
Advances owing by it to the Lenders, after giving prior written
notice of such election by (i) 10:00 a.m. (Chicago, Illinois
time) five days before such prepayment date in the case of
Borrowings which are comprised of Eurodollar Advances, and (ii)
10:00 a.m. (Chicago, Illinois time) on the Business Day of such
prepayment, in case of Borrowings which are comprised of Base
Rate Advances, in each case to the Administrative Agent stating
the proposed date and aggregate principal amount of such
prepayment and the Type of Advances to be prepaid.  If any such
notice is given, the Administrative Agent shall give prompt
notice thereof to each Lender and such Borrower shall prepay
Advances comprising part of the same Borrowing in whole or
ratably in part in an aggregate principal amount equal to the
amount specified in such notice, together with accrued interest
to the date of such prepayment on the principal amount prepaid
and amounts, if any, required to be paid pursuant to Section 2.08
as a result of such prepayment being made on such date; provided,
however, that each partial prepayment shall be in an aggregate
principal amount not less than $5,000,000.00 and in integral
multiples of $1,000,000.00 in excess thereof (or such lesser
amount as may then be outstanding).

(c) Mandatory.

(i) On any date on which the outstanding principal
amount of the Revolving Advances plus the Letter of Credit
Exposure plus the outstanding principal amount of the
Swingline Advances exceeds the aggregate Revolving
Commitments, the Company agrees to make a mandatory
prepayment of the Revolving Advances in the amount of such
excess.

(ii) The Company shall prepay the Term Advances by an
amount equal to (A) (1) the amount required by Section
6.03(b)(iii) from the sale of any assets permitted by
Section 6.03 (other than sales of assets from the Company to
any of its Subsidiaries or from any of its Subsidiaries to
the Company or another Subsidiary of the Company), to the
extent such amounts are not reinvested in accordance with
Section 6.03, on the 185th day after receipt of such amount
and (2) 100% of the Net Cash Proceeds the Company or any of
its Subsidiaries receives from an insurance policy or
condemnation award in connection with a Casualty Event
occurring when an Event of Default has occurred and is
continuing or in connection with a Total Loss or a Material
Partial Loss for which the insurance proceeds or
condemnation proceeds are not reinvested in replacement
assets of comparable value and utility within six months
after receipt of such insurance proceeds, on the 185th day
after receipt of such Net Cash Proceeds, (B) 100% of the Net
Cash Proceeds of the Hercules Title XI Issue upon receipt
thereof, (C) (i) 100% of the Net Cash Proceeds of any Equity
Issuance in excess of $50,000,000.00 upon the receipt
thereof, and (ii) 100% of the Net Cash Proceeds up to
$50,000,000.00 of any Equity Issuance not invested in assets
used in the Company's or its Subsidiaries' business on or
before the 60th day after receipt of such Net Cash Proceeds,
and (D) unless the Company's Leverage Ratio is less than 2.5
to 1.0 as of the end of such fiscal year, 75% of the Excess
Cash Flow for each fiscal year (commencing with the fiscal
year ending December 31, 2000), prior to April 30 of the
subsequent fiscal year.

(iii) Each prepayment pursuant to this Section 2.07(c)
shall be accompanied by accrued interest on the amount
prepaid to the date of such prepayment and amounts, if any,
required to be paid pursuant to Section 2.08 as a result of
such prepayment being made on such date.

(d) Application of Term Advance Prepayments.  All Term
Advance prepayments (other than from the Net Cash Proceeds of the
Hercules Title XI Issue) shall be applied to future scheduled
principal payments of each such Term Advances in the inverse
order of maturity and all Term Advance prepayments from the
Hercules Title XI Issue shall be applied to future scheduled
payments pro rata.

(e) Illegality.  If any Lender shall notify the
Administrative Agent and the Company that the introduction of or
any change in or in the interpretation of any law or regulation
makes it unlawful, or that any central bank or other Governmental
Authority asserts that it is unlawful for such Lender or its
Applicable Lending Office to perform its obligations under this
Agreement or to make or maintain Eurodollar Advances then
outstanding hereunder, the applicable Borrower shall, no later
than 10:00 a.m. (Chicago, Illinois time) (A) if not prohibited by
law or regulation to maintain such Eurodollar Advances for the
duration of the Interest Period, on the last day of the Interest
Period for each outstanding Eurodollar Advance or (B) if
prohibited by law or regulation to maintain such Eurodollar
Advances for the duration of the Interest Period, on the second
Business Day following its receipt of such notice, prepay all
Eurodollar Advances of all of the Lenders then outstanding,
together with accrued interest on the principal amount prepaid to
the date of such prepayment and amounts, if any, required to be
paid pursuant to Section 2.08 as a result of such prepayment
being made on such date, (ii) each Lender shall simultaneously
make a Base Rate Advance or, if not otherwise prohibited, make an
Eurodollar Advance in an amount equal to the aggregate principal
amount of the affected Eurodollar Advances, and (iii) the right
of the Borrowers to select Eurodollar Advances shall be suspended
until such Lender shall notify Administrative Agent that the
circumstances causing such suspension no longer exist.  Each
Lender agrees to use commercially reasonable efforts (consistent
with its internal policies and subject to legal and regulatory
restrictions) to designate a different Applicable Lending Office
if the making of such designation would avoid the effect of this
paragraph and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.  If the
condition requiring the prepayment under this paragraph shall
continue for such Lender for 90 days, such Lender may be replaced
in accordance with the procedures in Section 2.13.

(f) Ratable Payments; Effect of Notice.  Each payment of
any Advance pursuant to this Section 2.07 or any other provision
of this Agreement shall be made in a manner such that all
Advances comprising part of the same Borrowing are paid in whole
or ratably in part.  All notices given pursuant to this Section
2.07 shall be irrevocable and binding upon the Borrowers.

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

Section 2.09. Increased Costs.

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

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

Section 2.10. Payments and Computations.

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

(b) Payment Procedures.  The Borrowers shall make each
payment under this Agreement and under their respective Notes not
later than 12:00 p.m. (local time) on the day when due to the
Administrative Agent at the Administrative Agent's address
specified in Section 10.02 (or such other location as the
Administrative Agent shall designate in writing to the Borrower).
The Administrative Agent will promptly thereafter, and in any
event prior to the close of business on the day any timely
payment is made, cause to be distributed like funds relating to
the payment of principal, interest or fees ratably (other than
amounts payable solely to the Administrative Agent, or a specific
Lender pursuant to Section 2.03(b), 2.03(c), 2.08, 2.09, or 2.11,
but after taking into account payments effected pursuant to
Section 10.04) (i) before the acceleration of the Advances
pursuant to Section 7.02 or 7.03, (A) in the case of payments in
respect of Revolving Advances in accordance with each Lender's
Revolving Share, and (B) in the case of payments in respect of
Term Advances, in accordance with each Lender's Term Share and
(ii) after the acceleration of the Advances pursuant to Section
7.02 or 7.03, in accordance with each Lender's Pro Rata Share to
the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any
other amount payable to any Lender to such Lender for the account
of its Applicable Lending Offices, in each case to be applied in
accordance with the terms of this Agreement.  All payments owing
in respect of Advances made or Letters of Credit issued in one
currency (including, without limitation, interest, principal,
commitment fees and letter of credit fees) shall be paid or
repaid, as the case may be, in the same currency as such Advance
or Letter of Credit, as applicable.

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

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

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

Section 2.11. Taxes.

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

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

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

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

(e) Foreign Lender Withholding Exemption.  Each Lender that
is not incorporated under the laws of the United States of
America or a state thereof agrees that it will deliver to the
Company and the Administrative Agent on the Closing Date or upon,
the effectiveness of any Assignment and Acceptance (i) two duly
completed copies of United States Internal Revenue Service
Form 1001 or 4224 or successor applicable form, as the case may
be, certifying in each case that such Lender is entitled to
receive payments under this Agreement and the Notes payable to
it, without deduction or withholding of any United States federal
income taxes, (ii) if applicable, an Internal Revenue Service
Form W-8 or W-9 or successor applicable form, as the case may be,
to establish an exemption from United States backup withholding
tax, and (iii) any other governmental forms which are necessary
or required under an applicable tax treaty or otherwise by law to
reduce or eliminate any withholding tax, which have been
reasonably requested by a Borrower.  Each Lender which delivers
to the Company and the Administrative Agent a Form 1001 or 4224
and Form W-8 or W-9 pursuant to the preceding sentence further
undertakes to deliver to the Company and the Administrative Agent
two further copies of Form 1001 or 4224 and Form W-8 or W-9, or
successor applicable forms, or other manner of certification, as
the case may be, on or before the date that any such form expires
or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered
by it to the Company and the Administrative Agent, and such
extensions or renewals thereof as may reasonably be requested by
the Company and the Administrative Agent certifying in the case
of a Form 1001 or 4224 that such Lender is entitled to receive
payments under this Agreement without deduction or withholding of
any United States federal income taxes.  If an event (including
without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any delivery required by the
preceding sentence would otherwise be required which renders all
such forms inapplicable or which would prevent any Lender from
duly completing and delivering any such form with respect to it
and such Lender advises the Company and the Administrative Agent
that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax, and
in the case of a Form W-8 or W-9, establishing an exemption from
United States backup withholding tax, such Lender shall not be
required to deliver such forms.  Each Borrower shall withhold tax
at the rate and in the manner required by the laws of the United
States with respect to payments made to a Lender failing to
timely provide the requisite Internal Revenue Service forms and
shall not be required to pay any additional amounts pursuant to
paragraph (a) or indemnify a Lender pursuant to paragraph (c)
with respect to such withheld tax.

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

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

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

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

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

Section 2.15. Letters of Credit.

(a) Issuance.  From time-to-time from the Closing Date
until 30 days before the Revolving Credit Maturity Date, at the
request of a Borrower, the Issuing Bank shall, on the terms and
conditions hereinafter set forth, issue, increase, or extend the
expiration date of Letters of Credit for the account of the
Company or any of its Subsidiaries on any Business Day.  No
Letter of Credit will be issued, increased, or extended:

(i) if such issuance, increase, or extension would
cause (A) the Letter of Credit Exposure to exceed (B) the
lesser of (1) $75,000,000.00 and (2)(I) the aggregate
Revolving Commitments minus (II) the sum of the aggregate
outstanding principal Amount of all Revolving Advances and
the aggregate outstanding principal amount of the Swingline
Advances;

(ii) unless such Letter of Credit has an expiration
date not later than the earlier of (A) one year after the
date of issuance thereof and (B) five Business Days prior to
the Revolving Credit Maturity Date; provided that, any such
Letter of Credit with a one-year tenor may expressly provide
that it is renewable at the option of the Issuing Bank for
additional one-year periods (which shall in no event extend
beyond the Revolving Credit Maturity Date);

(iii) unless such Letter of Credit is in form and
substance acceptable to the Issuing Bank in its sole
discretion;

(iv) unless such Borrower has delivered to the Issuing
Bank a completed and executed request for issuance of letter
of credit in the form of the attached Exhibit L; and

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

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

(c) Reimbursement.  Each Borrower hereby agrees to pay on
demand to the Issuing Bank for the benefit of the Lenders in
respect of each Letter of Credit issued for its account an amount
equal to any amount paid by the Issuing Bank under or in respect
of such Letter of Credit.  In the event the Issuing Bank makes a
payment pursuant to a request for draw presented under a Letter
of Credit and such payment is not promptly reimbursed by the
relevant Borrower upon demand, the Issuing Bank shall give notice
of such failure to pay to the Administrative Agent and the
applicable Lenders, and each Lender having a Revolving Commitment
shall promptly reimburse the Issuing Bank for such Lender's
Revolving Share of such payment, and such reimbursement shall be
deemed for all purposes of this Agreement to constitute a
Borrowing comprised of Base Rate Advances to such Borrower from
such Lender.  If such reimbursement is not made by any Lender to
the Issuing Bank on the same day on which the Issuing Bank shall
have made payment on any such draw, such Lender shall pay
interest thereon to the Issuing Bank at a rate per annum equal to
the Federal Funds Effective Rate.  Each Borrower hereby
unconditionally and irrevocably authorizes, empowers, and directs
the Administrative Agent and the Lenders to record and otherwise
treat such payment under a Letter of Credit not immediately
reimbursed by Borrower as a  Borrowing comprised of Base Rate
Advances.

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

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

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

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

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

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

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

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

(e) Prepayments of Letters of Credit.  In the event that
any Letters of Credit shall be outstanding or shall be drawn and
not reimbursed after the applicable Revolving Credit Maturity
Date, the Company shall pay to the Administrative Agent an amount
equal to the Letter of Credit Exposure allocable to such Letters
of Credit to be held in the Cash Collateral Account and applied
in accordance with paragraph (g) below.

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

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

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

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

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

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

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

(g) Cash Collateral Account.

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

(ii) Funds held in the Cash Collateral Account shall be
held as cash collateral for obligations with respect to
Letters of Credit and promptly applied by the Administrative
Agent at the request of the Issuing Bank to any
reimbursement or other obligations under Letters of Credit
that exist or occur.  To the extent that any surplus funds
are held in the Cash Collateral Account above the Letter of
Credit Exposure during the existence of an Event of  Default
the Administrative Agent may (A) hold such surplus funds in
the Cash Collateral Account as cash collateral for the
Obligations or (B) apply such surplus funds to any
Obligations in any manner directed by the Majority Lenders.
If no Event of Default exists, the Administrative Agent
shall release to the Company at the Company's written
request any funds held in the Cash Collateral Account above
the amounts required by Section 2.15(e) or otherwise.

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


ARTICLE III

CONDITIONS OF LENDING

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

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

(i) this Agreement and all attached Exhibits and
Schedules;

(ii) (A) a Revolving Note by the Company payable to the
order of each Lender with a Revolving Commitment in the
amount of its Revolving Commitment; (B) a Revolving Note by
the Mexican Borrower payable to the order of each Lender
with a Revolving Commitment in the amount of 24% of its
Revolving Commitment; and (C) a Term Note by the Company
payable to the order of each Lender with a Term Commitment
in the amount of its Term Commitment;

(iii) the Swingline Note executed by the Company;

(iv) the Guaranties described in Part I of Schedule
3.01(a)(iv);

(v) the Pledge Agreements described in Schedule
3.01(a)(v), in each case together with stock certificates,
stock powers executed in blank, UCC-1 financing statements,
and any other documents, agreements, or instruments
necessary to create an Acceptable Security Interest in such
equity interests;

(vi) the Security Agreements executed by each Material
Domestic Subsidiaries (other than Pipelines, Inc.) granting
to the Administrative Agent for the benefit of the Lenders a
Lien in substantially all of the personal property of such
Material Domestic Subsidiaries (other than personal property
not subject to the Uniform Commercial Code and the MARAD
Collateral) to secure the Obligations, in each case together
with UCC-1 financing statements and any other documents,
agreements, or instruments necessary to create an Acceptable
Security Interest in such pledged collateral;

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

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

(ix) copies, certified as of the Closing Date by a
Responsible Officer of the appropriate Person of (A) the
resolutions of the Board of Directors of each Loan Party
approving the Credit Documents to which it is a party and
the transactions contemplated thereby, (B) the articles or
certificate (as applicable) of incorporation or other
charter document and bylaws of each Loan Party, and (C) all
other documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this
Agreement, the Notes, and the other Credit Documents;

(x) certificates of a Responsible Officer of each of
the Loan Parties certifying the names and true signatures of
officers of the Loan Parties authorized to sign this
Agreement, the Notes, Notices of Borrowing and the other
Credit Documents to which such Loan Parties are a party;

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

(xii) a favorable opinion of Vinson & Elkins, L.L.P.,
counsel to the Company, substantially in the form of the
attached Exhibit M;

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

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

(b) Due Diligence.  The Administrative Agent and the
Lenders shall have completed satisfactory due diligence review of
the assets, liabilities, business, operations and condition
(financial or otherwise) of the Company and its Material
Subsidiaries, including, but not limited, to a review of their
Contingent Obligations, product liabilities, intellectual
property, Year 2000 Issues, Year 2000 Program, and all legal,
financial, accounting, governmental, tax and regulatory matters
of the proposed financing.

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

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

(e) Delivery of Financial Statements.  The Administrative
Agent and the Lenders shall have received true and correct copies
of the Financial Statements and such other financial information
as the Administrative Agent may reasonably request.

(f) Projections.  The Administrative Agent shall have
received (i) an estimated consolidated balance sheet of the
Company and its Subsidiaries as of the Closing Date giving effect
to the initial Borrowings contemplated hereunder, which shall not
be materially less favorable in the Administrative Agent's
reasonable judgment than the five year projections dated December
1999 and the estimated balance sheet previously provided to the
Administrative Agent and the Banks (the "Projections"), together
with such other financial information as the Administrative Agent
may reasonably request to confirm the tax, legal and business
assumptions made in the Projections.  The Projections shall be
prepared in accordance with GAAP, subject to the omission of
notes and certain other matters described therein and must
demonstrate, in the reasonable judgment of the Administrative
Agent, together will all other information then available to the
Administrative Agent, that the Company can repay its Debt and
satisfy its other obligations as and when due, and can comply
with the financial covenants required by Section 6.10 through
6.12 of this Agreement.

(g) Appraisals.  The Administrative Agent shall have
received satisfactory appraisals (on a fair market value basis)
of the Initial Mortgaged Vessels of the Company.  Such appraisals
shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall be issued by firms reasonably
acceptable to the Administrative Agent.

(h) Security Documents.  The Administrative Agent shall
have received all appropriate evidence required by the
Administrative Agent in its sole discretion necessary to
determine that arrangements have been made for the Administrative
Agent for the benefit of Lenders to have an Acceptable Security
Interest in the Collateral required under Section 3.01,
including, without limitation, (i) lien, tax and judgment
searches conducted on the Company and the other Loan Parties
reflecting no Liens other than Permitted Liens against any of the
Collateral as to which perfection of a Lien is accomplished by
the filing of a financing statement other than in favor of the
Administrative Agent for the benefit of the Lenders and (ii) lien
releases with respect to any Collateral currently subject to a
Lien other than Permitted Liens.

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

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

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

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

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

(n) Environmental Reports.  The Administrative Agent shall
have received copies of all of the environmental reports
pertaining to the Company that are in the Company's possession
and shall be reasonably satisfied with the contents thereof and
the Company's response plans with respect thereto.

(o) Notice of Borrowing.  The Administrative Agent shall
have received a Notice of Borrowing from the Borrowers with
appropriate insertions, and, if applicable, an application for
request for issuance of a Letter of Credit in the form of Exhibit
L, in each case executed by a duly authorized Responsible Officer
of the applicable Borrower.

(p) Revolving Commitment Availability.  Immediately after
giving effect to the initial Borrowing and the transactions
contemplated hereby, there shall be at least $50,000,000.00 of
unused availability under the Revolving Commitments.

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

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

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

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

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


ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each Borrower jointly and severally represents and warrants as
follows:

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

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

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

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

Section 4.05. Financial Statements.

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

(b) Since December 31, 1998, no Material Adverse Change has
occurred.

Section 4.06. True and Complete Disclosure.  All factual
information (whether delivered before or after the Closing Date)
furnished by or on behalf of the Company and its Subsidiaries in
writing to the Administrative Agent and the Lenders for purposes
of or in connection with this Agreement, any other Credit
Document or any transaction contemplated hereby or thereby is
true and accurate in all material respects on the date as of
which such information is dated or certified and not incomplete
by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time.

Section 4.07. Litigation.  There is no pending or
threatened action or proceeding affecting the Company or any of
its Subsidiaries before any court, Governmental Authority or
arbitrator, which could reasonably be expected to cause a
Material Adverse Change or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement, any
Note, or any other Credit Document.  Additionally, there is no
pending or threatened action or proceeding instituted against the
Company or any of its Subsidiaries which seeks to adjudicate the
Company or any of its Subsidiaries as bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or
other similar official for it or for any substantial part of its
Property.

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

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

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

Section 4.11. Taxes.  All federal, state, local and foreign
tax returns, reports and statements required to be filed (after
giving effect to any extension granted in the time for filing) by
the Company or any member of the Controlled Group (hereafter
collectively called the "Tax Group") have been filed with the
appropriate governmental agencies in all jurisdictions in which
such returns, reports and statements are required to be filed
(except where any obligation to so file is being contested in
good faith and by appropriate proceedings and after adequate
reserves have been provided therefor), and all taxes (which are
material in amount) and other impositions due and payable have
been timely paid prior to the date on which any fine, penalty,
interest, late charge or loss may be added thereto for non-
payment thereof except where contested in good faith and by
appropriate proceedings and after providing adequate reserves
therefor.  None of the Company nor any member of the Tax Group
has given, or been requested to give, a waiver of the statute of
limitations relating to the payment of any federal, state, local
or foreign taxes or other impositions which are material in
amount.  None of the Property owned by the Company or any other
member of the Tax Group is Property which the Company or any
member of the Tax Group is required to treat as being owned by
any other Person pursuant to the provisions of Section 168(f)(8)
of the Code.  Proper and accurate amounts have been withheld by
the Company and all other members of the Tax Group from their
employees for all periods to comply in all material respects with
the tax, social security and unemployment withholding provisions
of applicable federal, state, local and foreign law.  Timely
payment of all material sales and use taxes required by
applicable law have been made by the Company and all other
members of the Tax Group.

Section 4.12. Pension Plans.  No Termination Event has
occurred with respect to any Plan, and, except for any failure
that could not reasonably be expected to cause a Material Adverse
Change, each Plan has complied with and been administered in all
material respects in accordance with applicable provisions of
ERISA and the Code.  No "accumulated funding deficiency" (as
defined in Section 302 of ERISA) has occurred with respect to any
Plan and there has been no excise tax imposed with respect to any
Plan under Section 4971 of the Code.  The present value of all
benefits vested under each Plan (based on the assumptions used to
fund such Plan) did not, as of the last annual valuation date
applicable thereto, exceed the value of the assets of such Plan
allocable to such vested benefits in any amount that would
reasonably be expected to cause a Material Adverse Change.  None
of the Company nor any member of the Controlled Group has had a
complete or partial withdrawal from any Multiemployer Plan for
which there is any unpaid withdrawal liability that could
reasonably be expected to cause a Material Adverse Change.  As of
the most recent valuation date applicable thereto, none of the
Company nor any member of the Controlled Group has received
notice that any Multiemployer Plan is insolvent or in
reorganization.  Based upon GAAP existing as of the Closing Date
and current factual circumstances, the Company has no reason to
believe that the annual cost during the term of this Agreement to
the Company or any of its Subsidiaries for post-retirement
benefits to be provided to the current and former employees of
the Company or any of its Subsidiaries under welfare benefit
plans (as defined in Section 3(1) of ERISA) could, in the
aggregate, reasonably be expected to cause a Material Adverse
Change.

Section 4.13. Condition of Property; Casualties.  The
material Properties used or to be used in the continuing
operations of the Company and each of its Subsidiaries are (a) in
substantially the same or better repair, working order, and
condition as such Properties were as of December 31, 1998, normal
wear and tear excepted and (b) in such repair, working order and
condition to permit the Company and its Subsidiaries to operate
such Properties in substantially the same or better manner as
operated as of December 31, 1998.  Since the Closing Date,
neither the business nor the material Properties of the Company
and each of its Subsidiaries has been affected as a result of any
fire, explosion, earthquake, flood, drought, windstorm, accident,
strike or other labor disturbance, embargo, requisition or taking
of Property or cancellation of contracts, permits or concessions
by a Governmental Authority, riot, activities of armed forces or
acts of God or of any public enemy, which effect would reasonably
be expected to cause a Material Adverse Change.

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

Section 4.15. No Burdensome Restrictions; No Defaults.

(a) Neither the Company nor any of its Subsidiaries is a
party to any indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter or
corporate restriction or provision of applicable law or
governmental regulation which would reasonably be expected to
cause a Material Adverse Change.  Neither the Company nor any of
its Subsidiaries is in default under or with respect to any
contract, agreement, lease or other instrument to which the
Company or such Subsidiary is a party and which would reasonably
be expected to cause a Material Adverse Change.  Neither the
Company nor any of its Subsidiaries has received any notice of
default under any contract, agreement, lease or other instrument
to which the Company or its Subsidiaries is a party which is
continuing or which, if not cured, would reasonably be expected
to cause a Material Adverse Change.
(b) No Default has occurred and is continuing.

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

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

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

Section 4.17. Title to Property, Etc.

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

(b) Schedule 5.13 sets forth all the Material Vessels of
the Company and its Subsidiaries on the Closing Date and
identifies the registered owner, flag, official or patent number,
as the case may be, on the Closing Date.

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

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

Section 4.20. Year 2000 Compliance.  The Company has
(a) initiated a review and assessment of all Year 2000 Issues
within its and each of its Subsidiaries' business and operations,
(b) developed a program for remediating the Year 2000 Issues (a
"Year 2000 Program") on a timely basis, and (c) to date,
implemented that Year 2000 Program in accordance with its
timetable.  The Company reasonably believes that all of its
computer applications that are material to its or any of its
Subsidiaries' business and operations will be able to perform
adequately all date-sensitive functions for all dates before and
after January 1, 2000 (that is, be "Year 2000 Compliant") prior
to December 31, 1999, except to the extent that a failure to do
so would not reasonably be expected to cause a Material Adverse
Change.

Section 4.21. Citizenship. Each Loan Party which owns a
Material Vessel is qualified to own and operate such Material
Vessel under the laws of the jurisdiction in which any such
Material Vessel is flagged.


ARTICLE V

AFFIRMATIVE COVENANTS

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

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

Section 5.02. Maintenance of Insurance.

(a) Each of the Company and its Subsidiaries will maintain
insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as are
customarily carried by companies engaged in similar businesses
and owning similar Properties in the same general areas in which
the Company and its Subsidiaries operate.  In addition, the
Company and its Subsidiaries shall comply with all requirements
regarding insurance contained in the Security Documents.

(b) If a Loan Party who owns a Mortgaged Vessel affected by
a Casualty Event that results in a Total Loss or a Material
Partial Loss shall have made all necessary repairs and
replacements to the Mortgaged Vessel affected by such Total Loss
or Material Partial Loss within six months (or such longer period
as reasonably may be required, not to exceed one year) following
such Total Loss or Material Partial Loss then, so long as no
Event of Default shall have occurred and be continuing, all
insurance proceeds and proceeds from condemnation received by
such Loan Party or the Administrative Agent as a result of such
Casualty Event shall be applied in payment for all necessary
repairs and replacement to the Mortgaged Vessel affected by such
Casualty Event or, to the extent the costs of such repairs and
replacements shall have been paid by a Loan Party, to reimburse
such Person.  If an Event of Default exists or if repairs and
replacements are not made as required in the preceding sentence,
all proceeds of insurance or condemnation in connection with a
Casualty Event received by a Loan Party or the Administrative
Agent as a result of such Casualty Event shall be applied to
repay the Obligations as required by Section 2.07(c)(ii).

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

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

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

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

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

(c) Audited Annual Financials.  As soon as available and in
any event not later than 105 days after the end of each fiscal
year of the Company, copies of the annual audited financial
statements for such year for the Company, including therein the
consolidated balance sheet of the Company as of the end of such
fiscal year and consolidated statements of operations, changes in
shareholders' equity and cash flows for such fiscal year, in each
case certified by independent certified public accountants of
nationally recognized standing together with a certificate of
such accounting firm to the Administrative Agent and the Lenders
stating that, in the course of the regular audit of the business
of the Company, which audit was conducted by such accounting firm
in accordance with generally accepted auditing standards, such
accounting firm has obtained no knowledge that a Default has
occurred and is continuing, or if, in the opinion of such
accounting firm, a Default has occurred and is continuing, a
statement as to the nature thereof;

(d) Compliance Certificates.  (i) Within 60 days of each
fiscal quarter end of the Company for the first three fiscal
quarters of each fiscal year of the Company and (ii) within 105
days of each fiscal year end of the Company, a Compliance
Certificate for such fiscal quarter or fiscal year then ended
indicating compliance with Sections 6.10 through 6.13;

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

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

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

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

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

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

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

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

(m) Insurance.  On or before April 15 of each year
commencing April 15, 2000, the Company will deliver to the
Administrative Agent a report prepared by the Company's
independent maritime insurance broker which report (i) lists all
insurance policies and programs then in effect with respect to
the Mortgaged Vessels, (ii) specifies for each such policy and
program, (A) the amount thereof, (B) the risks insured against
thereby, (C) the name of the insurer and each insured party
thereunder and (D) the policy or other identification number
thereof, and (iii) certifies that all such policies and programs
are (A) in full force and effect, (B) are placed with such
insurance companies, underwriters or associations, in such
amounts, against such risks, and in such form, as are customarily
issued against by Persons of similar size and established
reputation engaged in the same or similar businesses and
similarly situated and as are necessary or advisable for the
protection of the Administrative Agent as mortgagee, and (C)
conform with the requirements of this Agreement and the Security
Documents;

(n) Year 2000 Compliance.  The Company will promptly notify
the Administrative Agent in the event the Company discovers or
determines that any computer applications that are material to
its or any of its Subsidiaries' business and operations are not
Year 2000 Compliant, except to the extent that such failure could
not reasonably be expected to cause a Material Adverse Change;
and

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

Section 5.06. Maintenance of Property.  Each of the Company
and its Subsidiaries shall (a) maintain their material owned,
leased, or operated property, equipment, buildings and fixtures
in substantially the same or better condition and repair as the
condition and repair as of December 31, 1999, normal wear and
tear excepted and (b) not knowingly or willfully permit the
commission of waste or other injury, or the release of Hazardous
Substances on or about the owned or operated property in
violation of applicable Environmental Laws.

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

Section 5.08. Use of Proceeds.  The Borrowers shall use the
proceeds of Advances for (i) the refinancing of existing Debt of
the Company and its Subsidiaries, (ii) Capital Expenditures,  and
(iii) general corporate purposes of the Company and its
Subsidiaries.  The Borrowers will not engage in the business of
extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U).

Section 5.09. Nature of Business.  Neither the Company nor
any of its Subsidiaries shall engage in any business if, as a
result, the general nature of the business, taken on a
consolidated basis, which would then be engaged in by the Company
and its Subsidiaries would be substantially changed from the
general nature of the business engaged in by the Company and its
Subsidiaries on the Closing Date.

Section 5.10. New Subsidiaries.

(a) Within 10 Business Days after (i) the date of the
creation of any new Material Domestic Subsidiary of the Company,
(ii) the date that any Subsidiary of the Company that was not a
Material Domestic Subsidiary becomes a Material Domestic
Subsidiary, or (iii) the purchase permitted by this Agreement by
the Company or any of its Subsidiaries of the capital stock of
any Person, which purchase results in such Person becoming a
Material Domestic Subsidiary of the Company, the Company shall,
in each case, cause (A) such Material Domestic Subsidiary to
execute and deliver to the Administrative Agent (with sufficient
originals for each applicable Lender) any or all of the following
documents requested by the Administrative Agent:  a Guaranty to
guaranty the Obligations and a Security Agreement, a Pledge
Agreement (if such new Subsidiary owns one or more Subsidiaries),
one or more Vessel Mortgages (if such new Subsidiary owns one or
more Material Vessels), and such other Security Documents as the
Administrative Agent may reasonably request, in each case to
secure the Obligations together with evidence of corporate
authority to enter into such Guaranty, Security Agreement, Pledge
Agreement, Vessel Mortgages and other Security Documents as the
Administrative Agent may reasonably request and (B) the Company
or its Subsidiary owning capital stock or other equity interests
of such new Subsidiary to execute a Pledge Agreement pledging
100% of its interests in the capital stock or other equity
interests of such new Subsidiary to secure the Obligations and
deliver such evidence of corporate authority to enter into such
Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and
appropriately executed stock powers in blank.

(b) Within 10 Business Days after (i) the date of the
creation of any new Mexican Subsidiary that is a Material
Subsidiary or (ii) the purchase of a Person by a Mexican
Subsidiary, which purchase results in such Person becoming a
Mexican Subsidiary that is a Material Subsidiary, the Company
shall, in each case, cause (A) such Mexican Subsidiary to execute
and deliver to the Administrative Agent (with sufficient
originals for each applicable Lender) any or all of the following
documents requested by the Administrative Agent or any Lender: a
Guaranty to guaranty the Mexican Subsidiaries' Obligations and
Mexican Security Documents and one or more Vessel Mortgages (if
such new Subsidiary owns one or more Material Vessels), and such
other Security Documents and the Administrative Agent or any
Lender may reasonably request, in each case to secure the Mexican
Subsidiaries's Obligations together with evidence of corporate
authority to enter into such Guaranty, Mexican Security Document,
and Vessel Mortgages and (B) the Company or its Subsidiary owning
capital stock or other equity interests of such new Subsidiary to
execute a Pledge Agreement pledging 100% of its interests in the
capital stock or other equity interests of such new Subsidiary to
secure the Mexican Subsidiaries' Obligations and 66% of its
interests in such capital stock to secure the Loan Parties'
Obligations and such evidence of corporate authority to enter
into such Pledge Agreement as the Administrative Agent may
reasonably request, along with share certificates pledged thereby
and appropriately executed stock powers in blank.

(c) Within 10 Business Days after (i) the date of the
creation of any new Material Subsidiary that is a Foreign
Subsidiary (other than a Mexican Subsidiary) or (ii) the purchase
of a Person by the Company or any of its Subsidiaries of a
Foreign Subsidiary that is a Material Subsidiary, the Company
shall, in each case to the extent permitted by applicable foreign
law, cause the stockholder of such new Subsidiary to execute a
Pledge Agreement pledging 66% of its interests in the capital
stock or other equity interests of such new Subsidiary to secure
the other Foreign Subsidiaries' Obligations and 66% of its
interests in such capital stock or other equity interests to
secure the Company and its Domestic Subsidiaries' Obligations and
in all cases such evidence of corporate authority to enter into
such Pledge Agreement as the Administrative Agent may reasonably
request, along with share certificates pledged thereby and
appropriately executed stock powers in blank.

Section 5.11. New Vessels.  Upon the acquisition by the
Company or any of its Subsidiaries of any Material Vessel, the
Company will, or will cause the Subsidiary which acquired such
Material Vessel to, execute and deliver to Administrative Agent
for the ratable benefit of the Lenders (a) a Vessel Mortgage
granting a security interest in such Material Vessel to secure
(i) in the case of the Company or a Domestic Subsidiary, the Loan
Parties' Obligations and (ii) in the case of a Foreign
Subsidiary, such Foreign Subsidiary's Obligations and (b) such
evidence of corporate authority to enter into such Vessel
Mortgage as the Administrative Agent may reasonably request;
provided, however, that the Company and its Subsidiaries shall
not be required to execute and deliver a Vessel Mortgage covering
any Material Vessel which is acquired or to be acquired with
MARAD Financing, subject to liens securing purchase money debt or
Capital Leases, or subject to liens securing Debt permitted by
clause 6.02(e).

Section 5.12. Rate Hedging Agreements.  If the Hercules
Title XI Issue has not been completed within 180 days after the
Closing Date, then the Company shall, within 30 days after such
initial 180-day period has concluded, enter into Rate Hedging
Agreements with a Lender or Lenders in an aggregate notional
amount not less than 50% of the outstanding principal amount of
the Term Advances that reduces proportionately with the
amortization of the Term Advances.  Such Rate Hedging Agreements
shall be in form and substance reasonably satisfactory to the
Administrative Agent.

Section 5.13. Post Closing Collateral.  The Company shall
provide or cause to be provided:

(a) within 45 days after the Closing Date, such surveys and
title insurance as may be reasonably requested by the
Administrative Agent for the Property subject to the Mortgages;

(b) within 45 days after receipt of written request of the
Administrative Agent made no earlier than six months after the
Closing Date, a Mortgage granting an Acceptable Security Interest
in any of the real estate of the Company and its Subsidiaries
held for sale on the Closing Date that has not been sold as of
the date of the Company's receipt of such notice and such surveys
and title insurance for such real estate as the Administrative
Agent may reasonably request;

(c) within 30 days after the Closing Date, (i) a Guaranty
executed by the Company and the Guaranties described in Part II
of Schedule 3.01(a)(iv) duly executed by the Guarantors party
thereto, (ii) Pledge Agreements duly executed by the pledgors
party thereto, pledging all of the equity interests held by the
Company and its Subsidiaries in the Company's Material Domestic
Subsidiaries not pledged as of the Closing Date and 66% of the
equity interests held by the Company and its Subsidiaries in the
Company's Material Foreign Subsidiaries, in each case together
with stock certificates, stock powers executed in blank, UCC-1
financing statements, and any other documents, agreements, on
instruments necessary to create an Acceptable Security Interest
in such equity interests; (iii) Security Agreements duly executed
by the Company and Pipelines, Incorporated granting to the
Administrative Agent for the benefit of the Lenders a Lien in
substantially all of the personal property of such Persons (other
than personal property not subject to the Uniform Commercial Code
and the MARAD Collateral) to secure the Obligations, in each case
together with UCC-1 financing statements and any other documents,
agreements, or instruments necessary to create an Acceptable
Security Interest in such pledged collateral, (iv) the Vessel
Mortgages executed by each of the Company and each of its
Subsidiaries which owns a Vessel listed on Schedule 5.13 duly
executed by the parties thereto, granting a Lien to the
Administrative Agent for the benefit of the Lenders in such
Vessels listed on Schedule 5.13 (which Schedule does not list the
MARAD Vessels and the Heller Vessels) to secure the Obligations,
in each case together with any other documents, agreements or
instruments necessary to create an Acceptable Security Interest
in such Vessels and the revenues therefrom (other than MARAD
Collateral); (v) a Mortgage executed by the Company granting a
Lien to the Administrative Agent for the benefit of the Lenders
in the real estate listed on the attached Schedule 5.13 to secure
the Obligations; and (vi) a favorable opinion of Vinson & Elkins,
L.L.P. and, if applicable, of local counsel reasonably
satisfactory to the Administrative Agent covering such items as
the Administrative Agent may reasonably request for New York,
Texas, Louisiana, Mexico, Vanuatu, and the Cayman Islands, and
any other jurisdiction in which a Material Subsidiary is located
or a material amount, as determined by the Administrative Agent
in its reasonable discretion, of the Collateral is located; and

(d) within 30 days after the repayment of the Debt secured
by the Heller Vessels, a Vessel Mortgage granting the
Administrative Agent an Acceptable Security Interest in such
Vessels.


ARTICLE VI

NEGATIVE COVENANTS

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

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

(a) Liens securing the Obligations;

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

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

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

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

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

(g) Liens on Property of Persons which become Subsidiaries
of the Company after the Closing Date securing Debt permitted
hereby; provided that, (i) such Liens are in existence at the
time the respective Persons become Subsidiaries of the Company
and were not created in anticipation thereof and (ii) the Debt
secured by such Liens (A) is secured only by such Property and
not by any other assets of the Subsidiary acquired, and (B) is
not increased in amount;

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

(i) purchase money Liens or purchase money security
interests upon or in any equipment acquired or held by the
Company or any of its Subsidiaries in the ordinary course of
business prior to or at the time of the Company's or such
Subsidiary's acquisition of such equipment; provided that, the
Debt secured by such Liens (i) was incurred solely for the
purpose of financing the acquisition of such equipment, and does
not exceed the aggregate purchase price of such equipment, (ii)
is secured only by such equipment and not by any other assets of
the Company and its Subsidiaries, (iii) is not increased in
amount, and (iv) the aggregate principal amount of the
indebtedness secured by the Liens permitted by this paragraph (i)
shall not exceed $10,000,000.00;

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

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

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

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

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

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

(d) any MARAD Financing used to finance the acquisition,
construction, or improvement of the Company's or any of its
Subsidiaries' Vessels (including any rearrangements, extensions,
or refinancing thereof) in an aggregate principal amount
outstanding at any time not to exceed $150,000,000.00; provided
that, except as permitted by clause (e) below, the Company and
its Subsidiaries may not enter into additional MARAD Financing
described in this clause (d) (other than rearrangements,
extensions, or refinancings thereof) if a Default is continuing
or entering into the additional indebtedness would reasonably be
expected to cause a Default;

(e) the Hercules Title XI Issue;

(f) the Company's obligations in respect of the Carlyss
Facility Bonds;

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

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

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

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

(k) Permitted Bond Obligations;

(l) unsecured obligations other than Permitted Bond
Obligations in respect of standby letters of credit, bonds and
guaranties issued for the account of the Company or any of its
Subsidiaries in the ordinary course of business with an aggregate
face amount outstanding at time not to exceed $50,000,000.00 or
its Equivalent Amount in another currency;

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

(n) Permitted Mexican Contract Financing in an aggregate
amount outstanding at any time not to exceed $50,000,000.00; and

(o) other unsecured Debt of the Company and its
Subsidiaries with an aggregate principal amount outstanding not
to exceed $15,000,000.00.

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

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

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

(iii) the Company and its Subsidiaries may sell, lease,
transfer or otherwise dispose of any assets to third parties
outside the ordinary course of business; provided that, the
Net Cash Proceeds received by the Company or such Subsidiary
from all such sales in excess of $10,000,000.00 in any
calendar year shall either (A) be re-invested by the Company
or such Subsidiary in replacement assets of comparable value
and utility within six months of the date received or (B)
applied as a prepayment of Term Advances within such six-
month period in accordance with Section 2.07; and

(iv) the Company and its Subsidiaries may sell,
discount or factor foreign accounts receivable with an
uncollected face amount outstanding at any time not to
exceed $50,000,000.00 without recourse or representation or
warranty other than customary representations and warranties
and recourse that would not prevent true sale treatment of
such sale, discount or factor under GAAP.

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

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

(b) Liquid Investments;

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

(d) the acquisition by the Company or any of its
Subsidiaries, in a single transaction or any series of related
transactions, of any Person or the business or all or
substantially all of the assets of any such Person, or any
division of any such Person, whether through investment, purchase
of assets, merger or otherwise, including, but not limited to, in
any transaction pursuant to which any such Person that was not
theretofore a Subsidiary of the Company, becomes a Subsidiary of
the Company and is consolidated with the Company for financial
reporting purposes; provided, however, in the case of any
transaction subject to this clause (d), that, after giving effect
to such transaction on a pro forma basis, no Default exists or
would be caused thereby;

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

(f) loans or advances to employees made in the ordinary
course of business in an amount outstanding at any time not to
exceed $5,000,000.00.

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

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

Section 6.07. Restricted Payments.  Neither the Company nor
any of its Subsidiaries shall make any Restricted Payments other
than Restricted Payments by Subsidiaries of the Company to the
Company or another Subsidiary of the Company and by the Company
to any of its Subsidiaries.

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

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

Section 6.10. Leverage Ratio.  The Company will not permit
its Leverage Ratio at the end of any fiscal quarter to be greater
than the levels indicated below for the corresponding periods:


                     Period                        Ratio

        Closing Date through June 30, 2000      4.50 to 1.00

        July 1, 2000 through December 31, 2000  3.50 to 1.00

        January 1, 2001 and thereafter          2.75 to 1.00

Section 6.11. Minimum Net Worth. The Company shall not
permit Consolidated Net Worth as of the last day of any fiscal
quarter to be less than (a) $345,000,000.00 plus (b) 50% of its
Consolidated Net Income for each fiscal quarter beginning with
the fiscal quarter ending on December 31, 1999, during which
Consolidated Net Income is positive, but without reductions for
any fiscal quarters during which Consolidated Net Income is
negative plus (c) 100% of the Net Cash Proceeds from any Equity
Issuance on and after January 1, 2000 plus (d) without
duplication of the preceding clause (c), 100% of any increase in
Consolidated Net Worth from the conversion of any Debt to equity,
the issuance of any capital stock, warrants or options to
purchase capital stock or other equity interest, and any other
transaction the effect of which is to increase Consolidated Net
Worth.

Section 6.12. Minimum Fixed Charge Coverage Ratio.  The
Company will not permit the Fixed Charge Coverage Ratio at the
end of any fiscal quarter to be less than the following ratios
during the following periods:


                     Period                            Ratio
        Closing Date through December 31, 2000     1.15 to 1.00

        January 1, 2001 and thereafter             1.25 to 1.00

Section 6.13. Capital Expenditures.  The Company will not
permit its consolidated Capital Expenditures to exceed the
following amounts during the following calendar years:


        Calendar Year                   Maximum Amount

            2000                        $50,000,000.00
            2001                        $60,000,000.00
            2002                        $70,000,000.00
            2003                        $75,000,000.00
            2004                        $85,000,000.00

Beginning with calendar year 2001, the foregoing maximum amount
for each calendar year shall be increased by the Carryover Amount
for the prior calendar year.  The "Carryover Amount" for any
calendar year equals (A) 50% times (B) the positive difference,
if any, between the maximum amount (without regard to any
Carryover Amount) and the actual Capital Expenditures for such
calendar year.


ARTICLE VII

REMEDIES

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

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

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

(c) Covenant Breaches.  A Borrower or any other Loan Party
shall (i) fail to perform or observe any covenant contained in
Sections 5.02, 5.05(a), 5.05(b), 5.12, and Article VI of this
Agreement or (ii) fail to perform or observe any other term or
covenant set forth in this Agreement or in any other Credit
Document which is not covered by clause (i) above or any other
provision of this Section 7.01 if such failure shall remain
unremedied for 30 days from the earlier of written notice of such
default to the Company from the Administrative Agent or any
Lender or the date of actual knowledge of such default by a
Responsible Officer of the Company or any of its Subsidiaries;

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

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

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

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

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

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

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

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

Section 7.02. Optional Acceleration of Maturity.  If any
Event of Default (other than an Event of Default pursuant to
paragraph (e) of Section 7.01) shall have occurred and be
continuing, then, and in any such event:

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

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

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

Section 7.03. Automatic Acceleration of Maturity.  If any
Event of Default pursuant to paragraph (e) of Section 7.01 shall
occur:

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

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

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

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

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


ARTICLE VIII

THE ADMINISTRATIVE AGENT AND THE ISSUING BANK

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

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

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

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

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

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

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

Section 8.08. Reimbursement and Indemnification.
THE LENDERS AGREE TO REIMBURSE AND INDEMNIFY THE ADMINISTRATIVE AGENT AND THE
ISSUING BANK RATABLY IN PROPORTION TO THEIR RESPECTIVE PRO RATA SHARES (I) FOR
ANY AMOUNTS NOT REIMBURSED BY THE BORROWERS FOR WHICH THE ADMINISTRATIVE AGENT
OR THE ISSUING BANK, AS APPLICABLE, IS ENTITLED TO REIMBURSEMENT BY THE
BORROWERS UNDER THE CREDIT DOCUMENTS, (II) FOR ANY AMOUNTS NOT REIMBURSED BY
THE BORROWERS FOR ANY OTHER EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR
THE ISSUING BANK ON BEHALF OF THE LENDERS, IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION AND ENFORCEMENT OF THE CREDIT DOCUMENTS,
AND (III) FOR ANY AMOUNTS NOT REIMBURSED BY THE BORROWERS FOR ANY LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER WHICH MAY BE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR ANY
ISSUING BANK IN ANY WAY RELATING TO OR ARISING OUT OF THE CREDIT DOCUMENTS OR
ANY OTHER DOCUMENT DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS
CONTEMPLATED THEREBY, OR THE ENFORCEMENT OF ANY OF THE TERMS THEREOF OR OF ANY
SUCH OTHER DOCUMENTS, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY OF THE
FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE ADMINISTRATIVE AGENT OR THE ISSUING BANK.  THE
INDEMNIFICATION RIGHTS IN FAVOR OF THE ADMINISTRATIVE AGENT AND THE ISSUING
BANK SHALL EXTEND ONLY TO COSTS AND EXPENSES INCURRED IN SUCH CAPACITIES AND
SHALL NOT INCLUDE ANY COSTS AND EXPENSES INCURRED IN EITHER'S CAPACITY AS A
LENDER.  THE OBLIGATIONS OF THE LENDERS UNDER THIS SECTION 8.08 SHALL SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.

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

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

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

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

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


ARTICLE IX

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

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

Section 9.02. Participations.

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

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

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

Section 9.03. Assignments.

(a) Permitted Assignments.  Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at
any time assign to one or more banks or other entities
("Purchasers") all or any part of its rights and obligations
under the Credit Documents; provided, however, that in the case
of an assignment to an entity which is not a Lender or an
Affiliate of a Lender, such assignment shall be in a minimum
amount of the lesser of (i) $5,000,000.00 and (ii) all of such
Lender's Commitments and Advances of the Class being assigned.
Subject to the minimum amount set forth in the preceding
sentence, any Lender making such an assignment may assign any
percentage of a Class of Advances and its Commitments related
thereto without respect to the percentage assigned, if any, of
any other Class of Advances and related Commitments.  A Lender
making an assignment shall also assign or cause such Lender's
affiliate, if any, who is a Swingline Bank to assign a portion of
such Swingline Bank's Swingline Advances to the assignee or an
appropriate affiliate of the assignee equal to the same portion
of the Revolving Commitments and Revolving Advances sold to such
Assignee.  No Swingline Bank may assign any portion of its
Swingline Advances unless it or its affiliate which has a
Revolving Commitment assigns the same portion of such Lender's
Revolving Commitments and Revolving Advances to the Person or an
affiliate of the Person purchasing the assignment from such
Swingline Bank.  Such assignment shall be made pursuant to an
Assignment and Acceptance substantially in the form of Exhibit A
or in such other form as may be agreed to by the parties thereto
("Assignment and Acceptance").  The consent of the Administrative
Agent and, so long as no Default is continuing, the Company shall
be required prior to an assignment becoming effective with
respect to a Purchaser which is not a Lender or an Affiliate
thereof.  Such consent shall not be unreasonably withheld.

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

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

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


ARTICLE X

MISCELLANEOUS

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

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

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

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

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

Section 10.06. Indemnification.  EACH BORROWER SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT, THE ISSUING BANK, THE ARRANGER, THE LENDERS AND EACH
AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST,
ANY AND ALL LOSSES, LIABILITIES, CLAIMS OR DAMAGES TO WHICH ANY OF THEM MAY
BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES, CLAIMS OR DAMAGES ARISE
OUT OF OR RESULT FROM (I) ANY ACTUAL OR PROPOSED USE BY THE COMPANY OR ANY
AFFILIATE OF THE COMPANY OF THE PROCEEDS OF ANY ADVANCE, (II) ANY BREACH BY A
BORROWER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, (III)
ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING ANY THREATENED
INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, OR (IV) ANY
ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING
TO THE PRESENT OR PREVIOUSLY OWNED OR OPERATED PROPERTIES, OR THE OPERATIONS OR
BUSINESS, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND EACH BORROWER SHALL
REIMBURSE THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE ARRANGER, AND EACH
LENDER, AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION,
LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON BEING
INDEMNIFIED'S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES,
CLAIMS, DAMAGES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE, BAD
FAITH OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED, OR IN THE CASE OF
CLAUSE (IV) ABOVE, CAUSED BY THE AFFIRMATIVE ACT OF THE ADMINISTRATIVE AGENT,
THE ISSUING BANK, THE ARRANGER OR SUCH LENDER.

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

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

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

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

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

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

Section 10.13. Governing Law.  THIS AGREEMENT AND EACH OF THE OTHER
CREDIT DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH THEREIN) SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 10.14. Consent to Jurisdiction; Process Agent.

(a) EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT
DOCUMENTS AND SUCH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM.  ANY JUDICIAL PROCEEDING BY A BORROWER AGAINST THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER OR BY THE ADMINISTRATIVE
AGENT, THE ISSUING BANK OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE
AGENT, THE ISSUING BANK OR ANY LENDER AGAINST A BORROWER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

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

Section 10.15. Waiver of Jury.  THE BORROWERS, THE ISSUING BANK,
THE LENDERS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL
RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING, DIRECTLY OR
INDIRECTLY,  (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, OR THE RELATIONSHIP ESTABLISHED HEREUNDER.


EXECUTED as of the 30th day of December, 1999.

BORROWERS:

GLOBAL INDUSTRIES, LTD.


By:
Name:
Title:


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


By:
Name:
Title:



ADMINISTRATIVE AGENT:

BANK ONE, NA,
as Administrative Agent


By:
Name:
Title:


ISSUING BANK

BANK ONE, LOUISIANA, NATIONAL
   ASSOCIATION


By:
Name:
Title:


BANKS:

REVOLVING COMMITMENT		BANK ONE, NA
$47,916,667.00

TERM COMMITMENT			By:
$67,083,333.00				Name:
Title:


REVOLVING COMMITMENT		CREDIT LYONNAIS NEW YORK BRANCH
$20,833,333.00

TERM COMMITMENT			By:
$29,166,667.00				Name:
Title:


REVOLVING COMMITMENT		WELLS FARGO BANK (TEXAS), N.A.
$20,833,333.00

TERM COMMITMENT			By:
$29,166,667.00				Name:
Title:


REVOLVING COMMITMENT		WHITNEY NATIONAL BANK
$14,583,333.00

TERM COMMITMENT			By:
$20,416,667.00				Name:
Title:


REVOLVING COMMITMENT		CREDIT SUISSE FIRST BOSTON
$10,416,667.00

TERM COMMITMENT			By:
$14,583,333.00				Name:
Title:


REVOLVING COMMITMENT		HIBERNIA NATIONAL BANK
$10,416,667.00

TERM COMMITMENT			By:
$14,583,333.00				Name:
Title:


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