<PAGE>
                                                                  Exhibit 2.6


                                   DATED                     1999
                                   ----------------------

                   ADVIESBURO ENERGIETECHNIEK VAN DE POL B.V.
               (ALSO REFERRED TO AS AND TRADING UNDER THE NAME OF
                           STOLT COMEX SEAWAY FINANCE)
                                  (AS BORROWER)

                                     - AND -

                             STOLT COMEX SEAWAY S.A.
                                 (AS GUARANTOR)

                                     - AND -

                               DEN NORSKE BANK ASA
                                   AND OTHERS
                                   (AS BANKS)

                                     - AND -

                               DEN NORSKE BANK ASA
                    (AS FACILITY AGENT AND SECURITY TRUSTEE)

                                     - AND -

                               DEN NORSKE BANK ASA
                                   AND OTHERS
                                 (AS ARRANGERS)

                                     - AND -

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                             (AS SYNDICATION AGENT)

                    -----------------------------------------

                             US$150,000,000 SECURED
                          MULTI-CURRENCY REVOLVING LOAN
                               FACILITY AGREEMENT
                    -----------------------------------------

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                                    CONTENTS
                                                                            PAGE


1  Definitions and Interpretation..............................................2

2  The Facility and its Purpose...............................................22

3  Conditions Precedent and Subsequent........................................25

4  Representations and Warranties.............................................31

5  Currency...................................................................34

6  Repayment and Prepayment...................................................35

7  Interest...................................................................37

8  Guarantee and Indemnity....................................................38

9  Fees.......................................................................43

10 Security Documents.........................................................44

11 Agency and Trust...........................................................45

12 Covenants..................................................................55

13 Earnings...................................................................66

14 Events Of Default..........................................................66

15 Set-Off and Lien...........................................................71

16 Assignment and Sub-Participation...........................................72

17 Payments, Mandatory Prepayment, Reserve Requirements and Illegality........75

18 Communications.............................................................80

19 General Indemnities........................................................81

20 Miscellaneous..............................................................83

21 Law and Jurisdiction.......................................................88

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SCHEDULE 1....................................................................90
            The Banks, the Commitments and the Proportionate Shares...........90

SCHEDULE 2....................................................................92
            Lead Arrangers....................................................92

SCHEDULE 3....................................................................93
            The Shipowning Guarantors and the Vessels.........................93

SCHEDULE 4....................................................................98

SCHEDULE 5...................................................................100
            Form of Transfer Certificate.....................................100

APPENDIX A...................................................................107

APPENDIX B...................................................................108

APPENDIX C...................................................................109

APPENDIX D...................................................................110

APPENDIX E...................................................................111

<PAGE>

LOAN FACILITY AGREEMENT

DATED:                          1999

BETWEEN:-

(1)      ADVIESBURO ENERGIETECHNIEK VAN DE POL B.V. (ALSO REFERRED TO AS AND
         TRADING UNDER THE NAME OF STOLT COMEX SEAWAY FINANCE) which is a
         company incorporated according to the law of The Netherlands with its
         registered office at Arent Janszoon Ernststraat 595H, 1082 LD
         Amersterdam (PO Box 7827, 1008 AA Amsterdam), The Netherlands (the
         "BORROWER"); and

(2)      STOLT COMEX SEAWAY S.A. which is a company incorporated according to
         the law of Luxembourg with its registered office at 11 Rue Aldringen
         L-118 Luxembourg (the "GUARANTOR"); and

(3)      the banks listed in Schedule 1, each acting through its office at the
         address indicated against its name in Schedule 1 (together "THE BANKS"
         and each a "BANK"); and

(4)      DEN NORSKE BANK ASA, acting as facility agent and security trustee
         through its office at 200 Park Avenue, New York, New York 10166-0396,
         United States of America (in that capacity "THE AGENT"); and

(5)      the banks and financial institutions listed in Schedule 2, each acting
         as a lead arranger through its office at the address indicated against
         its name in Schedule 2 (together in that capacity "THE Arrangers" and
         each an "ARRANGER"); and

(6)      BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION acting as
         syndication agent through its office at 3 Allen Center, 333 Clay
         Street, Suite 4550, Houston, Texas 77002, United States of America (in
         that capacity "THE SYNDICATION AGENT").

<PAGE>


WHEREAS:-

(A)      Each of the Vessels is registered in the ownership of her Owner under
         the flag of the country as indicated in Schedule 3 and each of the ROVs
         is owned by the Shipowning Guarantor indicated in Schedule 3.

(B)      Each of the Banks has agreed to advance to the Borrower its respective
         Commitment of an aggregate principal amount not exceeding one hundred
         and fifty million Dollars ($150,000,000) or the Equivalent Amount in a
         Permitted Currency or Permitted Currencies (as appropriate) in order to
         assist the Borrower in providing for the re-financing of the Existing
         Loan in full and with working capital for the Borrower and its
         affiliates. It is specifically agreed that at least the lower of fifty
         million Dollars ($50,000,000) and one third (1/3) of the Facility
         Outstandings at any time during the Facility Period shall be lent by
         the Borrower to its parent company, Stolt Comex Seaway A/S.

IT IS AGREED as follows:-

1        DEFINITIONS AND INTERPRETATION

         1.1      DEFINITIONS

                  In this Agreement:-

                  1.1.1    "THE ADDRESS FOR SERVICE" means c/o Stolt-Nielsen
                           Limited, Aldwych House, 71-91 Aldwych, London WC2B
                           4HN, England or, in relation to any of the Security
                           Parties, such other address in England and Wales as
                           that Security Party may from time to time designate
                           by no fewer than ten Business Days' written notice to
                           the Agent.

                  1.1.2    "THE ADDITIONAL RATE" means the cost imputed to the
                           Banks of compliance with:

                           (a)      the mandatory liquid asset requirements of
                                    the Bank of England and/or the banking
                                    supervision or other costs imposed by the


                                       2

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                                    Financial Services Authority, as determined
                                    in accordance with Appendix E; and

                           (b)      any other applicable regulatory or central
                                    bank requirement (including any requirement
                                    of the European Central Bank) relating to
                                    any amount advanced under this Agreement by
                                    a Bank through a branch in a state being one
                                    of the participating countries which at the
                                    relevant time shall have entered into
                                    economic and monetary union (as a result of
                                    the legislative measures contemplated by the
                                    Treaty of Rome of 25 March 1957, as amended
                                    from time to time).

                  1.1.3    "THE ADMINISTRATION" has the meaning given to it in
                           paragraph 1.1.3 of the ISM Code.

                  1.1.4    the "ADVANCE DATE", in relation to any Drawing, means
                           the date on which that Drawing is advanced by the
                           Banks to the Borrower pursuant to Clause 2.

                  1.1.5    "THE ASSIGNMENTS" means the deeds of assignment of
                           the Insurances, Earnings and Requisition Compensation
                           in respect of each Vessel referred to in Clause 10.2
                           (each an "ASSIGNMENT").

                  1.1.6    "THE BORROWER'S OBLIGATIONS" means all of the
                           liabilities and obligations of the Borrower to the
                           Finance Parties under or pursuant to the Borrower's
                           Security Documents, whether actual or contingent,
                           present or future, and whether incurred alone or
                           jointly or jointly and severally with any other and
                           in whatever currency, including (without limitation)
                           interest, commission and all other charges and
                           expenses.

                  1.1.7    "THE BORROWER'S SECURITY DOCUMENTS" means those of
                           the Security Documents to which the Borrower is or is
                           to be a party.

                                       3

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                  1.1.8    "BREAK COSTS" means all documented costs, losses,
                           premiums or penalties incurred by any of the Finance
                           Parties in the circumstances contemplated by Clause
                           19.4 or as a result of any of them receiving any
                           prepayment of all or any part of the Facility
                           (whether pursuant to Clause 6.2 or otherwise) or any
                           other payment under or in relation to the Security
                           Documents on a day other than the due date for
                           payment of the sum in question, and includes (without
                           limitation) any losses or costs incurred in
                           liquidating or re-employing deposits from third
                           parties acquired to effect or maintain the Facility,
                           and any liabilities, expenses or losses incurred by
                           any of the Finance Parties in terminating or
                           reversing, or otherwise in connection with, any
                           interest rate and/or currency swap, transaction or
                           arrangement entered into by any of the Finance
                           Parties to hedge any exposure arising under this
                           Agreement, or in terminating or reversing, or
                           otherwise in connection with, any open position
                           arising under this Agreement.

                  1.1.9    "BUSINESS DAY" means (a) a day on which banks are
                           open for the transaction of business of the nature
                           contemplated by this Agreement (and not authorised by
                           law to close) in New York City, United States of
                           America; London, England; Oslo, Norway, Brussels,
                           Belgium; and (b) in relation to the determination of
                           interest rates for euros only, a day on which the
                           Trans-European Automated Real Time Gross Settlement
                           Express System (TARGET) is operating.

                  1.1.10   "CERTIFICATE OF COMPLIANCE" means a certificate
                           materially in the form set forth in Schedule 4,
                           signed by the finance director or similar officer of
                           the Guarantor.

                  1.1.11   "CHANGE OF CONTROL" means that SNSA shall cease, for
                           any reason whatsoever, to own or control directly or
                           indirectly, shares of the Guarantor representing at
                           least 30% of all votes capable of being represented
                           in any shareholders' meeting of the Guarantor or if
                           any shareholder or group of shareholders acting in
                           concert outside SNSA at any time own or control,
                           directly or indirectly, more of the issued voting

                                       4

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                           shares determined, on a per vote basis, of the
                           Guarantor than those owned by SNSA.

                  1.1.12   "COMMITMENT" means, in relation to each Bank, the
                           amount of the Facility which that Bank agrees to
                           advance to the Borrower as its several liability as
                           indicated against the name of that Bank in Schedule
                           1, as reduced from time to time in accordance with
                           Clause 2.4.5, or, where the context permits, the
                           amount of the Facility advanced by that Bank and
                           remaining outstanding.

                  1.1.13   "COMMITMENT COMMISSION" means the commitment
                           commission to be paid by the Borrower to the Agent
                           pursuant to Clause 9.2.

                  1.1.14   a "COMMUNICATION" means any notice, approval, demand,
                           request or other communication from one party to this
                           Agreement to any other party to this Agreement.

                  1.1.15   "THE COMMUNICATIONS ADDRESS" means c/o Stolt Comex
                           Seaway M.S. Limited, Bucksburn House, Howes Road,
                           Bucksburn, Aberdeen, AB21 9RQ, Scotland, United
                           Kingdom fax no: +(44) 1224 712 658 marked for the
                           attention of Paul Frikstad.

                  1.1.16   "THE COMPANY" means, in relation to any Vessel and
                           at any given time, the company responsible for the
                           Vessel's compliance with the ISM Code pursuant to
                           paragraph 1.1.2 of the ISM Code.

                  1.1.17   "CONSOLIDATED DEBT" means for the Guarantor and its
                           Subsidiaries (on a consolidated basis) at any time,
                           the aggregate value of (i) notes payable (whether
                           promissory notes or otherwise), plus (ii) long-term
                           debt (including current portion of long-term debt),
                           plus (iii) capitalised lease obligations on behalf of
                           third parties and all contingent liabilities related
                           to debt and capital lease obligations which, 
                           according to US GAAP, are considered probable and
                           estimable, plus (iv) subordinated debt, less (v)

                                       5

<PAGE>

                           the amount of debt for which there is a restricted
                           cash deposit which will repay all or part of such
                           financial debt obligation.

                  1.1.18   "CONSOLIDATED TANGIBLE NET WORTH" means for the
                           Guarantor and its Subsidiaries (on a consolidated
                           basis) at any time (a) the sum, to the extent shown
                           on the Guarantor's consolidated balance sheet, of (i)
                           the amount of issued and outstanding share capital,
                           less the cost of treasury shares, plus (ii) the
                           amount of surplus and retained earnings, less (b)
                           intangible assets as determined in accordance with US
                           GAAP.

                  1.1.19   "CONVERTED" means actually or notionally (as the case
                           may require) converted by the Agent, at the rate at
                           which the Agent, in accordance with its usual
                           practice, is able in the London Interbank market to
                           purchase the Permitted Currency in which the Facility
                           or part thereof is then denominated with the
                           Permitted Currency in which the Facility or part
                           thereof is to be denominated, on the second Business
                           Day before the value date for that conversion
                           pursuant to Clause 5, and the words "CONVERT" and
                           "CONVERSION" shall be interpreted accordingly.

                  1.1.20   "CURRENCY OF ACCOUNT" means, in relation to any
                           payment to be made to a Finance Party pursuant to any
                           of the Security Documents, the currency in which that
                           payment is required to be made by the terms of the
                           relevant Security Document.

                  1.1.21   "THE DEED OF COVENANTS" means the deed of covenants
                           referred to in Clause 10.1.

                  1.1.22   "DEFAULT RATE" means the rate which is the aggregate
                           of (i) one per centum (1%) per annum and (ii) the
                           applicable Margin, above LIBOR.

                  1.1.23   "DOC" means a valid Document of Compliance issued
                           for the Company by the Administration pursuant to
                           paragraph 13.2 of the ISM Code.

                                       6

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                  1.1.24   "DOLLARS" and "$" each means available and freely
                           transferable and convertible funds in lawful currency
                           of the United States of America.

                  1.1.25   "DRAWDOWN NOTICE" means a notice complying with
                           Clause 2.3.

                  1.1.26   "DRAWING" means a part (or, if requested and
                           available, all) of the Facility advanced by the Banks
                           to the Borrower in accordance with Clause 2.

                  1.1.27   "EARNINGS", in relation to a Vessel and each ROV,
                           means all hires, freights, pool income and other sums
                           payable to or for the account of the Owner in respect
                           of that Vessel or ROV including (without limitation)
                           all remuneration for salvage and towage services,
                           demurrage and detention moneys, contributions in
                           general average, compensation in respect of any
                           requisition for hire and damages and other payments
                           (whether awarded by any court or arbitral tribunal or
                           by agreement or otherwise) for breach, termination or
                           variation of any contract for the operation, 
                           employment or use of the Vessel or ROV.

                  1.1.28   "EBITDA" means the consolidated Earnings of the
                           Guarantor and its Subsidiaries before interest,
                           Taxes, depreciation and amortisation, at any time
                           during the Facility Period as determined in
                           accordance with US GAAP, calculated on a pro forma
                           basis to include acquisitions.

                  1.1.29   "ENCUMBRANCE" means any mortgage, charge, pledge,
                           lien, assignment, hypothecation, preferential right,
                           option, title retention or trust arrangement or any
                           other agreement or arrangement which has the effect
                           of creating security.

                  1.1.30   "EQUIVALENT AMOUNT" means the amount of any Permitted
                           Currency converted from the relevant amount of
                           Dollars.

                  1.1.31   "EURO" means the currency of participating Member
                           States of the European Monetary Union, pursuant to
                           Council Regulation (EC) 974/98

                                       7

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                           of 3 May 1998, (as changed from time to time by the
                           European Communities).

                  1.1.32   "EVENT OF DEFAULT" means any of the events set out in
                           Clause 14.2.

                  1.1.33   "EXECUTION DATE" means the date on which this
                           Agreement is executed by each of the parties thereto.

                  1.1.34   "THE EXISTING LOAN" means the inter-company debt due
                           from an indirect parent of the Borrower to Stolt
                           Nielsen Transportation Group Limited (formerly Stolt
                           Parcel Tankers Inc.), a subsidiary of SNSA pursuant
                           to a loan agreement dated 10 August 1998.

                  1.1.35   "FACILITY" means the multi-currency revolving credit
                           facility made available by the Banks to the Borrower
                           pursuant to this Agreement.

                  1.1.36   "THE FACILITY OUTSTANDINGS" at any time means the
                           total of all Drawings made at that time, to the
                           extent not reduced by repayments, prepayments and
                           voluntary reductions.

                  1.1.37   "THE FACILITY PERIOD" means the period beginning on
                           the Execution Date and ending on the date when the
                           whole of the Indebtedness has been repaid in full and
                           the Borrower has ceased to be under any further
                           actual or contingent liability to the Finance Parties
                           under or in connection with the Security Documents.

                  1.1.38   "FACTORING AGREEMENT" means the factoring agreement
                           in relation to the assignment of earnings contained
                           in the Assignment over mv "SEAWAY FALCON" to be made
                           between the Agent and Stolt Comex Seaway A/S referred
                           to in Clause 10.6.

                  1.1.39   "THE FEE LETTERS" means the letters from the Agent as
                           agreed and accepted by the Borrower and the Guarantor
                           setting out certain fees,

                                       8
<PAGE>

                           commissions and other sums payable by the Borrower to
                           the Agent in connection with the Facility.

                  1.1.40   "THE FINANCE PARTIES" means the Banks, the Agent, the
                           Arrangers and the Syndication Agent.

                  1.1.41   "FIRST REDUCTION DATE" means the date falling six (6)
                           months after the Execution Date.

                  1.1.42   "GENERAL SECURITY AGREEMENTS" means (i) the bond and
                           floating charge and assignation of insurances in
                           relation to the ROVs owned by Stolt Comex Seaway
                           Limited (ii) the deed of charge and assignment over
                           the ROVs owned by SCS Shipping Limited and (iii) the
                           grant of security interest and assignment of
                           Earnings, Insurances and Requisition Compensation in
                           relation to the ROVs owned by SCS Shipping
                           Corporation and owned or to be owned by Stolt Comex
                           Seaway Inc. referred to in Clause 10.5 (each a
                           "GENERAL SECURITY AGREEMENT").

                  1.1.43   "THE GUARANTEE" means the guarantee and indemnity of
                           the Guarantor contained in Clause 8.

                  1.1.44   "GUARANTOR'S CAPITAL MARKETS ISSUE" means any capital
                           markets issue by the SCS Group or any part thereof
                           not specifically taken up for an acquisition.

                  1.1.45   "THE GUARANTOR'S LIABILITIES" means all of the
                           liabilities and obligations of the Guarantor to the
                           Finance Parties under or pursuant to the Guarantee
                           whether actual or contingent, including (without
                           limitation) Interest.

                  1.1.46   "THE INDEBTEDNESS" means the Facility Outstandings;
                           all other sums of any nature including costs 
                           (together with all interest on any of those sums)
                           which from time to time may be payable by the 
                           Borrower to the Finance Parties pursuant to the
                           Security Documents;

                                       9
<PAGE>

                           any damages payable as a result of any breach by the
                           Borrower of any of the Security Documents; and any
                           damages or other sums payable as a result of any of
                           the obligations of the Borrower under or pursuant to
                           any of the Security Documents being disclaimed by a
                           liquidator or any other person, or, where the context
                           permits, the amount thereof for the time being
                           outstanding.

                  1.1.47   an "INSTRUCTING GROUP" means any one or more Banks
                           whose combined Proportionate Shares exceed sixty six
                           per centum (66%).

                  1.1.48   "INSURANCES", in relation to a Vessel and each ROV,
                           means all policies and contracts of insurance
                           (including all entries in protection and indemnity or
                           war risks associations) which are from time to time
                           taken out or entered into in respect of or in
                           connection with that Vessel or that ROV or her
                           increased value and (where the context permits) all
                           benefits thereof, including all claims of any nature
                           and returns of premium.

                  1.1.49   "INTER-COMPANY INDEBTEDNESS" means a note documenting
                           any inter-company debt due from SNSA or any of its
                           subsidiaries, other than a member of the SCS Group,
                           to any member(s) of the SCS Group, on a consolidated
                           basis, which exceeds twenty five million Dollars
                           ($25,000,000) in principal or its equivalent in
                           another currency and is not repayable by its terms
                           within a period of three (3) months.

                  1.1.50   "INTER-COMPANY INDEBTEDNESS ASSIGNMENTS" means any
                           deeds of assignment of Inter-Company Indebtedness
                           referred to in Clause 10.4 (each "AN INTER-COMPANY
                           INDEBTEDNESS ASSIGNMENT").

                  1.1.51   "INTEREST" means interest at the Default Rate.

                  1.1.52   "INTEREST PAYMENT DATE" means each date for the
                           payment of interest in accordance with Clause 7.

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                  1.1.53   "INTEREST PERIOD" means each interest period selected
                           by the Borrower or agreed by the Agent pursuant to
                           Clause 7.

                  1.1.54   "THE ISM CODE" means the International Management
                           Code for the Safe Management of Ships and for
                           Pollution Prevention, as adopted by the Assembly of
                           the International Maritime Organisation on 4 November
                           1993 by resolution A.741 (18) and incorporated on 19
                           May 1994 as chapter IX of the Safety of Life at Sea
                           Convention 1974.

                  1.1.55   "LAW" means any law, statute, treaty, convention,
                           regulation, instrument or other subordinate
                           legislation or other legislative or quasi-legislative
                           rule or measure, or any order or decree of any
                           government, judicial or public or other body or
                           authority, or any directive, code of practice,
                           circular, guidance note or other direction issued by
                           any competent authority or agency (whether or not
                           having the force of law).

                  1.1.56   "LIBOR" means the rate, rounded to the nearest four
                           decimal places downwards (if the digit displayed in 
                           the fifth decimal place is 1,2,3 or 4) or upwards (if
                           the digit displayed in the fifth decimal place is 5,
                           6,7,8 or 9) displayed on the telerate page 3750 or, 
                           as the case may be, 3740 (or such other page or pages
                           which replace(s) either such page for the purposes of
                           display offered rates of leading banks, for deposits
                           in the Currency of Account of amounts equal to the
                           amount of the relevant Drawing for a period equal in
                           length to the relevant Interest Period or if there is
                           no such display rate then available for the Permitted
                           Currency for an amount comparable to the Drawing, the
                           arithmetic mean (rounded upwards, if necessary, to
                           the nearest whole multiple of one-sixteenth per
                           centum (1/16%)) of the respective rates notified to
                           the Agent by each of the Reference Banks as the rate
                           at which it is offered deposits in the Currency of
                           Account and for the required period by prime banks in
                           the London Interbank Market.

                  1.1.57   "THE MANAGERS" means Stolt Comex Seaway Inc. or Stolt
                           Comex Seaway A/S, or such other commercial and/or
                           technical managers of the

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                           Vessels and any ROVs which are leased to a party
                           outside the SCS Group nominated by the Owners as the
                           Agent may in its discretion approve.

                  1.1.58   "MANAGEMENT AGREEMENT" means, in relation to any
                           Vessel or ROV which is leased to a party outside the
                           SCS Group, the Management Agreement made between the
                           Managers and the relevant Owner.

                  1.1.59   "MARGIN" based on the ratio of Consolidated Debt to
                           EBITDA for the preceding four fiscal quarters
                           ("D/EBITDA") means:-

                           (a)      for the first three (3) years of the
                                    Facility Period:- 

                                    (i)   0.85% where D/EBITDA is less than
                                          1;

                                    (ii)  0.95% where D/EBITDA is equal to or
                                          greater than 1 but less than 2;

                                    (iii) 1.10% where D/EBITDA is equal to
                                          or greater than 2 but less than 3;
                                          and

                                    (iv)  1.25% where D/EBITDA  is equal to
                                          or greater than 3; and

                           (b)      for the fourth year of the Facility Period
                                    until the end of the Facility Period:- 

                                    (i)   1% where D/EBITDA is less than 1;

                                    (ii)  1.10% where D/EBITDA is equal to or 
                                          greater than 1 but less than 2; 

                                    (iii) 1.25% where D/EBITDA is equal to or
                                          greater than 2 but less than 3; and

                                    (iv)  1.40% where D/EBITDA is equal to or
                                          greater than 3,

                           Provided however that each applicable Margin shall
                           automatically increase by fifty per cent (50%) in the
                           event of a Change of Control, unless such Change of
                           Control is acceptable to all the Banks. The Margin
                           shall be calculated by the Agent as of 28 February,
                           31 May, 31 August and 30 November each year (each a
                           "MARGIN REVIEW DATE")

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<PAGE>


                           commencing 28 February 1999 for the succeeding 
                           fiscal quarter and shall be calculated based on the
                           Consolidated Debt at the end of the relevant fiscal
                           quarter over EBITDA for the preceding four fiscal 
                           quarters, the most recent of which shall have ended
                           on the previous Margin Review Date (which in the 
                           case of the calculations made as of 28 February 1999
                           shall be 30 November 1998).

                  1.1.60   "MATERIAL VESSEL" means mv "SEAWAY FALCON".

                  1.1.61   "THE MAXIMUM FACILITY AMOUNT" means the amount of the
                           aggregate Commitments subject to any reductions
                           effected in accordance with Clauses 2.4, 6.6 and
                           17.8.

                  1.1.62   "MILLENNIUM COMPLIANT" means, in relation to each of
                           the Security Parties and in relation to each Vessel
                           and each ROV, that the Systems of that Security 
                           Party, of that Vessel and of that ROV will be able to
                           recognise and properly to perform, in all material
                           respects, date sensitive functions involving dates on
                           or after 31 December 1999, will not be materially
                           adversely affected by the change of date to 1 January
                           2000 or any other change of date, and will comply in
                           all material aspects with all applicable date
                           recognition and similar requirements of all relevant
                           laws and of the Insurances.

                  1.1.63   "THE MORTGAGEES' INSURANCES" means all policies and
                           contracts of mortgagees' interest insurance and any
                           other insurance from time to time taken out by the
                           Agent on behalf of the Banks in relation to the
                           Vessels and the ROVs pursuant to this Agreement.

                  1.1.64   "THE MORTGAGES" means the first preferred and/or
                           priority mortgages referred to in Clause 10.1 (each a
                           "MORTGAGE").

                  1.1.65   "NON CLASSIFIED VESSELS" means mv "AMERICAN PATRIOT",
                           mv "AMERICAN CONSTITUTION", mv "AMERICAN EAGLE", mv
                           "AMERICAN INDEPENDENCE", mv "AMERICAN

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<PAGE>


                           RECOVERY" mv "AMERICAN TRIUMPH" and mv "AMERICAN
                           VICTORY".

                  1.1.66   "ORIGINAL DOLLAR AMOUNT" means, at any relevant time,
                           the amount of the Facility which would then have been
                           outstanding had the Facility at all times been
                           denominated, drawn and repaid wholly in Dollars in
                           accordance with Clause 6.

                  1.1.67   "OWNER" means, in relation to a Vessel or an ROV, the
                           Shipowning Guarantor against whose name the name of
                           that Vessel or the description of that ROV appears in
                           Schedule 3.

                  1.1.68   "PERMITTED CURRENCY" means Dollars, the euro, each of
                           the lawful currencies of France (namely French
                           Francs), Norway (namely Norwegian Kroner), the United
                           Kingdom (namely Pounds Sterling) and any other
                           eurocurrency provided that each such currency
                           selected by the Borrower is acceptable to the Banks
                           and is freely convertible, transferable and available
                           to the Banks in the London Interbank market and in
                           respect of which the Agent is at all material times
                           able to ascertain LIBOR.

                  1.1.69   "PERMITTED LIENS" means (i) assignments of earnings
                           derived from specified fixed assets (which assets
                           shall not include those assets which are the subject
                           of a security document or which may become the
                           subject of a security document at any time during the
                           facility period) ancillary to the granting of a
                           security interest in those fixed assets as part of an
                           asset based financing, (ii) liens for salvage and any
                           encumbrance which has the prior written approval of
                           the agent acting upon the instructions of all the
                           banks, or (iii) any encumbrance arising either by
                           operation of law or in the ordinary course of the
                           business of the relevant security party which is
                           discharged in the ordinary course of business but in
                           any event does not exist for more than sixty (60)
                           days.

                                       14

<PAGE>


                  1.1.70   "POTENTIAL EVENT OF DEFAULT" means any event which,
                           with the giving of notice and/or the passage of time
                           and/or the satisfaction of any materiality test,
                           would constitute an Event of Default.

                  1.1.71   "POUNDS STERLING" means pounds sterling being the
                           available and freely transferable and convertible
                           funds in the lawful currency of the United Kingdom.

                  1.1.72   "PRINCIPAL SUBSIDIARY" means any member of the SCS
                           Group having total assets exceeding ten per cent
                           (10%) of the consolidated assets of the SCS Group
                           and/or having during the last four fiscal quarters
                           accounted for more than ten per cent (10%) of the
                           consolidated turnover of the SCS Group.

                  1.1.73   "PROCEEDINGS" means any suit, action or proceedings
                           begun by any of the Finance Parties arising out of or
                           in connection with the Security Documents.

                  1.1.74   "PROPORTIONATE SHARE" means, for each Bank, the
                           percentage indicated against the name of that Bank in
                           Schedule 1.

                  1.1.75   "PRO RATA INSURANCE PROCEEDS AMOUNT" means, in
                           respect of each Vessel (other than the Material
                           Vessel), any insurance proceeds payable in respect of
                           such Vessel in the event of a Total Loss divided by
                           the aggregate market value of all the Vessels other
                           than the Material Vessel, whereby the product of such
                           fraction is multiplied by the Maximum Facility
                           Amount.

                  1.1.76   "REDUCTION DATE" means each date falling at
                           consecutive six monthly intervals after the First
                           Reduction Date up to the Termination Date.

                  1.1.77   "REFERENCE BANKS" means the Agent, Midland Bank Plc
                           and Bank of America National Trust And Savings
                           Association.

                                       15

<PAGE>


                  1.1.78   "REQUISITION COMPENSATION", in relation to a Vessel,
                           means all compensation or other money which may from
                           time to time be payable to the Owner as a result of
                           the Vessel being requisitioned for title or in any
                           other way compulsorily acquired (other than by way of
                           requisition for hire).

                  1.1.79   "ROVS" means the ROVs listed in Schedule 3 and
                           everything now or in the future belonging to them on
                           board and ashore.

                  1.1.80   "SCS GROUP" means the Guarantor and its Subsidiaries.

                  1.1.81   "THE SECURITY DOCUMENTS" means this Agreement, the
                           Mortgages, the Deed of Covenants, the Assignments,
                           the Factoring Agreement, the General Security
                           Agreements, the Inter-Company Indebtedness
                           Assignments, the Shipowners' Guarantee, or (where the
                           context permits) any one or more of them, and any
                           other agreement or document which may at any time be
                           executed by a member of the SCS Group as security for
                           the payment of all or any part of the Indebtedness.

                  1.1.82   "SECURITY PARTIES" means the Borrower, the Guarantor,
                           the Shipowning Guarantors and any other member of the
                           SCS Group who may at any time during the Facility
                           Period be liable for, or provide security for, all or
                           any part of the Indebtedness, and "SECURITY PARTY"
                           means any one of them.

                  1.1.83   "THE SHIPOWNERS' GUARANTEE" means the joint and
                           several guarantee and indemnity of the Shipowning
                           Guarantors referred to in Clause 10.3.

                  1.1.84   "THE SHIPOWNING GUARANTORS" means the companies
                           listed in Schedule 3, each of which is a company
                           incorporated according to the law of the country
                           indicated against its name in Schedule 3 with its
                           registered office and/or principal place of business
                           at the address indicated against its name in Schedule
                           3 (each "A SHIPOWNING GUARANTOR").

                                       16

<PAGE>


                   1.1.85  "SMC" in relation to any Vessel, means a valid
                           safety management certificate issued for the Vessel
                           by or on behalf of the Administration pursuant to
                           paragraph 13.4 of the ISM Code.

                   1.1.86  "SMS" in relation to any Vessel, means a safety
                           management system for the Vessel developed and
                           implemented in accordance with the ISM Code and
                           including the functional requirements, duties and
                           obligations required by the ISM Code.

                  1.1.87   "SNSA" means Stolt-Nielsen S.A. a company
                           incorporated according to the law of Luxembourg with
                           its registered office at 23 Avenue Monterey, L-2086
                           Luxembourg.

                  1.1.88   "SUBSIDIARY" means a subsidiary undertaking, as
                           defined in section 258 Companies Act 1985 or any
                           analogous definition under any other relevant system
                           of law.

                  1.1.89   "SURETY" means any person (other than the Borrower
                           or the Guarantor) who has given or who may in the
                           future give to the Finance Parties or any of them
                           any security, guarantee or indemnity for or in
                           relation to the Borrower's Obligations.

                   1.1.90  "SYSTEMS" means, in relation to any Security Party,
                           the computer applications and other electronic
                           equipment and related software used by that Security
                           Party in connection with its business, and, in
                           relation to each Vessel and each ROV, the computer
                           applications and other electronic equipment and
                           related software installed from time to time on
                           board that Vessel or ROV (as the case may be).

                  1.1.91   "TAXES" means all taxes, levies, imposts, duties,
                           charges, fees, deductions and withholdings (including
                           any related interest and penalties) and any
                           restrictions or conditions resulting in any charge,
                           other than taxes on the overall net income of a
                           Finance Party or branch thereof, and "TAX" and
                           "TAXATION" shall be interpreted accordingly.

                                       17

<PAGE>


                  1.1.92   "THE TERMINATION DATE" means the date falling five
                           (5) years after the Execution Date.

                  1.1.93   "TOTAL LOSS", in relation to a Vessel, or an ROV
                           means:-

                           (a)      an actual,  constructive,  arranged,  agreed
                                    or compromised  total loss of that Vessel or
                                    ROV; or

                           (b)      the requisition for title or compulsory
                                    acquisition of that Vessel or ROV by or on
                                    behalf of any government or other authority
                                    (other than by way of requisition for hire);
                                    or

                           (c)      the capture, seizure, arrest, detention or
                                    confiscation of that Vessel or ROV, unless
                                    the Vessel or ROV (as the case may be) is
                                    released and returned to the possession of
                                    the Owner within two months after the
                                    capture, seizure, arrest, detention or
                                    confiscation in question.

                  1.1.94   "TRANSFER CERTIFICATE" means a certificate materially
                           in the form set forth in Schedule 5 signed by a Bank
                           and a Transferee whereby:

                           (a)      such Bank seeks to procure the transfer to
                                    such Transferee of all or a part of such
                                    Bank's rights and obligations under this
                                    Agreement upon and subject to the terms and
                                    conditions set out in Clause 16; and

                           (b)      such Transferee undertakes to perform the
                                    obligations it will assume as a result of
                                    delivery of such certificate to the Agent as
                                    is contemplated in Clause 16.

                  1.1.95   "TRANSFER DATE" means, in relation to any Transfer
                           Certificate, the date for the making of the transfer
                           specified in the schedule to such Transfer
                           Certificate.

                                       18

<PAGE>


                  1.1.96   "TRANSFEREE" means a bank or other financial
                           institution to which a Bank seeks to transfer all or
                           part of such Bank's rights and obligations under this
                           Agreement.

                  1.1.97   "THE TRUST PROPERTY" means:-

                           (a)      the benefit of the covenant contained in
                                    Clause 10; and

                           (b)      all benefits arising under (including,
                                    without limitation, all proceeds of the
                                    enforcement of) each of the Security
                                    Documents (other than this Agreement), with
                                    the exception of any benefits arising solely
                                    for the benefit of the Agent).

                  1.1.98   "US COAST GUARD INSPECTED VESSELS" means mv "AMERICAN
                           INDEPENDENCE", "AMERICAN RECOVERY", "AMERICAN
                           TRIUMPH" AND "AMERICAN VICTORY".

                  1.1.99   "US GAAP" means the generally accepted accounting
                           principles in the United States of America, from time
                           to time in effect, subject to any changes in the
                           rules of US GAAP, consistently applied always
                           provided that if the Guarantor wishes to change
                           accounting principles within the applicable rules of
                           US GAAP, the Borrower shall notify the Agent of the
                           intention together with an explanation of the effects
                           on the financial covenants contained in this
                           Agreement. Should the Banks, and/or the Guarantor,
                           find that such change will impact upon the result of
                           the calculation of the financial covenants contained
                           in this Agreement, the Banks will, following
                           consultation with the Guarantor, stipulate amendments
                           to the financial covenants so that the ratio of SCS
                           Group's performance in respect of the covenants
                           reflects the position which would have been the case
                           had no changes to the Guarantor's accounting
                           principles taken place.

                                       19

<PAGE>


                  1.1.100  "VALUATION" means in relation to a Vessel and an ROV,
                           the arithmetic mean of the written valuations of that
                           Vessel or ROV (as the case may be), expressed in
                           Dollars prepared by two firms of reputable
                           independent shipbrokers, one appointed by the Agent
                           and the other appointed by the Borrower, unless
                           either the Agent or the Borrower disagrees with such
                           arithmetic average, in which event the two
                           shipbrokers shall appoint a third firm of reputable
                           independent shipbrokers and the valuation of the
                           Vessel or ROV (as the case may be) shall be the
                           arithmetic mean of all three such valuations. Such
                           valuations shall be prepared at the Borrower's
                           expense, without a physical inspection, on the basis
                           of a sale for prompt delivery for cash at arm's
                           length between a willing buyer and a willing seller
                           without the benefit of any charterparty or other
                           engagement.

                  1.1.101  "THE VESSELS" means the vessels listed in Schedule
                           3 and everything now or in the future belonging to
                           them on board and ashore (each a "VESSEL").

         1.2      INTERPRETATION

                  In this Agreement:-

                  1.2.1    words denoting the plural number include the singular
                           and vice versa;

                  1.2.2    words denoting persons include corporations,
                           partnerships, associations of persons (whether
                           incorporated or not) or governmental or
                           quasi-governmental bodies or authorities and vice
                           versa;

                  1.2.3    references to Recitals, Clauses, Schedules and
                           Appendices are references to recitals and clauses of,
                           and schedules and appendices to, this Agreement;

                  1.2.4    references to this Agreement include the Recitals,
                           the Schedules and the Appendices;

                                       20

<PAGE>


                  1.2.5    the headings and contents page(s) are for the purpose
                           of reference only, have no legal or other
                           significance, and shall be ignored in the
                           interpretation of this Agreement;

                  1.2.6    references to any document (including, without
                           limitation, to all or any of the Security Documents)
                           are, unless the context otherwise requires,
                           references to that document as amended, supplemented,
                           novated or replaced from time to time;

                  1.2.7    references to statutes or provisions of statutes are
                           references to those statutes, or those provisions, as
                           from time to time amended, replaced or re-enacted;

                  1.2.8    references  to any of the  Finance  Parties  include
                           its  successors,  Transferees  and assignees; and

                  1.2.9 references to times of day are to New York time.

         1.3      JOINT AND SEVERAL LIABILITY

                  1.3.1    All obligations, covenants, representations,
                           warranties and undertakings in or pursuant to the
                           Security Documents assumed, given, made or entered
                           into by the Borrower and the Guarantor shall, unless
                           otherwise expressly provided, be assumed, given, made
                           or entered into by the Borrower and the Guarantor
                           jointly and severally.

                  1.3.2    Each of the Borrower and the Guarantor agrees that
                           any rights which it may have at any time during the
                           Facility Period by reason of the performance of its
                           obligations under the Security Documents to be
                           indemnified by the other or by any Surety and/or to
                           take the benefit of any security taken by the Finance
                           Parties pursuant to the Security Documents shall be
                           exercised in such manner and on such terms as the
                           Agent may require. Each of the Borrower and the
                           Guarantor agrees to

                                       21

<PAGE>


                           hold any sums received by it as a result of its
                           having exercised any such right on trust for the
                           Agent (as agent for the Banks) absolutely.

                  1.3.3    Each of the Borrower and the Guarantor agrees that it
                           will not at any time during the Facility Period claim
                           any set-off or counterclaim against the other or
                           against any Surety in respect of any liability owed
                           to it by the other or by any Surety under or in
                           connection with the Security Documents, nor prove in
                           competition with any Finance Party in any liquidation
                           of (or analogous proceeding in respect of) the other
                           or of any Surety in respect of any payment made under
                           the Security Documents or in respect of any sum which
                           includes the proceeds of realisation of any security
                           held by any of the Finance Parties for the repayment
                           of the Indebtedness.

2        THE FACILITY AND ITS PURPOSE

         2.1      AGREEMENT TO LEND Subject to the terms and conditions of this
                  Agreement, and in reliance on each of the representations and
                  warranties made or to be made in or in accordance with each of
                  the Security Documents, each of the Banks agrees to advance to
                  the Borrower its Commitment of an aggregate principal amount
                  not exceeding the Maximum Facility Amount to be used by the
                  Borrower for the purposes referred to in Recital (B).

         2.2      DRAWINGS Subject to satisfaction by the Borrower of the
                  conditions set out in Clause 3.1 (in respect of the first
                  Drawing), Clause 3.3 (in respect of all subsequent Drawings),
                  and subject to Clause 2.3, and provided that the maximum
                  aggregate amount of the Facility Outstandings at any given
                  time during the Facility Period shall not exceed the Maximum
                  Facility Amount, each Drawing shall be advanced to the
                  Borrower, in each case by the Agent transferring the amount of
                  the Drawing to such account of the Borrower as the Borrower
                  shall notify to the Agent in the relevant Drawdown Notice by
                  such same day method of funds transfer as the Agent shall
                  select.

         2.3      ADVANCE OF DRAWINGS Each Drawing shall be advanced in Dollars,
                  or in any other Permitted Currency selected in accordance with
                  Clause 5.1. Each 

                                       22

<PAGE>


                  Drawing shall be advanced on a Business Day,
                  provided that the Borrower shall have given to the Agent not
                  more than ten and not fewer than four Business Days' notice in
                  writing materially in the form set out in Appendix A of the
                  required Advance Date of the Drawing in question. Each
                  Drawdown Notice once given shall be irrevocable and shall
                  constitute a warranty by the Borrower that:-

                  2.3.1    all conditions precedent to the advance of the
                           Drawing requested in that Drawdown Notice will have
                           been satisfied on or before the Advance Date
                           requested;

                  2.3.2    no Event of Default or Potential Event of Default has
                           occurred or will then have occurred; and

                  2.3.3    no Event of Default or Potential Event of Default
                           will result from the advance of the Drawing in
                           question.

                  The Agent shall promptly notify each Bank of the receipt of
                  each Drawdown Notice, following which each Bank will make its
                  Proportionate Share of the amount of the requested Drawing
                  available to the Borrower through the Agent on the Advance
                  Date requested.

         2.4      FACILITY REDUCTION

                  2.4.1    The amount of the Facility available to the Borrower
                           for drawing under this Agreement shall be one hundred
                           and fifty million Dollars ($150,000,000) or the
                           Equivalent Amount in any other Permitted Currency
                           during the period from the Execution Date until the
                           First Reduction Date. On the First Reduction Date and
                           on each subsequent Reduction Date until the
                           Termination Date, the amount of the Facility
                           available for drawing shall decrease by twelve
                           million five hundred thousand Dollars ($12,500,000).

                                       23

<PAGE>


                           On the Termination Date the Facility available shall
                           be reduced to zero. The mandatory decreases in the
                           amount of the Facility available for drawing required
                           pursuant to this Clause will be made in the amounts
                           and at the times specified whether or not the
                           Borrower voluntarily reduces the Maximum Facility
                           Amount pursuant to Clause 2.4.2, or the Maximum
                           Facility Amount is reduced pursuant to Clause 2.4.3,
                           Clause 6.6 or Clause 17.8.

                  2.4.2    The Borrower may voluntarily reduce the Maximum
                           Facility Amount in whole or in part in multiples of
                           two million Dollars ($2,000,000), where applicable
                           provided that it has first given to the Agent not
                           fewer than fourteen (14) days' prior written notice
                           expiring on a Business Day of its desire to reduce
                           the Maximum Facility Amount. Any such reduction in
                           the Maximum Facility Amount shall not be reversed.

                  2.4.3    Upon receipt by the Guarantor of the net proceeds
                           from any Guarantor's Capital Markets Issue, the
                           Maximum Facility Amount shall immediately reduce by
                           the amount of fifty per cent (50%) of such net
                           proceeds (the "NET PROCEEDS AMOUNT"). Any such
                           reduction in the Maximum Facility Amount shall not be
                           reversed. If as a result of such reduction the
                           Original Dollar Amount exceeds the Maximum Facility
                           Amount then available, the Guarantor will ensure that
                           such amount as is necessary of the Net Proceeds
                           Amount shall be used to prepay the Facility
                           Outstandings so that the Original Dollar Amount is
                           not greater than the Maximum Facility Amount. Any
                           such prepayment shall be applied in inverse order of
                           maturity and otherwise in accordance with Clauses
                           6.3, 6.4 and 6.5.

                  2.4.4    To the extent that repayments or prepayments made by
                           the Borrower to the Agent in accordance with this
                           Agreement reduce the Facility Outstandings to less
                           than the Maximum Facility Amount, the Borrower shall
                           again be entitled to make Drawings in accordance with
                           and subject to the terms of this Agreement.

                  2.4.5    Simultaneously with each reduction of the Maximum
                           Facility Amount in accordance with Clause 2.4.1,
                           Clause 2.4.2 or Clause 2.4.3 (as the case may be),
                           the Commitment of each Bank will reduce so that the
                           Commitments of the Banks in respect of the reduced
                           Maximum

                                       24

<PAGE>


                           Facility Amount remain in accordance with
                           their respective Proportionate Shares.

         2.5      RESTRICTIONS ON DRAWINGS The Borrower shall not be entitled to
                  make more than three Drawings on any Business Day and no more
                  than ten (10) Drawings may be outstanding at any one time
                  during the Facility Period. Each Drawing shall be of an amount
                  of not less than five million Dollars ($5,000,000) or the
                  Equivalent Amount in any other Permitted Currency. If at any
                  time during the Facility Period the Original Dollar Amount
                  exceeds the Maximum Facility Amount then available or if a
                  proposed Drawing when added to the Original Dollar Amount
                  would result in the Maximum Facility Amount being exceeded
                  then the Borrower shall immediately pay to the Agent on behalf
                  of the Banks such amount as will ensure that the Original
                  Dollar Amount is equal to or less than the Maximum Facility
                  Amount then available.

         2.6      TERMINATION DATE No Bank shall be under any obligation to
                  advance all or any part of its Commitment after the
                  Termination Date.

         2.7      SEVERAL OBLIGATIONS The obligations of the Banks under this
                  Agreement are several. The failure of a Bank to perform its
                  obligations under this Agreement shall not affect the
                  obligations of the Borrower to any Finance Party nor shall any
                  Finance Party be liable for the failure of another Bank to
                  perform any of its obligations under or in connection with
                  this Agreement.

         2.8      APPLICATION OF FACILITY Without prejudice to the obligations
                  of the Borrower under this Agreement, no Finance Party shall
                  be obliged to concern itself with the application of the
                  Facility by the Borrower.

         2.9      LOAN FACILITY AND CONTROL ACCOUNTS The Agent will open and
                  maintain such loan facility account or such other control
                  accounts as the Agent shall in its discretion consider
                  necessary or desirable in connection with the Facility.

                                       25

<PAGE>


3        CONDITIONS PRECEDENT AND SUBSEQUENT

         3.1      CONDITIONS PRECEDENT - FIRST DRAWING Before any Bank shall
                  have any obligation to advance the first Drawing under the
                  Facility, the Borrower shall pay to the Agent the relevant
                  fees referred to in Clause 9.3 and deliver or cause to be
                  delivered to or to the order of the Agent the following
                  documents and evidence:-

                  3.1.1    EVIDENCE OF INCORPORATION Such evidence as the Agent
                           may reasonably require that each Security Party was
                           duly incorporated in its country of incorporation and
                           remains in existence and, where appropriate, in good
                           standing, with power to enter into, and perform its
                           obligations under, those of the Security Documents to
                           which it is, or is intended to be, a party, including
                           (without limitation) a copy, certified by a director
                           or an officer of the Security Party in question as
                           true, complete, accurate and unamended, of all
                           documents establishing or limiting the constitution
                           of each Security Party.

                  3.1.2    CORPORATE AUTHORITIES A copy, certified by a director
                           or the secretary of the Security Party in question as
                           true, complete, accurate and neither amended nor
                           revoked, of a resolution of the directors and (other
                           than the Guarantor) a resolution of the shareholders
                           of each Security Party (together, where appropriate,
                           with signed waivers of notice of any directors' or
                           shareholders' meetings) approving, and authorising or
                           ratifying the execution of, those of the Security
                           Documents and each Drawdown Notice to which that
                           Security Party is or is intended to be a party and
                           all matters incidental thereto.

                  3.1.3    OFFICER'S CERTIFICATE A certificate (i) signed by a
                           duly authorised officer of each of the Security
                           Parties setting out the names of the directors,
                           officers and (other than the Guarantor) shareholders
                           of that Security Party and (ii) issued by each
                           Security Party's company registry confirming due
                           incorporation and valid existence and (when such
                           information is maintained by the registry) the names
                           of its directors and shareholders.

                                       26

<PAGE>


                  3.1.4    POWER OF ATTORNEY The power of attorney (notarially
                           attested and legalised, if necessary, for
                           registration purposes) of each of the Security
                           Parties under which any documents are to be executed
                           or transactions undertaken by that Security Party.

                  3.1.5    VESSEL DOCUMENTS Photocopies, certified as true,
                           accurate and complete by a director or the secretary
                           of the Owner of (in respect of each Vessel):-

                           (a)      any time charterparty or bareboat
                                    charterparty of that Vessel which will be in
                                    force on the first Advance Date and which
                                    exceeds twelve (12) months duration;

                           (b)      the Management Agreement relating to that
                                    Vessel; and

                           (c)      that Vessel's current Safety Construction,
                                    Safety Equipment,  Safety Radio and
                                    Load Line Certificates;

                           (d)      if required by law and that Vessel is
                                    operating in the waters of the United States
                                    of America, that Vessel's current
                                    Certificate of Financial Responsibility
                                    issued pursuant to the United States Oil
                                    Pollution Act 1990;

                           (e)      where applicable, that Vessel's current SMC;
                                    and

                           (f)      where applicable, each Company's current DOC

                           in each case together with all addenda, amendments or
                           supplements.

                  3.1.6    EVIDENCE OF OWNERSHIP In respect of (i) each Vessel,
                           certificate(s) of ownership and encumbrance (or
                           equivalent) issued by the Registrar of Ships (or
                           equivalent official) at the Vessel's port of registry
                           confirming that such Vessel is on the first Advance
                           Date owned by her Owner and

                                       27

<PAGE>


                           free of registered Encumbrances and (ii) each ROV,
                           such evidence as the Agent may require that such ROV
                           is on the first Advance Date owned by her Owner and
                           is free of Encumbrances.

                  3.1.7    EVIDENCE OF INSURANCE Evidence that each Vessel and
                           each ROV is insured in the manner required by the
                           Security Documents and that letters of undertaking
                           will be issued in the manner required by the Security
                           Documents, together with (if required by the Agent)
                           the written approval of the Insurances by an
                           insurance adviser appointed by the Agent.

                  3.1.8    CONFIRMATION OF CLASS A Certificate of Confirmation
                           of Class for hull and machinery (dated not more than
                           seven days before the first Advance Date) confirming
                           that each Vessel other than the Non Classified
                           Vessels is classed with the highest applicable class
                           necessary to properly operate such Vessel of Lloyd's
                           Register of Shipping, Det norske Veritas, the
                           American Bureau of Shipping or such other
                           classification society as may be acceptable to the
                           Agent.

                  3.1.9    VALUATIONS A valuation of each Vessel and each ROV
                           addressed to the Agent.

                  3.1.10   THE SECURITY DOCUMENTS The Security Documents,
                           together with all notices and other documents
                           required by any of them, duly executed and, in the
                           case of the Mortgages, registered with first priority
                           through the Registrar of Ships (or equivalent
                           official) at the port of registry of the Vessel
                           concerned.

                  3.1.11   DRAWDOWN NOTICE A Drawdown Notice.

                  3.1.12   PROCESS AGENT A letter from Stolt-Nielsen Limited
                           accepting their appointment by each of the Security
                           Parties as agent for service of Proceedings pursuant
                           to the Security Documents.

                                       28

<PAGE>


                  3.1.13   MANAGERS' CONFIRMATION The written confirmation of
                           the Managers that they will remain the commercial and
                           technical managers of the Vessels throughout the
                           Facility Period and will manage the Vessels in
                           accordance with good standard ship management
                           practice.

                  3.1.14   THE FEE LETTERS The Fee Letters countersigned on
                           behalf of the Borrower and the Guarantor by way of
                           acceptance of their terms.

                  3.1.15   LEGAL OPINIONS Confirmation satisfactory to the Agent
                           that all legal opinions required by the Agent on
                           behalf of the Banks will be given substantially in
                           the form required by the Agent on behalf of the
                           Banks.

                  3.1.16   ACCOUNTS The consolidated audited accounts of the
                           Guarantor for its financial year just ended,
                           certified, by a director or the chief financial
                           officer of Stolt Comex Seaway M.S. Limited as agent
                           for the Guarantor, as fair and accurate.

                  3.1.17   US COAST GUARD CERTIFICATION A certified copy of the
                           currently valid US Coast Guard's certificate of
                           inspection in respect of the US Coast Guard Certified
                           Vessels.

         3.2      CONDITIONS SUBSEQUENT The Borrower undertakes to deliver or to
                  cause to be delivered to the Agent on, or as soon as
                  practicable after, the first Advance Date, the following
                  additional documents and evidence:-

                  3.2.1    EVIDENCE OF REGISTRATION Evidence of registration of
                           the Mortgages, in each case with first priority with
                           the Registrar of Ships (or equivalent official) at
                           the port of registry of the Vessel concerned.

                  3.2.2    LETTERS OF UNDERTAKING Letters of undertaking as
                           required by the Security Documents in form and
                           substance acceptable to the Agent.

                  3.2.3    LEGAL OPINIONS Such legal opinions as the Agent on
                           behalf of the Banks shall require pursuant to Clause
                           3.1.15.

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<PAGE>


                  3.2.4    COMPANIES ACT REGISTRATIONS Evidence that the
                           prescribed particulars of the Security Documents have
                           been delivered to the Registrar of Companies of (i)
                           England and Wales, (ii) Scotland and (iii) the Isle
                           of Man within the statutory time limit.

                  3.2.5    UCC FINANCING STATEMENTS Evidence that the Uniform
                           Commercial Code Financing Statements on Form UCC-1
                           have been filed against each relevant Security Party,
                           as debtors, under the laws of the United States of
                           America within any applicable time limit imposed by
                           law.

                  3.2.6    MASTER'S RECEIPTS The master's receipt for each of
                           the relevant Mortgages.

         3.3      CONDITIONS PRECEDENT - SUBSEQUENT DRAWINGS Before any Bank
                  shall have any obligation to advance any subsequent Drawings
                  under the Facility, the Borrower shall deliver or cause to be
                  delivered to the order of the Agent, a Drawdown Notice, in
                  addition to the documents and evidence referred to in Clause
                  3.1 where such documents and evidence have not already been
                  delivered to and received by the Agent.

         3.4      NO WAIVER If the Banks in their sole discretion agree to
                  advance any part of the Facility to the Borrower before all of
                  the documents and evidence required by Clause 3.1 or Clause
                  3.3 (as the case may be) have been delivered to or to the
                  order of the Agent, the Borrower undertakes to deliver all
                  outstanding documents and evidence to or to the order of the
                  Agent no later than the date specified by the Agent, and the
                  advance of any part of the Facility shall not be taken as a
                  waiver of the Agent's right to require production of all the
                  documents and evidence required by Clause 3.1 or Clause 3.3
                  (as the case may be).

         3.5      FORM AND  CONTENT All  documents  and  evidence  delivered  to
                  the Agent  pursuant to this Clause shall:-

                  3.5.1    be in form and substance acceptable to the Agent;

                                       30

<PAGE>


                  3.5.2    be accompanied, if required by the Agent, by
                           translations into the English language, certified in
                           a manner acceptable to the Agent;

                  3.5.3    if required for registration purposes, be certified,
                           notarised, legalised or attested in a manner
                           acceptable to the Agent.

         3.6      EVENT OF DEFAULT No Bank shall be under any obligation to
                  advance any part of its Commitment nor to act on any Drawdown
                  Notice if, at the date of the Drawdown Notice or at the date
                  on which the advance of a Drawing is requested in the Drawdown
                  Notice, an Event of Default or Potential Event of Default
                  shall have occurred, or if an Event of Default or Potential
                  Event of Default would result from the advance of the Drawing
                  in question.

4        REPRESENTATIONS AND WARRANTIES

         Each of the Borrower and the Guarantor represents and warrants to each
         of the Finance Parties at the date of this Agreement and (by reference
         to the facts and circumstances then pertaining) at the date of each
         Drawdown Notice, at each Advance Date and at each Interest Payment Date
         as follows (except that the representation and warranty contained at
         Clause 4.6 and Clause 4.14 shall only be made on the first Advance
         Date):-

         4.1      INCORPORATION AND CAPACITY Each of the Security Parties is a
                  body corporate duly constituted, organised and validly
                  existing and (where applicable) in good standing under the law
                  of its country of incorporation, in each case with perpetual
                  corporate existence and the power to sue and be sued, to own
                  its assets and to carry on its business, and all of the
                  corporate shareholders (if any) of each Security Party (other
                  than the Guarantor) are duly constituted and existing under
                  the laws of their countries of incorporation with perpetual
                  corporate existence and the power to sue and be sued, to own
                  their assets and to carry on their business.

         4.2      SOLVENCY None of the Security Parties is insolvent or in
                  liquidation or administration or subject to any other
                  insolvency procedure, and no receiver, administrative
                  receiver, administrator, liquidator, trustee or analogous
                  officer

                                       31

<PAGE>


                  has been appointed in respect of any of the Security Parties
                  or all or any part of their assets.

         4.3      BINDING OBLIGATIONS The Security Documents when duly executed
                  and delivered will constitute the legal, valid and binding
                  obligations of the Security Parties enforceable in accordance
                  with their respective terms subject to applicable laws
                  regarding creditors' rights in general.

         4.4      SATISFACTION OF CONDITIONS All acts, conditions and things
                  required to be done and satisfied and to have happened prior
                  to the execution and delivery of the Security Documents in
                  order to constitute the Security Documents the legal, valid
                  and binding obligations of the Security Parties in accordance
                  with their respective terms have been done, satisfied and have
                  happened in compliance with all applicable laws.

         4.5      REGISTRATIONS AND CONSENTS With the exception only of the
                  registrations referred to in Clause 3.2, all (if any)
                  consents, licences, approvals and authorisations of, or
                  registrations with or declarations to, any governmental
                  authority, bureau or agency which may be required in
                  connection with the execution, delivery, performance, validity
                  or enforceability of the Security Documents have been obtained
                  or made and remain in full force and effect and neither the
                  Borrower nor the Guarantor is aware of any event or
                  circumstance which could reasonably be expected adversely to
                  affect the right of any of the Security Parties (as the case
                  may be) to hold and/or obtain renewal of any such consents,
                  licences, approvals or authorisations; provided that if any
                  Security Party changes its chief executive office or its
                  principal place of business in the United States of America or
                  changes the location of any ROV, additional filings may be
                  necessary.

         4.6      DISCLOSURE OF MATERIAL FACTS Neither the Borrower nor the
                  Guarantor is aware of any material facts or circumstances
                  which have not been disclosed to the Agent and which might, if
                  disclosed, have reasonably been expected to adversely affect
                  the decision of a person considering whether or not to make

                                       32

<PAGE>


                  loan facilities of the nature contemplated by this Agreement
                  available to the Borrower.

         4.7      NO MATERIAL LITIGATION Except for those matters disclosed in
                  writing to the Agent, there is no action, suit, arbitration or
                  administrative proceeding nor any contemplated action, suit,
                  arbitration or administrative proceeding pending or to its
                  knowledge about to be pursued before any court, tribunal or
                  governmental or other authority which would, or would be
                  likely to, have a materially adverse effect on the business,
                  assets, financial condition or creditworthiness of the SCS
                  Group.

         4.8      NO BREACH OF LAW OR CONTRACT The execution, delivery and
                  performance of the Security Documents will not contravene any
                  contractual restriction or any law binding on any of the
                  Security Parties or on any shareholder (whether legal or
                  beneficial) of any of the Security Parties (other than the
                  Guarantor), or the constitutional documents of any of the
                  Security Parties, nor result in the creation of, nor oblige
                  any of the Security Parties to create, any Encumbrance over
                  all or any of its assets, with the exception of the
                  Encumbrances created by or pursuant to the Security Documents.

         4.9      NO DEDUCTIONS Except as disclosed to the Agent in writing,
                  that to the best of their knowledge belief and without undue
                  enquiry, none of the Security Parties is required to make any
                  deduction or withholding from any payment which it may be
                  obliged to make to any of the Finance Parties under or
                  pursuant to the Security Documents.

         4.10     NO ESTABLISHED PLACE OF BUSINESS IN THE UNITED KINGDOM OR
                  UNITED STATES Save in respect of the Borrower, and the Owners
                  referred to in Schedule 3 whose registered office or principal
                  place of business is in the United Kingdom or the United
                  States of America, none of the Security Parties has, at the
                  date of this Agreement, an established place of business in
                  the United Kingdom or the United States of America. The
                  addresses of the relevant Owner's principal place of business
                  specified in Schedule 3 are correct as at the date of this
                  Agreement.

                                       33

<PAGE>


         4.11     USE OF FACILITY The Facility will be used for the purposes
                  specified in Recital (B).

         4.12     MILLENNIUM COMPLIANCE To the best of the Borrower's and the
                  Guarantor's knowledge, all of the Systems of each of the
                  Security Parties, of each Vessel and of each ROV are, or will
                  in a timely manner be, Millennium Compliant.

         4.13     SUBSIDIARIES Save as a result of any merger or amalgamation
                  effected pursuant to Clause 12.1.4, each of the Shipowning
                  Guarantors is and will remain throughout the Facility Period
                  a directly or indirectly wholly owned subsidiary of SCS.

         4.14     NON-RESIDENT STATUS SCS Shipping Limited is and will
                  throughout the Facility Period continue to be a non-resident
                  company within the meaning of the Non-Resident Company Duty
                  Act 1986 as amended or substituted and each of the Security
                  Parties are and will remain throughout the Facility Period
                  non-resident in the Isle of Man for tax purposes.

         4.15     MATERIAL ADVERSE CHANGE There has been no material adverse
                  change in the financial condition of the Borrower or the
                  Guarantor since delivery to the Agent of the Guarantor's
                  consolidated audited accounts referred to in Clause 3.1.16.

         4.16     FINANCE COMPANY STATUS That the to the extent applicable
                  complies with and shall throughout the Facility Period
                  continue to comply, with the regulations of the Netherlands
                  Ministry of Finance dated 4 February 1993 with respect to
                  finance companies and that all notice requirements to the
                  Dutch central bank pursuant to the Foreign Financial Relations
                  Act ("Wet Financiele Betrekkingen Buitenland") 1994 have been
                  complied with and shall throughout the Facility Period
                  continue to be complied with.

5        CURRENCY

         5.1      SELECTION OF PERMITTED CURRENCY The Borrower may from time to
                  time in accordance with this Clause select the Permitted
                  Currency in which it wishes a

                                       34

<PAGE>


                  Drawing to be denominated. Any such selection made by the 
                  Borrower shall be contained in the Drawdown Notice relating to
                  the Drawing in question. Once a Permitted Currency in respect
                  of a Drawing is selected such Drawing shall remain denominated
                  in such Permitted Currency until its repayment in accordance
                  with this Agreement.

         5.2      CONDITIONS PRECEDENT TO DENOMINATION IN A PERMITTED CURRENCY
                  The denomination of a Drawing in a Permitted Currency pursuant
                  to this Clause shall be subject to the following:-

                  5.2.1    no Drawing may at any time during the Facility Period
                           be denominated in more than one Permitted Currency
                           and any notice requesting denomination of the Drawing
                           in more than one Permitted Currency shall be of no
                           effect; and

                  5.2.2    denomination of a Drawing in the Permitted Currency
                           selected by the Borrower shall not be effected if the
                           Agent certifies by notice in writing to the Borrower,
                           which notice shall be final and conclusive, that
                           deposits in the Permitted Currency selected for the
                           amount of the relevant Drawing and for the Interest
                           Period selected are not available to the Banks in the
                           normal course of business in the London Interbank
                           market on the relevant date.

         5.3      NON-AVAILABILITY OF PERMITTED CURRENCY If, in any Permitted
                  Currency selected, deposits of the specified amount and for
                  the specified Interest Period are not available to any of the
                  Banks in the normal course of business in the London Interbank
                  market on the relevant date, or if the Borrower fails to
                  specify a Permitted Currency for a Drawing, that Drawing shall
                  be denominated in Dollars for the duration of the relevant
                  Interest Period.

         5.4      REPAYMENT During each Interest Period in which a Drawing is
                  denominated in a Permitted Currency other than Dollars, the
                  obligation of the Borrower to repay the Drawing and to pay
                  interest shall be an obligation to repay that Drawing and to
                  pay interest on that Drawing in the Permitted Currency in
                  which

                                       35

<PAGE>


                  the Drawing is then denominated, whether or not the
                  Facility Outstandings or any part thereof shall have become
                  repayable by acceleration.

         5.5      FURTHER ASSURANCE The Borrower shall execute or procure the
                  execution of such further documents as the Agent may
                  reasonably require from time to time in order to preserve and
                  maintain the validity of the Security Documents as full
                  security for the repayment of the Indebtedness.

6        REPAYMENT AND PREPAYMENT

         6.1      REPAYMENT Each Drawing shall be repaid by the Borrower to the
                  Agent on behalf of the Banks on the last day of its Interest
                  Period unless the Borrower selects a further Interest Period
                  for that Drawing in accordance with Clause 7, provided that
                  the Borrower shall not be permitted to select such further
                  Interest Period if an Event of Default or Potential Event of
                  Default has occurred and shall then be obliged to repay such
                  Drawing on the last day of its then current Interest Period.
                  In addition, the Borrower shall from time to time repay to the
                  Agent as agent for the Banks such amounts of the Facility
                  Outstandings as will ensure that the Original Dollar Amount
                  does not exceed the Maximum Facility Amount then available.
                  The Borrower shall on the Termination Date repay to the Agent
                  as agent for the Banks all Facility Outstandings.

         6.2      PREPAYMENT The Borrower may prepay the Facility Outstandings
                  in whole or in part in multiples of two million Dollars
                  ($2,000,000), or its Equivalent Amount in a Permitted Currency
                  where applicable, (or as otherwise may be agreed by the Agent)
                  provided that it has first given to the Agent not fewer than
                  fourteen (14) days' prior written notice expiring on a
                  Business Day of its intention to do so. Any notice pursuant to
                  this Clause 6.2 once given shall be irrevocable and shall
                  oblige the Borrower to make the prepayment referred to in the
                  notice on the Business Day specified in the notice, together
                  with all interest accrued on the amount prepaid up to and
                  including that Business Day.

         6.3      PREPAYMENT INDEMNITY If the Borrower shall, subject always to
                  Clause 6.2, make a prepayment on a Business Day other than the
                  last day of an Interest Period, it shall pay to the Agent on
                  behalf of the Banks any amount which is

                                       36

<PAGE>


                  necessary to compensate the Banks for any Break Costs incurred
                  by the Agent or any of the Banks as a result of the prepayment
                  in question.

         6.4      APPLICATION OF PREPAYMENTS Any prepayment in an amount less
                  than the Indebtedness shall be applied in satisfaction or
                  reduction first of any costs and other moneys outstanding;
                  secondly of all interest outstanding with respect to the
                  currency in which the prepayment is to be made; thirdly of the
                  outstanding Drawings in the currency in which the prepayment
                  is to be made in inverse order of maturity, fourthly of all
                  other interest outstanding; and fifthly of all other
                  outstanding Drawings in inverse order of maturity.

         6.5      REBORROWING OF PREPAYMENTS Any amount prepaid pursuant to this
                  Agreement may be reborrowed in accordance with Clause 2.4.3
                  and subject to compliance with Clause 12.2.2.

         6.6      TOTAL LOSS In the event that the Material Vessel becomes a
                  Total Loss, on the date of such Total Loss occurring, the
                  Maximum Facility Amount shall reduce by the amount of the
                  insurance proceeds payable in respect of such Total Loss. In
                  the event that any Vessel (other than the Material Vessel)
                  becomes a Total Loss, on the date of such Total Loss
                  occurring, the Maximum Facility Amount shall reduce by the Pro
                  Rata Insurance Proceeds Amount in respect of such Vessel. Any
                  such reductions in the Maximum Facility Amount shall not be
                  reversed. If as a result of any reduction in the Maximum
                  Facility Amount pursuant to this Clause the Original Dollar
                  Amount exceeds the Maximum Facility Amount, the Borrower
                  shall, on the earlier to occur of (a) the one hundred and
                  eightieth day after the date of such Total Loss occurring and
                  (b) the date on which the Owner receives the proceeds of such
                  Total Loss, prepay such amount of the Original Dollar Amount
                  as will ensure that the Original Dollar Amount is not greater
                  than the Maximum Facility Amount. Any such prepayment shall
                  not be reborrowed, and Clause 6.3 shall apply to any such
                  prepayment.

                                       37

<PAGE>


7        INTEREST

         7.1      INTEREST PERIODS The period during which any Drawing shall be
                  outstanding pursuant to this Agreement shall be divided into
                  consecutive Interest Periods of one, three or six months'
                  duration, as selected by the Borrower by written notice to the
                  Agent not later than 11.00 a.m. on the fourth Business Day
                  before the beginning of the Interest Period in question, or
                  such other duration as may be agreed by the Banks in their
                  discretion. No more than three one (1) month Interest Periods
                  may be selected by the Borrower in each calendar year during
                  the Facility Period.

         7.2      BEGINNING AND END OF INTEREST PERIODS The first Interest
                  Period in respect of each Drawing shall begin on the Advance
                  Date of that Drawing and shall end on the last day of the
                  Interest Period selected in accordance with Clause 7.1. Any
                  subsequent Interest Period selected in respect of each Drawing
                  shall commence on the day following the last day of its
                  previous Interest Period and shall end on the last day of its
                  current Interest Period selected in accordance with Clause
                  7.1. However, in respect of any Drawings outstanding on the
                  Termination Date, the Interest Period applicable to such
                  Drawings shall end on the Termination Date.

         7.3      INTEREST RATE During each Interest Period interest shall
                  accrue on each Drawing at the rate determined by the Agent to
                  be the aggregate of (a) the applicable Margin, (b) LIBOR and,
                  if applicable, (c) the Additional Rate, determined in each
                  case, at or about 11.00 a.m. on the second Business Day prior
                  to the beginning of the Interest Period relating to that
                  Drawing.

         7.4      ACCRUAL AND PAYMENT OF INTEREST Interest shall accrue from day
                  to day, shall be calculated on the basis of a 360 day year and
                  the actual number of days elapsed (or, in any circumstance
                  where market practice differs, in accordance with the
                  prevailing market practice) and shall be paid by the Borrower
                  to the Agent on behalf of the Banks on the last day of each
                  Interest Period and additionally, during any Interest Period
                  exceeding three months, on the last day of each successive
                  three month period after the beginning of that Interest
                  Period.

                                       38

<PAGE>


         7.5      ENDING OF INTEREST PERIODS If any Interest Period would end on
                  a day which is not a Business Day, that Interest Period shall
                  end on the next succeeding Business Day (unless the next
                  succeeding Business Day falls in the next calendar month, in
                  which event the Interest Period in question shall end on the
                  next preceding Business Day).

         7.6      DEFAULT RATE If an Event of Default shall occur, the whole of
                  the Indebtedness shall, from the date of the occurrence of
                  the Event of Default, bear interest up to the date of actual
                  payment (both before and after judgment) at the Default Rate,
                  compounded at such intervals as the Agent shall in its
                  discretion determine, which interest shall be payable from
                  time to time by the Borrower to the Agent on behalf of the
                  Banks on demand.

         7.7      DETERMINATIONS CONCLUSIVE Each determination of an interest
                  rate made by the Agent in accordance with Clause 7 shall (save
                  in the case of manifest error or on any question of law) be
                  final and conclusive.

8        GUARANTEE AND INDEMNITY

         8.1      THE BORROWER'S OBLIGATIONS

                  In  consideration  of the agreement of the Banks to make the
                  Facility  available to the Borrower, the Guarantor:-

                  8.1.1    irrevocably and unconditionally guarantees to
                           discharge on demand the Borrower's Obligations,
                           including Interest from the date of demand until the
                           date of payment, both before and after judgement; and

                  8.1.2    agrees, as a separate and independent obligation,
                           that, if any of the Borrower's Obligations are not
                           recoverable from the Guarantor under Clause 8.1.1 for
                           any reason, the Guarantor will be liable to the
                           Finance Parties as a principal debtor by way of
                           indemnity for the same amount as that for which the
                           Guarantor would have been liable had those Borrower's
                           Obligations been recoverable and agrees to discharge
                           its liability under this Clause 8.1.2 on demand
                           together with Interest from

                                       39

<PAGE>


                           the date of demand until the date of payment, both
                           before and after judgement.

         8.2      CONTINUING SECURITY

                  The Guarantee is a continuing security for the full amount of
                  the Borrower's Obligations from time to time and shall remain
                  in force notwithstanding the liquidation of the Borrower or
                  any change in the constitution of the Borrower or of any
                  Finance Party or the absorption of or amalgamation by any
                  Finance Party in or with any other entity or the acquisition
                  of all or any part of the assets or undertaking of any Finance
                  Party by any other entity.

         8.3      PRESERVATION OF GUARANTOR'S LIABILITY

                  8.3.1    The Banks may without the Guarantor's consent and
                           without notice to the Guarantor and without in any
                           way releasing or reducing the Guarantor's
                           Liabilities:-

                           (a)      amend,  novate,  supplement  or replace all
                                    or any of the  Borrower's  Security
                                    Documents;

                           (b)      increase or reduce the amount of the
                                    Facility or vary the terms and conditions
                                    for its repayment or prepayment (including,
                                    without limitation, the rate and/or method
                                    of calculation of interest payable on the
                                    Facility);

                           (c)      allow to the Borrower or to any other person
                                    any time or other indulgence;

                           (d)      renew, vary, release or refrain from
                                    enforcing any of the Borrower's Security
                                    Documents or any other security, guarantee
                                    or indemnity which the Agent may now or in
                                    the future hold from the Borrower or from
                                    any other person;

                                       40

<PAGE>


                           (e)      compound with the Borrower or any other
                                    person;

                           (f)      enter into, renew, vary or terminate any
                                    other agreement or arrangement with the
                                    Borrower or any other person; or
                           (g)      make any concession to the Borrower or do or
                                    omit or neglect to do anything which might,
                                    but for this provision, operate to release
                                    or reduce the liability of the Guarantor
                                    under the Guarantee.

                  8.3.2    The liability of the Guarantor under the Guarantee
                           shall not be affected by:-

                           (a)      the absence of or any defective,  excessive
                                    or irregular exercise of any of the
                                    powers of the Borrower or of any Surety;

                           (b)      any security given or payment made to the
                                    Finance Parties or any of them by the
                                    Borrower or any other person being avoided
                                    or reduced under any law (whether English or
                                    foreign) relating to bankruptcy or
                                    insolvency or analogous circumstance in
                                    force from time to time;

                           (c)      the liquidation, administration,
                                    receivership or insolvency of the Guarantor;

                           (d)      any other security, guarantee or indemnity
                                    now or in the future held by the Finance
                                    Parties or any of them being defective, void
                                    or unenforceable, or the failure of the any
                                    Finance Party to take any security,
                                    guarantee or indemnity;

                           (e)      any compromise or arrangement under Part I
                                    or Part VII of the Insolvency Act 1986 or
                                    section 425 of the Companies Act 1985 (or
                                    any statutory modification or re-enactment
                                    of either of them for the time being in
                                    force) or under any analogous provision of
                                    any foreign law;

                                       41

<PAGE>


                           (f)      the novation of any of the Borrower's
                                    Obligations;

                           (g)      anything which would not have released or
                                    reduced the liability of the Guarantor to
                                    the Finance Parties had the liability of the
                                    Guarantor under Clause 8.1.1 been as a
                                    principal debtor of the Finance Parties and
                                    not as a guarantor.

         8.4      PRESERVATION OF BANKS' RIGHTS

                  8.4.1    The Guarantee is in addition to any other security,
                           guarantee or indemnity now or in the future held by
                           the Finance Parties in respect of the Borrower's
                           Obligations, whether from the Borrower, the Guarantor
                           or any other person, and shall not merge with,
                           prejudice or be prejudiced by any such security,
                           guarantee or indemnity or any contractual or legal
                           right of each Finance Party.

                  8.4.2    Any release, settlement, discharge or arrangement
                           relating to the liabilities of the Guarantor under
                           the Guarantee shall be conditional on no payment,
                           assurance or security received by the Finance Parties
                           in respect of the Borrower's Obligations being
                           avoided or reduced under any law (whether English or
                           foreign) in force from time to time relating to
                           bankruptcy, insolvency or any (in the opinion of the
                           Agent) analogous circumstance and after any such
                           avoidance or reduction the Finance Parties shall be
                           entitled to exercise all of their rights, powers,
                           discretions and remedies under or pursuant to the
                           Guarantee and/or any other rights, powers,
                           discretions or remedies which they would otherwise
                           have been entitled to exercise, as if no release,
                           settlement, discharge or arrangement had taken place.

                  8.4.3    Following the discharge of the Borrower's
                           Obligations, the Finance Parties shall be entitled to
                           retain any security which they may hold for the
                           liabilities of the Guarantor under the Guarantee
                           until the Finance Parties are satisfied in their
                           discretion that they will not have to make any
                           payment under any law referred to in Clause 8.4.2.

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<PAGE>


                  8.4.4    Until all claims of the Finance Parties in respect of
                           the Borrower's Obligations have been discharged in
                           full:-

                           (a)      the Guarantor shall not be entitled to
                                    participate in any security held or sums
                                    received by any Finance Party in respect of
                                    all or any part of the Borrower's
                                    Obligations;

                           (b)      the Guarantor shall not stand in the place
                                    of, or be subrogated for, any of the Finance
                                    Parties in respect of any security nor take
                                    any step to enforce any claim against the
                                    Borrower or any Surety (or the estate or
                                    effects of any such person) nor claim or
                                    exercise any right of set off or
                                    counterclaim against the Borrower or any
                                    Surety nor make any claim in the bankruptcy
                                    or liquidation of the Borrower or any Surety
                                    in respect of any sums paid by the Guarantor
                                    to the Finance Parties or any of them or in
                                    respect of any sum which includes the
                                    proceeds of realisation of any security at
                                    any time held by the Finance Parties or any
                                    of them in respect of all or any part of the
                                    Guarantor's Liabilities; and

                           (c)      the Guarantor shall not take any steps to
                                    enforce any claim which it may have against
                                    the Borrower or any Security Party without
                                    the prior written consent of the Agent, and
                                    then only on such terms and subject to such
                                    conditions as the Agent may impose.

                  8.4.5    The Guarantor's Liabilities shall be continuing for
                           all purposes (including Interest) and every sum of
                           money which may now or in the future be or become due
                           or owing to the Finance Parties by the Borrower under
                           the Security Documents to which the Borrower is a
                           party (or which would have become due or owing had it
                           not been for the bankruptcy, liquidation or
                           insolvency of the Borrower) shall be deemed to
                           continue due and owing to the Finance Parties by the
                           Borrower until such sum is actually repaid to the
                           Finance Parties, notwithstanding the bankruptcy,
                           liquidation or insolvency of the Borrower.

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<PAGE>


                  8.4.6    The Finance Parties may, but shall not be obliged to,
                           resort for their own benefit to any other means of
                           payment at any time and in any order they think fit
                           without releasing or reducing the Guarantor's
                           Liabilities.

                  8.4.7    The Finance Parties may enforce the Guarantee either
                           before or after resorting to any other means of
                           payment and, in the latter case, without entitling
                           the Guarantor to any benefit from or share in any
                           such other means of payment for so long as the
                           Borrower's Obligations have not been discharged in
                           full.

         8.5      OTHER SECURITY

                  The Guarantor confirms that it has not taken and will not take
                  without the prior written consent of the Agent (and then only
                  on such terms and subject to such conditions as the Agent may
                  impose) any security from the Borrower or from any Surety in
                  connection with the Guarantee and any security taken by the
                  Guarantor in connection with the Guarantee notwithstanding
                  this Clause shall be held by the Guarantor in trust for the
                  Agent on behalf of the Finance Parties absolutely as a
                  continuing security for the Guarantor's Liabilities.

9        FEES

         9.1      The Borrower shall pay to or to the order of the Agent the
                  fees, commissions and other sums referred to in the Fee
                  Letters in the amounts and on the dates set out in the Fee
                  Letters.

         9.2      The Borrower shall pay to the Agent Commitment Commission at
                  the rate of one half of the applicable Margin per annum on any
                  undrawn part of the Facility after the Execution Date. The
                  Commitment Commission will accrue from day to day on the basis
                  of a 360 day year and the actual number of days elapsed and
                  shall be paid quarterly in arrears from the Execution Date
                  until the Termination Date based upon the Margin in effect for
                  the previous quarter.

                                       44

<PAGE>


         9.3      The Borrower shall on the Execution Date pay to the Agent on
                  behalf of each Bank which is a party to this Agreement on the
                  Execution Date, a 0.25% flat fee on the amount of each such
                  Bank's Commitment.

10       SECURITY DOCUMENTS

         As security for the repayment of the Indebtedness, the Borrower shall
         execute and deliver to the Agent or cause to be executed and delivered
         to the Agent, on or before the first Advance Date, the following
         Security Documents in such forms and containing such terms and
         conditions as the Agent shall require:-

         10.1     THE MORTGAGES AND DEED OF COVENANTS a first preferred and/or
                  priority mortgage together, where applicable, with collateral
                  deed of covenants over each Vessel;

         10.2     THE  ASSIGNMENTS a deed of assignment of the Insurances,
                  Earnings and  Requisition  Compensation of each Vessel;

         10.3     THE  SHIPOWNERS'  GUARANTEE  the joint and several  guarantee
                  and  indemnity  of the  Shipowning Guarantors;

         10.4     ANY INTER-COMPANY INDEBTEDNESS ASSIGNMENTS if applicable, a
                  deed of assignment of any Inter-Company Indebtedness
                  materially in the form set forth in Appendix B;

         10.5     THE GENERAL SECURITY AGREEMENTS (i) a bond and floating charge
                  and assignation of insurances (ii) an assignment and charge,
                  or (iii) a security interest and assignment over each ROV, its
                  Earnings, Insurances and Requisition Compensation; and

         10.6     THE FACTORING AGREEMENT a factoring agreement in relation to
                  the assignment of Earnings contained in the Assignment over mv
                  "SEAWAY FALCON" to be made between Stolt Comex Seaway A/S and
                  the Agent.

                                       45

<PAGE>


11       AGENCY AND TRUST

         11.1     APPOINTMENT Each of the Banks and the Arrangers appoints the
                  Agent its agent for the purpose of administering the Facility
                  and the Security Documents and authorises the Agent and its
                  directors, officers, employees and agents acting on the
                  instructions from time to time of an Instructing Group, and
                  subject to Clauses 11.4 and 11.19, to execute the Security
                  Documents on its behalf and to exercise all rights, powers,
                  discretions and remedies vested in the Banks under or pursuant
                  to the Security Documents, together with all powers reasonably
                  incidental to them.

         11.2     AUTHORITY Each of the Banks and the Arrangers irrevocably
                  authorises the Agent, acting on the instructions from time to
                  time of an Instructing Group:-

                  11.2.1     to give or withhold any consents or approvals; and

                  11.2.2     to exercise, or refrain from exercising, any
                             discretions; and

                  11.2.3     to collect, receive, release or pay any money;

                  under or pursuant to any of the Security Documents. In
                  addition the Agent may waive compliance by any Security Party
                  with Clauses 12.1.2, 12.1.3, 12.2.3, 12.2.9, 13.1 and 19.2.3
                  with the prior written consent of an Instructing Group. The
                  Agent shall have no duties or responsibilities as agent or as
                  security trustee other than those expressly conferred on it
                  by the Security Documents and shall not be obliged to act on
                  any instructions if to do so would, in the opinion of the
                  Agent, be contrary to any provision of the Security Documents
                  or to any law, or would expose the Agent to any actual or
                  potential liability to any third party.

         11.3     TRUST The Agent agrees and declares, and each of the Banks
                  acknowledges, that, subject to the terms and conditions of
                  this Clause, the Agent holds the Trust Property on trust for
                  the Banks, in accordance with their respective Proportionate
                  Shares, absolutely. Each of the Banks agrees that the
                  obligations, rights and benefits vested in the Agent in its
                  capacity as security trustee shall be performed and exercised
                  in accordance with this Clause. The Agent in its

                                       46

<PAGE>


                  capacity as security trustee shall have the benefit of all of
                  the provisions of this Agreement benefitting it in its 
                  capacity as agent for the Banks, and all the powers and
                  discretions conferred on trustees by the Trustee Act 1925 (to
                  the extent not inconsistent with this Agreement). In
                  addition:-

                  11.3.1   the Agent (and any attorney, agent or delegate of the
                           Agent) may indemnify itself or himself out of the
                           Trust Property against all liabilities, costs, fees,
                           damages, charges, losses and expenses sustained or
                           incurred by it or him in relation to the taking or
                           holding of any of the Trust Property or in connection
                           with the exercise or purported exercise of the
                           rights, trusts, powers and discretions vested in the
                           Agent or any other such person by or pursuant to the
                           Security Documents or in respect of anything else
                           done or omitted to be done in any way relating to the
                           Security Documents; and

                  11.3.2   the Banks acknowledge that the Agent shall be under
                           no obligation to insure any property nor to require
                           any other person to insure any property and shall not
                           be responsible for any loss which may be suffered by
                           any person as a result of the lack or insufficiency
                           of any insurance; and

                  11.3.3   the Agent and the Banks agree that the perpetuity
                           period applicable to the trusts declared by this
                           Agreement shall be the period of eighty years from
                           the Execution Date.

         11.4      LIMITATIONS ON AUTHORITY Except with the prior written
                   consent of each of the Banks, the Agent shall not be entitled
                   to:-

                  11.4.1   release or vary any security given for the Borrower's
                           obligations under this Agreement; nor

                  11.4.2   except as otherwise provided in this Agreement, agree
                           to waive the payment of any sum of money payable by
                           any of the Security Parties under the Security
                           Documents or waive, modify, vary or otherwise

                                       47

<PAGE>


                           amend or excuse performance by any of the Security
                           Parties of any material provision of the Security
                           Documents; nor

                  11.4.3   change the meaning of the expression "INSTRUCTING
                           GROUP"; nor

                  11.4.4   exercise, or refrain from exercising, any discretion,
                           or give or withhold any consent, the exercise or
                           giving of which is, by the terms of this Agreement,
                           expressly reserved to the Banks; nor

                  11.4.5   extend the due date for the payment of any sum of
                           money payable by any of the Security Parties under
                           the Security Documents; nor

                  11.4.6   take or refrain from taking any step if the effect of
                           such action or inaction may lead to the increase of
                           the obligations of a Bank under any of the Security
                           Documents; nor

                  11.4.7   agree to change the currency in which any sum is
                           payable under the Security Documents (other than in
                           accordance with the terms of the Security Documents);
                           nor

                  11.4.8   agree to amend this Clause 11.4.

         11.5     LIABILITY Neither the Agent nor any of its directors,
                  officers, employees or agents shall be liable to the Banks or
                  the Arrangers for anything done or omitted to be done by the
                  Agent under or in connection with the Security Documents
                  unless as a result of the Agent's wilful misconduct or gross
                  negligence.

         11.6     ACKNOWLEDGMENT  Each of the Banks and the Arrangers
                  acknowledges that:-

                  11.6.1     it has not relied on any representation made by the
                             Agent or any of the Agent's directors, officers,
                             employees or agents or by any other person acting
                             or purporting to act on behalf of the Agent to
                             induce it to enter into any of the Security
                             Documents;

                                       48

<PAGE>


                  11.6.2   it has made and will continue to make without
                           reliance on the Agent, and based on such documents
                           and other evidence as it considers appropriate, its
                           own independent investigation of the financial
                           condition and affairs of the Security Parties in
                           connection with the making and continuation of the
                           Facility;

                  11.6.3   it has made its own appraisal of the creditworthiness
                           of the Security Parties;

                  11.6.4   the Agent shall not have any duty or responsibility
                           at any time to provide it with any credit or other
                           information relating to any of the Security Parties
                           unless that information is received by the Agent
                           pursuant to the express terms of the Security
                           Documents.

                  Each of the Banks and the Arrangers agrees that it will not
                  assert nor seek to assert against any director, officer,
                  employee or agent of the Agent or against any other person
                  acting or purporting to act on behalf of the Agent any claim
                  which it might have against them in respect of any of the
                  matters referred to in this Clause.

         11.7     LIMITATIONS ON RESPONSIBILITY The Agent shall have no
                  responsibility to any of the Security Parties or to the Banks
                  or to the Arrangers on account of:-

                  11.7.1   the failure of a Bank or of any of the Security
                           Parties to perform any of their respective
                           obligations under the Security Documents;

                  11.7.2   the financial condition of any of the Security
                           Parties;

                  11.7.3   the completeness or accuracy of any statements,
                           representations or warranties made in or pursuant to
                           any of the Security Documents, or in or pursuant to
                           any document delivered pursuant to or in connection
                           with any of the Security Documents;

                                       49

<PAGE>


                  11.7.4   the negotiation, execution, effectiveness,
                           genuineness, validity, enforceability, admissibility
                           in evidence or sufficiency of any of the Security
                           Documents or of any document executed or delivered
                           pursuant to or in connection with any of the Security
                           Documents.

         11.8     THE AGENT'S RIGHTS  The Agent may:-

                  11.8.1   assume that all representations or warranties made or
                           deemed repeated by any of the Security Parties in or
                           pursuant to any of the Security Documents are true
                           and complete, unless, in its capacity as the Agent,
                           it has acquired actual knowledge to the contrary; and

                  11.8.2   assume that no Event of Default or Potential Event of
                           Default has occurred unless, in its capacity as the
                           Agent, it has acquired actual knowledge to the
                           contrary; and

                  11.8.3   rely on any document or Communication believed by it
                           to be genuine; and

                  11.8.4   rely as to legal or other professional matters on
                           opinions and statements of any legal or other
                           professional advisers selected or approved by it; and

                  11.8.5   rely as to any factual matters which might reasonably
                           be expected to be within the knowledge of any of the
                           Security Parties on a certificate signed by or on
                           behalf of that Security Party; and

                  11.8.6   refrain from exercising any right, power, discretion
                           or remedy unless and until instructed to exercise
                           that right, power, discretion or remedy and as to the
                           manner of its exercise by the Banks (or, where
                           applicable, by an Instructing Group) and unless and
                           until the Agent has received from the Banks any
                           payment which the Agent may require on account of, or
                           any security which the Agent may require for, any
                           costs, claims, expenses (including legal and other
                           professional fees)

                                       50

<PAGE>


                           and liabilities which it considers it may incur or
                           sustain in complying with those instructions.

         11.9     THE AGENT'S DUTIES  The Agent shall:-

                  11.9.1   if requested in writing to do so by a Bank, make
                           enquiry and advise the Banks as to the performance or
                           observance of any of the provisions of the Security
                           Documents by any of the Security Parties or as to the
                           existence of an Event of Default; and

                  11.9.2   inform the Banks promptly of any Event of Default of
                           which the Agent has actual knowledge; and

                  11.9.3   inform the Banks promptly of any disclosures in
                           writing received by the Agent pursuant to Clause 4.7.

         11.10    NO DEEMED KNOWLEDGE The Agent shall not be deemed to have
                  actual knowledge of the falsehood or incompleteness of any
                  representation or warranty made or deemed repeated by any of
                  the Security Parties or actual knowledge of the occurrence of
                  any Event of Default or Potential Event of Default unless a
                  Bank or any of the Security Parties shall have given written
                  notice thereof to the Agent.

         11.11    OTHER BUSINESS The Agent may, without any liability to account
                  to the Banks or the Arrangers, generally engage in any kind of
                  banking or trust business with any of the Security Parties or
                  any of their respective Subsidiaries or associated companies
                  or with a Bank as if it were not the Agent.

         11.12    INDEMNITY The Banks shall, promptly on the Agent's request,
                  reimburse the Agent in their respective Proportionate Shares,
                  for, and keep the Agent fully indemnified in respect of:-

                  11.12.1  all amounts payable by the Borrower to the Agent
                           pursuant to Clause 19 to the extent that those
                           amounts are not paid by the Borrower;

                                       51

<PAGE>


                  11.12.2  all liabilities, damages, costs and claims sustained
                           or incurred by the Agent in connection with the
                           Security Documents, or the performance of its duties
                           and obligations, or the exercise of its rights,
                           powers, discretions or remedies under or pursuant to
                           any of the Security Documents; or in connection with
                           any action taken or omitted by the Agent under or
                           pursuant to any of the Security Documents, unless in
                           any case those liabilities, damages, costs or claims
                           arise solely from the Agent's wilful misconduct or
                           gross negligence.

         11.13    EMPLOYMENT OF AGENTS In performing its duties and exercising
                  its rights, powers, discretions and remedies under or pursuant
                  to the Security Documents, the Agent shall be entitled to
                  employ and pay agents to do anything which the Agent is
                  empowered to do under or pursuant to the Security Documents
                  (including the receipt of money and documents and the payment
                  of money) and to act or refrain from taking action in reliance
                  on the opinion of, or advice or information obtained from, any
                  lawyer, banker, broker, accountant, valuer or any other person
                  believed by the Agent in good faith to be competent to give
                  such opinion, advice or information.

         11.14    DISTRIBUTION OF PAYMENTS The Agent shall pay promptly to the
                  order of each of the Banks that Bank's Proportionate Share of
                  every sum of money received by the Agent pursuant to the
                  Security Documents or the Mortgagees' Insurances (with the
                  exception of any amounts payable pursuant to Clause 9.1 and/or
                  the Fee Letters and any amounts which, by the terms of the
                  Security Documents, are paid to the Agent for the account of
                  the Agent or the Syndication Agent alone or specifically for
                  the account of one or more Banks or Arrangers) and until so
                  paid such amount shall be held by the Agent on trust
                  absolutely for that Bank, that Arranger or the Syndication
                  Agent (or as the case may be).

         11.15    REIMBURSEMENT The Agent shall have no liability to pay any sum
                  to a Bank or to an Arranger or the Syndication Agent until it
                  has itself received payment of that sum. If, however, the
                  Agent does pay any sum to a Bank or to an Arranger or the
                  Syndication Agent on account of any amount prospectively due
                  to it

                                       52

<PAGE>


                  pursuant to Clause 11.14 before it has itself received
                  payment of that amount, and the Agent does not in fact receive
                  payment within five Business Days after the date on which that
                  payment was required to be made by the terms of the Security
                  Documents or the Mortgagees' Insurances, the recipient will,
                  on demand by the Agent, refund to the Agent an amount equal to
                  the amount received by it, together with an amount sufficient
                  to reimburse the Agent for any amount which the Agent may
                  certify that it has been required to pay by way of interest on
                  money borrowed to fund the amount in question during the
                  period beginning on the date on which that amount was required
                  to be paid by the terms of the Security Documents or the
                  Mortgagees' Insurances and ending on the date on which the
                  Agent receives reimbursement.

         11.16    REDISTRIBUTION OF PAYMENTS Unless otherwise agreed between the
                  Finance Parties, if at any time a Bank receives or recovers by
                  way of set-off, the exercise of any lien or otherwise (other
                  than from any assignee or transferee of or sub-participant in
                  that Bank's Commitment), an amount greater than that Bank's
                  Proportionate Share of any sum due from any of the Security
                  Parties under the Security Documents (the amount of the excess
                  being referred to in this Clause as the "EXCESS AMOUNT")
                  then:-

                  11.16.1  that Bank shall promptly notify the Agent (which
                           shall promptly notify each other Bank);

                  11.16.2  that Bank shall pay to the Agent an amount equal to
                           the Excess Amount within ten days of its receipt or
                           recovery of the Excess Amount; and

                  11.16.3  the Agent shall treat that payment as if it were a
                           payment by the Security Party in question on account
                           of the sum owed to the Banks as aforesaid and shall
                           account to the Banks in respect of the Excess Amount
                           in accordance with the provisions of this Clause.

                  However, if a Bank has commenced any Proceedings to recover
                  sums owing to it under the Security Documents and, as a result
                  of, or in connection with, those

                                       53

<PAGE>


                  Proceedings has received an Excess Amount, the Agent shall not
                  distribute any of that Excess Amount to any other Bank which
                  had been notified of the Proceedings and had the legal right
                  to, but did not, join those Proceedings or commence and
                  diligently prosecute separate Proceedings to enforce its
                  rights in the same or another court.

         11.17    RESCISSION OF EXCESS AMOUNT If all or any part of any Excess
                  Amount is rescinded or must otherwise be restored to any of
                  the Security Parties or to any other third party, the Banks
                  which have received any part of that Excess Amount by way of
                  distribution from the Agent pursuant to this Clause shall
                  repay to the Agent for the account of the Bank which
                  originally received or recovered the Excess Amount, the amount
                  which shall be necessary to ensure that the Banks share
                  rateably in accordance with their Proportionate Shares in the
                  amount of the receipt or payment retained, together with
                  interest on that amount at a rate equivalent to that (if any)
                  paid by the Bank receiving or recovering the Excess Amount to
                  the person to whom that Bank is liable to make payment in
                  respect of such amount, and Clause 11.16.3 shall apply only to
                  the retained amount.

         11.18    PROCEEDINGS Each of the Finance Parties shall notify one
                  another of the proposed commencement of any Proceedings under
                  any of the Security Documents prior to their commencement. No
                  such Proceedings may be commenced without the prior written
                  consent of an Instructing Group.

         11.19    INSTRUCTIONS Where the Agent is authorised or directed to act
                  or refrain from acting in accordance with the instructions of
                  the Banks or of an Instructing Group each of the Banks shall
                  provide the Agent with instructions within three Business Days
                  of the Agent's request (which request may be made orally or in
                  writing). If a Bank does not provide the Agent with
                  instructions within that period, that Bank shall be bound by
                  the decision of the Agent. Nothing in this Clause shall limit
                  the right of the Agent to take, or refrain from taking, any
                  action without obtaining the instructions of the Banks if the
                  Agent in its discretion considers it necessary or appropriate
                  to take, or refrain from taking, such action in order to
                  preserve the rights of the Banks under or in connection

                                       54

<PAGE>


                  with the Security Documents. In that event, the Agent will
                  notify the Banks of the action taken by it as soon as
                  reasonably practicable, and the Banks agree to ratify any
                  action taken by the Agent pursuant to this Clause.

         11.20    COMMUNICATIONS Any Communication under this Clause shall be
                  given, delivered, made or served, in the case of the Agent (in
                  its capacity as Agent or as one of the Banks), and in the case
                  of the other Banks, at the address indicated in Schedule 1.

         11.21    PAYMENTS All amounts payable to a Bank under this Clause shall
                  be paid to such account at such bank as that Bank may from
                  time to time direct in writing to the Agent.

         11.22    RETIREMENT Subject to a successor being appointed in
                  accordance with this Clause, the Agent may retire as agent
                  and/or security trustee at any time without assigning any
                  reason by giving to the Borrower and the other Finance Parties
                  notice of its intention to do so, in which event the following
                  shall apply:-

                  11.22.1  with the consent of the Borrower, not to be
                           unreasonably withheld, the other Finance Parties may
                           within thirty days after the date of the Agent's
                           notice appoint a successor to act as agent and/or
                           security trustee or, if they fail to do so with the
                           consent of the Borrower, not to be unreasonably
                           withheld, the Agent may appoint any other bank or
                           financial institution as its successor;

                  11.22.2  the resignation of the Agent shall take effect
                           simultaneously with the appointment of its successor
                           on written notice of that appointment being given to
                           the Borrower and the other Finance Parties;

                  11.22.3  the Agent shall thereupon be discharged from all
                           further obligations as agent and/or security trustee
                           but shall remain entitled to the benefit of the
                           provisions of this Clause;

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<PAGE>


                  11.22.4  the Agent's successor and each of the other parties
                           to this Agreement shall have the same rights and
                           obligations amongst themselves as they would have had
                           if that successor had been a party to this Agreement.

         11.23    NO FIDUCIARY RELATIONSHIP Except as provided in Clauses 11.3
                  and 11.14, the Agent shall not have any fiduciary relationship
                  with or be deemed to be a trustee of or for a Bank or an
                  Arranger and nothing contained in any of the Security
                  Documents shall constitute a partnership between any two or
                  more Banks or Arrangers or between the Agent and any Bank or
                  Arranger.

         11.24    THE AGENT AS A BANK The expression "THE BANKS" when used in
                  the Security Documents includes the Agent in its capacity as
                  one of the Banks. The Agent shall be entitled to exercise its
                  rights, powers, discretions and remedies under or pursuant to
                  the Security Documents in its capacity as one of the Banks in
                  the same manner as any other Bank and as if it were not also
                  the Agent.

         11.25    THE AGENT AS SECURITY TRUSTEE Unless the context otherwise
                  requires, the expression "THE Agent" when used in the Security
                  Documents includes the Agent acting in its capacities both as
                  agent and security trustee.

         11.26    SYNDICATION AGENT Each of the Finance Parties agrees, for the
                  avoidance of doubt, that the Syndication Agent has no duties
                  in its capacity as Syndication Agent under the Security
                  Documents.

12       COVENANTS

         Each of the Borrower and the Guarantor covenants with the Finance
Parties in the following terms.

         12.1     NEGATIVE COVENANTS

                  Neither the Borrower nor the Guarantor, will:-

                  12.1.1   NO THIRD PARTY RIGHTS without the Banks' prior
                           written consent, save for Permitted Liens, secure any
                           debt or guarantee obligation on any

                                       56

<PAGE>


                           Vessel or ROV or any other asset secured in favour
                           of the Finance Parties or any of them under the
                           Security Documents nor permit any Security Party or
                           any other member of the SCS Group to create or permit
                           to arise or subsist any Encumbrance of whatever
                           nature upon any amount due from time to time during
                           the Facility Period to that Security Party or any
                           other member of the SCS Group except any Encumbrance
                           existing on the date of this Agreement and notified
                           to the Agent and listed in Appendix D; nor

                  12.1.2   CHARTERING without the prior written consent of an
                           Instructing Group, charter any Vessel or permit any
                           Vessel to be chartered on any bareboat charter, or
                           otherwise for a period exceeding (or inclusive of any
                           extension options, capable or exceeding) twelve (12)
                           months) or following the occurrence and during the
                           continuation of an Event of Default, let any Vessel
                           on charter or renew or extend any charter or other
                           contract of employment of any Vessel (nor agree to do
                           so) provided that committing the use of a Vessel with
                           respect to any service shall not be regarded as a
                           charter within the meaning of this Clause unless such
                           Vessel is committed for a consecutive period of not
                           less than twelve (12) months on a time charter; nor

                  12.1.3   NO CHANGE IN MANAGEMENT without the prior written
                           consent of an Instructing Group, permit the
                           appointment of anyone other than the Managers as
                           commercial or technical managers of the Vessels, nor
                           terminate or materially vary the arrangements for the
                           commercial or technical management of the Vessels,
                           nor permit the Managers to sub-contract or delegate
                           the commercial or technical management of any Vessel
                           to any third party outside of the SCS Group; nor

                  12.1.4   MERGER OR AMALGAMATION without the prior written
                           consent of an Instructing Group, permit any merger or
                           amalgamation unless (i) the Guarantor, the Borrower
                           and each Shipowning Guarantor remains the surviving
                           entity following any such merger or amalgamation (or
                           if the merger or amalgamation involves more than one
                           of the Shipowning

                                       57

<PAGE>


                           Guarantors, then one of the Shipowning Guarantors
                           remains the surviving entity) and (ii) such surviving
                           entity is not divested of any material part of the
                           assets or operations of such member of the SCS Group
                           and (iii) in the case of the Guarantor only, such
                           merger or amalgamation has been approved by a duly
                           passed resolution of the Guarantor's shareholders.

         12.2     POSITIVE COVENANTS

                  12.2.1   REGISTRATION OF VESSELS Each of the Borrower and the
                           Guarantor undertakes to procure the maintenance of
                           the registration of the Vessels under the flags and
                           ownerships indicated in Schedule 3 for the duration
                           of the Facility Period unless otherwise approved by
                           the Agent.

                  12.2.2   ADDITIONAL SECURITY If and so often as the aggregate
                           of any Valuations of the Vessels and the ROVs plus
                           the value of any additional security (other than
                           cash) for the time being provided to the Banks (or to
                           the Agent on their behalf) pursuant to this Clause
                           shall be less than one hundred and twenty per centum
                           (120%) of the Original Dollar Amount (less the amount
                           of any cash deposited as additional security pursuant
                           to this Clause) the Borrower will, within thirty days
                           of the request of the Agent to do so, at the
                           Borrower's option:-

                             (a)    pay to the Agent or to its nominee a cash
                                    deposit in the amount of the shortfall to be
                                    secured in favour of the Banks (or of the
                                    Agent on their behalf) as additional
                                    security for the payment of the
                                    Indebtedness; or

                             (b)    give to the Banks (or to the Agent on their
                                    behalf) other additional security in amount
                                    and form acceptable to the Banks in their
                                    discretion; or

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                             (c)    prepay the amount of the Indebtedness which
                                    will ensure that the aggregate of the
                                    Valuations of the Vessels and the ROVs plus
                                    the value of any such additional security
                                    (other than cash) is not less than one
                                    hundred and twenty per centum (120%) of the
                                    Original Dollar Amount (less the amount of
                                    any cash deposited as additional security
                                    pursuant to this Clause).

                           Clauses 6.3, 6.4 and 6.5 shall apply, mutatis
                           mutandis, to any prepayment made pursuant to this
                           Clause and the value of any additional security
                           provided pursuant to this Clause shall be determined
                           by the Agent in its discretion. Provided that, where
                           the Borrower has provided additional security
                           pursuant to this Clause, the Borrower may request
                           that the Agent obtain new Valuations on a date
                           falling not earlier than six months after the date
                           such additional security was provided. Where
                           requested by the Borrower to obtain new Valuations
                           pursuant to this Clause the Agent shall obtain such
                           new Valuations at the cost and expense of the
                           Borrower. If the aggregate of the new Valuations of
                           the Vessels and the ROV's plus the value of any
                           additional security (other than cash) (the "NEW
                           SECURITY AMOUNT") is greater than one hundred and
                           twenty per cent (120%) of the Original Dollar Amount
                           (less the amount of any cash deposited as additional
                           security pursuant to this Clause) (the "SECURITY
                           MAINTENANCE AMOUNT") the Agent (provided that the
                           Agent shall firstly release any cash collateral
                           deposited with it pursuant to this Clause) shall
                           release to the Borrower, upon the Borrower's written
                           request and at the Borrower's expense, any such
                           additional security as the Agent selects, such that
                           after its release the New Security Amount will be
                           equal to the Security Maintenance Amount, provided,
                           however, that the value of such security to be
                           released is not less than five hundred thousand
                           Dollars ($500,000). For the purposes of this Clause
                           the Borrower shall at its expense throughout the
                           Facility Period deliver to the Agent a Valuation in
                           respect of each Vessel and each ROV (i) at least
                           annually after the Execution Date and (ii) at any
                           time reasonably requested by the Agent.

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                  12.2.3   FINANCIAL STATEMENTS The Borrower will supply to the
                           Agent, without request:-

                           (a)     its annual unaudited financial statements for
                                   each financial year of the Borrower ending
                                   during the Facility Period, containing
                                   (amongst other things) the Borrower's profit
                                   and loss account for, and balance sheet at
                                   the end of, each such financial year,
                                   prepared in accordance with generally
                                   accepted accounting principles and practices
                                   applicable to companies incorporated in the
                                   Netherlands consistently applied, in each
                                   case within one hundred and eighty days of
                                   the end of the financial year to which they
                                   relate and such financial statements shall
                                   accurately and fairly represent the financial
                                   condition of the Borrower; and

                           (b)     on a consolidated basis:-

                                   (i)   the Guarantor's annual audited accounts
                                         prepared in accordance with US GAAP
                                         within one hundred and eighty days of
                                         the end of the financial year to which
                                         they relate and such financial
                                         statements shall accurately and fairly
                                         represent the financial condition of
                                         the SCS Group; and

                                   (ii)  the Guarantor's unaudited quarterly
                                         financial statements (including cash
                                         flow analysis) not later than 90
                                         days after the end of the relevant
                                         fiscal quarter; and

                           (c)     the SCS Group's consolidated budget; and

                           (d)     any financial information delivered by the
                                   Guarantor to its shareholders; and

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                           (e)     on a non-consolidated basis and if reasonably
                                   required by the Agent and the company
                                   concerned is obliged by law or otherwise to
                                   prepare accounts, the annual unaudited
                                   accounts of each of the Shipowning Guarantors
                                   within one hundred and eighty days of the end
                                   of the financial year to which they relate;

                           (f)     a statement of the aggregate amount due at
                                   any time to the SCS Group at least once every
                                   twelve months during the Facility Period; and

                           (g)     a cash flow projection for the following five
                                   years to be provided every six months during
                                   the Facility Period; and

                           (h)     a list and broad description of all contracts
                                   with a value in excess of two million Dollars
                                   ($2,000,000) to be performed by any member of
                                   the SCS Group, to be provided every six
                                   months during the Facility Period, such
                                   information to be in the form set forth in
                                   Appendix C.

                  12.2.4   OTHER INFORMATION The Borrower will promptly supply
                           to the Agent copies of all financial and other
                           information from time to time given by the Guarantor
                           to its shareholders and such information and
                           explanations as the Agent may from time to time
                           reasonably require in connection with the operation
                           of the Vessels and the ROVs and the Borrower's and
                           the Guarantor's profit and liquidity, and will
                           procure that the Agent be given the like information
                           and explanations relating to all other Security
                           Parties.

                  12.2.5   EVIDENCE OF CURRENT COFR Without limiting the
                           Borrower's obligations under Clause 12.2.4, the
                           Borrower will from time to time on the request of the
                           Agent provide the Agent with such evidence as the
                           Agent may reasonably require that each Vessel
                           operating in the waters of the United States of
                           America has a valid and current

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                           Certificate of Financial Responsibility pursuant to
                           the United States Oil Pollution Act 1990.

                  12.2.6   ISM CODE COMPLIANCE In respect of each Vessel at any
                           time subject to the ISM Code the Borrower will:-

                           (a)     procure that the Vessel remains for the
                                   duration of the Facility Period subject to a
                                   SMS;

                           (b)     maintain a valid and current SMC for the
                                   Vessel throughout the Facility Period;

                           (c)     if it is not itself the Company, procure that
                                   the Company maintains a valid and current DOC
                                   throughout the Facility Period;

                           (d)     promptly report to the Agent in writing of
                                   any actual or threatened withdrawal,
                                   suspension, cancellation or modification of
                                   the Vessel's SMC or of the Company's DOC;

                           (e)     promptly report to the Agent in writing (i)
                                   any accident involving a Vessel which may
                                   result in that Vessel's insurers making
                                   payment directly to the Agent in accordance
                                   with the relevant Security Documents or (ii)
                                   any "MAJOR NON-CONFORMITY", as that term is
                                   defined in the Guidelines on the
                                   Implementation of the International Safety
                                   Management Code by Administrations adopted by
                                   the Assembly of the International Maritime
                                   Organisation pursuant to Resolution
                                   A.788(19), and of the steps being taken to
                                   remedy the situation; and

                           (f)     not without the prior written consent of the
                                   Agent (which will not be unreasonably
                                   withheld) change the identity of the Company.

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                  12.2.7   GUARANTOR'S PUBLIC LISTING Each of the Borrower and
                           the Guarantor shall ensure that throughout the
                           Facility Period the Guarantor shall remain a public
                           listed company unless it is owned by significant and
                           recognised corporate bodies approved by the Banks
                           with a corporate rating of at least BBB as defined by
                           Standard & Poor's or similar rating from a rating
                           agency acceptable to the Banks.

                  12.2.8   INSURANCES The Borrower shall ensure that each of the
                           Vessels and the ROVs is fully insured upon the terms
                           and conditions set forth in the Mortgages, Deed of
                           Covenant or the relevant General Security Agreement
                           (as the case may be). In addition, each of the
                           Borrower and the Guarantor shall ensure that its
                           property and assets are insured against such risks
                           and in such amounts as are customary for companies
                           engaged in similar businesses.

                  12.2.9   CLASSIFICATION The Borrower shall ensure that each
                           Vessel (other than a Non-Classified Vessel) is
                           classed and maintained with the highest applicable
                           class necessary to properly operate such Vessel of
                           Lloyds Register of Shipping, Det norske Veritas, the
                           American Bureau of Shipping or such other
                           classification society acceptable to the Agent and
                           that such classification is not changed or impaired
                           in any way during the Facility Period.

                  12.2.10  CERTIFICATE OF COMPLIANCE The Borrower and the
                           Guarantor shall deliver to the Agent a duly executed
                           Certificate of Compliance ninety (90) days after the
                           end of each fiscal quarter occurring during the
                           Facility Period.

                  12.2.11  INSPECTION OF RECORDS The Borrower and the Guarantor
                           will each permit the inspection of its financial
                           records and accounts from time to time during
                           business hours by the Agent or its nominee.

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                  12.2.12  MILLENNIUM COMPLIANCE Each of the Borrower and the
                           Guarantor will:-

                           (a)     use all reasonable endeavours to ensure that
                                   the performance and functionality of its
                                   Systems and each Vessel's and ROV's Systems
                                   are, by no later than 30 November 1999, and
                                   remain Millennium Compliant;

                           (b)     notify the Agent immediately if at any time
                                   either the Borrower or the Guarantor knows or
                                   reasonably suspects that the performance or
                                   functionality of any of its Systems or any of
                                   Vessels' or ROV's Systems is, or will not be,
                                   Millennium Compliant, in a manner which will
                                   materially adversely affect the SCS Group as
                                   a whole.

                  12.2.13  NOTIFICATION OF EVENT OF DEFAULT Each of the Borrower
                           and the Guarantor will immediately notify the Agent
                           in writing of the occurrence of any Event of Default
                           or Potential Event of Default or any event which will
                           materially adversely affect the Borrower's or the
                           Guarantor's ability to perform its obligations under
                           this Agreement or the ability of any of the other
                           Security Parties or any Principal Subsidiary to
                           perform any of their obligations under any of the
                           Security Documents to which they are a party or may
                           become a party to.

                  12.2.14  ADDITIONAL FILINGS/NOTIFICATION Each of the Borrower
                           and the Guarantor shall ensure that (i) any and all
                           additional filings referred to in the proviso to
                           Clause 4.5 will be made and/or effected promptly and
                           within any applicable time limits imposed by law and
                           (ii) the Agent is immediately notified if any of the
                           Security Parties (a) has an established place of
                           business in the United Kingdom or the United States
                           of America at any time during the Facility Period or
                           (b) changes the place of US Chief Executive office or
                           principal place of business in the United States of
                           America.

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<PAGE>


                  12.2.15  PARI PASSU Each of the Borrower and the Guarantor
                           shall ensure that their respective obligations under
                           this Agreement shall at all times rank at least pari
                           passu with all of their other present and future
                           unsecured and unsubordinated indebtedness with the
                           exception of any obligations which are mandatorily
                           preferred by any applicable laws to companies
                           generally and not by contract.

                  12.2.16  CORPORATE EXISTENCE Save as permitted by Clause
                           12.1.4, each of the Borrower and the Guarantor shall
                           ensure that throughout the Facility Period each of
                           the Security Parties shall (i) remain duly formed and
                           validly existing under the laws of its respective
                           jurisdiction of incorporation (ii) remain authorised
                           to do business in the jurisdiction in which it
                           transacts its business (iii) continue to have the
                           power to carry on its business as it is now being
                           conducted and to enter into and perform its
                           obligations under the Security Documents to which it
                           is a party and (iv) continue to comply with all
                           statutory, regulatory and other requirements relative
                           to its business which could reasonably be expected to
                           have a material adverse effect on its business,
                           assets or operations, financial or otherwise.

                  12.2.17  ADMISSIBILITY IN EVIDENCE Each of the Borrowers and
                           the Guarantor shall on the request of the Agent
                           obtain all necessary authorisations, consents,
                           approvals, licences, exemptions, filings,
                           registrations, recordings and notarisations required
                           or advisable in connection with the admissibility in
                           evidence of the Security Documents or any of them in
                           Proceedings in England or any other jurisdiction in
                           which Proceedings have been commenced.

                  12.2.18  US COAST GUARD CERTIFICATES The Borrower shall ensure
                           that each US Coast Guard Inspected Vessel has a valid
                           and current certificate of inspection issued by the
                           U.S. Coast Guard, throughout the Facility Period.

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                  12.2.19  FINANCE COMPANY STATUS The Borrower will ensure that
                           throughout the Facility Period the Borrower will
                           comply with the regulations of the Netherlands
                           Ministry of Finance dated 4 February 1993 with
                           respect to finance companies to ensure that the
                           Borrower remains a finance company in accordance with
                           these regulations. The Borrower will also ensure that
                           throughout the Facility Period all notice
                           requirements to the Dutch Central Bank pursuant to
                           the Foreign Financial Relations Act ("Wet Financiele
                           Betrekkingen Buitenland") 1994, are complied with.

         12.3     GUARANTOR'S FINANCIAL COVENANTS

                  12.3.1   Throughout the Facility Period the Guarantor shall:-

                           (a)     maintain a Consolidated Tangible Net Worth of
                                   not less than $250,000,000 PLUS 50% of
                                   consolidated net income (to the extent
                                   positive) for each fiscal year from and after
                                   30 November 1999;

                           (b)     maintain a Consolidated Debt to Consolidated
                                   Tangible Net worth ratio of a maximum of
                                   1.25:1 as calculated at the end of each
                                   fiscal quarter ending 31 August and a maximum
                                   of 1.0:1 as calculated quarterly at the end
                                   of each fiscal quarter ending on the last day
                                   of February, May and November;

                           (c)     on a rolling four fiscal quarter basis,
                                   maintain a D/EBITDA ratio of a maximum of
                                   3.5:1 during the first three (3) years of the
                                   Facility Period, reducing to a maximum of
                                   3.25:1 on the third anniversary of the
                                   Execution Date and a maximum of 3.0:1 on the
                                   fourth anniversary of the Execution Date; and

                           (d)     ensure that any inter-company debt due from
                                   SNSA or any of its Subsidiaries (not
                                   including the SCS Group) to the SCS Group
                                   does not at any one time exceed thirty
                                   million Dollars

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<PAGE>


                                   ($30,000,000) in aggregate or
                                   its equivalent amount in another currency.

                  12.3.2   Immediately on any Inter-Company Indebtedness coming
                           into effect the Guarantor shall duly authorise,
                           execute and deliver to the Agent an Inter-Company
                           Indebtedness Assignment.

                  12.3.3   The Guarantor shall apply at least up to fifty per
                           cent (50%) of the net proceeds of any Guarantor's
                           Capital Markets Issue towards prepayment of the
                           Facility Outstandings where required in accordance
                           with Clause 2.4.3.

13       EARNINGS

         13.1     REMITTANCE OF EARNINGS Immediately upon the occurrence of an
                  Event of Default, the Borrower shall procure that all Earnings
                  are paid to such account(s) as the Agent shall from time to
                  time specify by notice in writing to the Borrower.

14       EVENTS OF DEFAULT

         14.1     THE AGENT'S RIGHTS If any of the events set out in Clause 14.2
                  occurs, and such event remains unremedied for fourteen (14)
                  days after notice thereof has been given by the Agent to the
                  Borrower (except in relation to any of the events described in
                  Clauses 14.2.1, 14.2.2, 14.2.4, 14.2.6 and 14.2.18 where such
                  remedy period shall not apply) the Agent may at its discretion
                  by notice to the Borrower declare the Banks to be under no
                  further obligation to the Borrower under or pursuant to this
                  Agreement and may declare all or any part of the Indebtedness
                  (including such unpaid interest as shall have accrued) to be
                  immediately payable, whereupon the Indebtedness (or the part
                  of the Indebtedness referred to in the Agent's notice) shall
                  immediately become due and payable without any further demand
                  or notice of any kind.

         14.2     EVENTS OF DEFAULT  The events referred to in Clause 14.1 are:-

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<PAGE>


                  14.2.1   PAYMENT DEFAULT if the Borrower defaults in the
                           payment of any part of the Indebtedness when due; or

                  14.2.2   OTHER DEFAULT if any of the Security Parties fails to
                           observe or perform any of the covenants, conditions,
                           undertakings, agreements or obligations on its part
                           contained in any of the Security Documents or shall
                           in any other way be in breach of or do or cause to be
                           done any act repudiating or evidencing an intention
                           to repudiate any of the Security Documents and such
                           default (if in the reasonable opinion of the
                           Instructing Group capable of remedy) is not remedied
                           within fourteen (14) days after notice of the default
                           has been given to the Borrower; or

                  14.2.3   MISREPRESENTATION OR BREACH OF WARRANTY if any
                           representation, warranty or statement made, deemed to
                           be made, or repeated under any of the Security
                           Documents or in any accounts, certificate, notice
                           instrument, written statement or opinion delivered by
                           a Security Party under or in connection with any
                           Security Document is incorrect in any material
                           respect when made, deemed to be made or repeated; or

                  14.2.4   EXECUTION if a distress or execution or other process
                           of a court or authority is levied on any of the
                           property of any of the Security Parties or any of the
                           Principal Subsidiaries before or after final judgment
                           or by order of any competent court or authority for
                           an amount in excess of ten million Dollars
                           ($10,000,000) or, its equivalent in any other
                           currency and is not satisfied or stayed (with a view
                           to being contested in good faith) within fourteen
                           days of levy; or

                  14.2.5   INSOLVENCY EVENTS if any of the Security Parties or
                           any of the Principal Subsidiaries:-

                           (a)     resolves to appoint, or applies for, or
                                   consents to the appointment of, a receiver,
                                   administrative receiver, trustee,
                                   administrator or liquidator of itself or of
                                   all or part of its assets

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<PAGE>


                                   other than for the purposes of a merger or
                                   amalgamation pursuant to Clause 12.1.4; or

                           (b)     is unable or admits its inability to pay its
                                   debts as they fall due; or

                           (c)     makes a general assignment for the benefit of
                                   creditors; or

                           (d)     ceases trading or threatens to cease trading;
                                   or

                           (e)     has appointed an Inspector under the
                                   Companies Act 1985 or any statutory provision
                                   which the Agent in its discretion considers
                                   analogous thereto; or

                  14.2.6   INSOLVENCY PROCEEDINGS if any proceedings are
                           commenced or threatened, or any order or judgment is
                           given by any court, for the bankruptcy, liquidation,
                           winding up, administration or re-organisation of any
                           of the Security Parties or any of the Principal
                           Subsidiaries or for the appointment of a receiver,
                           administrative receiver, administrator, liquidator or
                           trustee of any of the Security Parties or any of the
                           Principal Subsidiaries or of all or part of the
                           assets of any of the Security Parties or any of the
                           Principal Subsidiaries, or if any person appoints or
                           purports to appoint such receiver, administrative
                           receiver, administrator, liquidator or trustee which
                           proceeding is not discharged within thirty (30) days
                           of its commencement; or

                  14.2.7   IMPOSSIBILITY OR ILLEGALITY unless covered by Clause
                           17.7, if any event occurs which would, or would with
                           the passage of time, render performance of any of the
                           Security Documents impossible, unlawful or
                           unenforceable by the Banks or the Agent; or

                  14.2.8   CONDITIONS SUBSEQUENT if any of the conditions set
                           out in Clause 3.2 is not satisfied within the time
                           reasonably required by the Agent with respect to the
                           conditions referred to at Clauses 3.2.1-3.2.5
                           inclusive 

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<PAGE>


                           and within twelve (12) months with respect
                           to the condition referred to at Clause 3.2.6 except
                           where such condition has not been satisfied due to an
                           act or omission on the part of a Finance Party; or

                  14.2.9   REVOCATION OR MODIFICATION OF CONSENTS ETC. if any
                           consent, licence, approval or authorisation which is
                           now or which at any time during the Facility Period
                           becomes necessary to enable any of the Security
                           Parties to comply with any of their obligations in or
                           pursuant to any of the Security Documents is revoked,
                           withdrawn or withheld, or modified in a manner which
                           the Agent reasonably considers is, or may be,
                           prejudicial to the interests of the Banks in a
                           material manner, or any material consent, licence,
                           approval or authorisation ceases to remain in full
                           force and effect; or

                  14.2.10  CURTAILMENT OF BUSINESS if the business of any of the
                           Security Parties is wholly or partially curtailed by
                           any intervention by or under authority of any
                           government, or if all or a substantial part of the
                           undertaking, property or assets of any of the
                           Security Parties is seized, nationalised,
                           expropriated or compulsorily acquired by or under
                           authority of any government or any Security Party
                           disposes or threatens to dispose of a substantial
                           part of its business or assets; or

                  14.2.11  LOSS OF VESSEL if any Vessel, or any such other
                           vessel which may from time to time be mortgaged to
                           the Banks (or to the Agent on their behalf) as
                           security for the repayment of all or any part of the
                           Indebtedness is destroyed, abandoned, confiscated,
                           forfeited, condemned as prize or becomes a Total
                           Loss, except that a Total Loss shall not be an Event
                           of Default if:-

                           (a)     such Vessel or such other vessel (as the case
                                   may be) is insured in accordance with the
                                   Security Documents; and

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                           (b)     no insurer has refused to meet or has
                                   disputed the claim for Total Loss and it is
                                   not apparent to the Agent in its discretion
                                   that any such refusal or dispute is likely to
                                   occur; and

                           (c)     payment of all insurance proceeds in respect
                                   of the Total Loss (as required by Clause
                                   6.6.) is made in full to the Agent on behalf
                                   of the Banks in accordance with Clause 6.6;
                                   or

                  14.2.12  ACCELERATION OF OTHER INDEBTEDNESS if any other
                           indebtedness or obligation for borrowed money of any
                           of the Security Parties or any Principal Subsidiary
                           becomes due or capable of being declared due prior to
                           its stated maturity by reason of default on the part
                           of that Security Party or Principal Subsidiary (as
                           the case may be), or is not repaid or satisfied at
                           maturity save for amounts of less than two million
                           five hundred thousand Dollars ($2,500,000), or its
                           equivalent in any other currency, and claims
                           contested in good faith; or

                  14.2.13  REDUCTION OF CAPITAL if any of the Security Parties
                           except the Guarantor reduces its authorised or issued
                           or subscribed capital except reductions effected in
                           compliance with Clause 12.1.4; or

                  14.2.14  CHALLENGE TO REGISTRATION if the registration of any
                           Vessel or any ROV or any Mortgage or any General
                           Security Assignment becomes void or voidable or
                           liable to cancellation or termination; or

                  14.2.15  WAR if the country of registration of any Vessel or
                           ROV becomes involved in war (whether or not declared)
                           or civil war or is occupied by any other power and
                           the Agent reasonably considers that, as a result, the
                           security conferred by the Security Documents is
                           materially prejudiced; or

                  14.2.16  NOTICE OF TERMINATION if the Guarantor or any
                           Shipowning Guarantor gives notice to the Agent to
                           determine its obligations under the Guarantee or the
                           Shipowner's Guarantee, as appropriate; or

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                  14.2.17  CLAIM AGAINST THE GUARANTOR'S ASSETS except for
                           Permitted Liens, if a maritime or other lien, arrest
                           distress or similar charge is levied upon or against
                           any Vessel or any substantial part of the assets of
                           the Guarantor (on a consolidated basis) and such is
                           not discharged within fourteen (14) Business Days
                           after any Security Party or Principal Subsidiary (as
                           the case may be) has become aware of the same; or

                  14.2.18  GUARANTOR'S BUSINESS if all or a substantial part of
                           the Guarantor's business is destroyed, abandoned,
                           seized, appropriated or forfeited for any reason; or

                  14.2.19  OWNERSHIP if the Borrower ceases to be 100% directly
                           owned by Stolt Comex Seaway A/S and/or indirectly
                           owned by the Guarantor; or

                  14.2.20  FINAL JUDGEMENTS if any of the Security Parties fails
                           to comply with any non appealable court order or
                           fails to pay a final unappealable judgement against
                           it in excess of ten million Dollars ($10,000,000).

15       SET-OFF AND LIEN

         15.1     SET-OFF Each of the Borrower and the Guarantor irrevocably
                  authorises the Finance Parties at any time after all or any
                  part of the Indebtedness shall have become due and payable to
                  set off without notice any liability of the Borrower or the
                  Guarantor (as the case may be) to any of the Finance Parties
                  (whether present or future, actual or contingent, and
                  irrespective of the branch or office, currency or place of
                  payment) against any credit balance from time to time standing
                  on any account of the Borrower or the Guarantor (as the case
                  may be) (whether current or otherwise and whether or not
                  subject to notice) with any branch of any of the Finance
                  Parties in or towards satisfaction of the Indebtedness and, in
                  the name of that Finance Party, the Borrower or the Guarantor
                  (as the case may be), to do all acts (including, without
                  limitation, converting or exchanging any currency) and execute
                  all documents which may be required to effect such
                  application.

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         15.2     LIEN If an Event of Default has occurred and is continuing,
                  each Finance Party shall have a lien on and be entitled to
                  retain and realise as additional security for the repayment of
                  the Indebtedness any cheques, drafts, bills, notes or
                  negotiable or non-negotiable instruments and any stocks,
                  shares or marketable or other securities and property of any
                  kind of the Borrower or the Guarantor (or of that Finance
                  Party as agent or nominee of the Borrower or the Guarantor)
                  from time to time held by that Finance Party, whether for safe
                  custody or otherwise.

         15.3     RESTRICTIONS ON WITHDRAWAL Despite any term to the contrary in
                  relation to any deposit or credit balance at any time on any
                  account of the Borrower or the Guarantor (as the case may be)
                  with any of the Finance Parties, no such deposit or balance
                  shall be repayable or capable of being assigned, mortgaged,
                  charged or otherwise disposed of or dealt with by the Borrower
                  or the Guarantor (as the case may be) after an Event of
                  Default has occurred and while such Event of Default is
                  continuing, but any Finance Party may from time to time permit
                  the withdrawal of all or any part of any such deposit or
                  balance without affecting the continued application of this
                  Clause.

         15.4     APPLICATION Whilst an Event of Default is continuing, each of
                  the Borrower and the Guarantor irrevocably authorises the
                  Agent to apply all sums which the Agent may receive:-

                  15.4.1   pursuant to a sale or other disposition of a Vessel
                           or any right, title or interest in a Vessel; or

                  15.4.2   by way of payment to the Agent of any sum in respect
                           of the Insurances, Earnings or Requisition
                           Compensation of a Vessel or ROV (as the case may be);
                           or

                  15.4.3   otherwise arising under or in connection with any of
                           the Security Documents

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                           in or towards satisfaction, or by way of retention on
                           account, of the Indebtedness, in such manner as the
                           Agent may in its discretion determine.

16       ASSIGNMENT AND SUB-PARTICIPATION

         16.1     RIGHT TO ASSIGN Each of the Banks may assign or transfer all
                  or any of its rights under or pursuant to the Security
                  Documents to any other branch of that Bank or to any other
                  bank or financial institution, and may grant
                  sub-participations in all or any part of its Commitment
                  provided that the Borrower and the Agent consent to such
                  assignment or transfer (such consent not to be unreasonably
                  withheld or delayed) and such assignment or transfer does not
                  result in the Borrower being subject to any additional Tax or
                  other financial or legal obligations other than those
                  contemplated by the terms of this Agreement.

         16.2     BORROWER'S CO-OPERATION Each of the Borrower and the Guarantor
                  will co-operate fully with the Banks in connection with any
                  assignment, transfer or sub-participation pursuant to Clause
                  16.1; will execute and procure the execution of such documents
                  as the Banks may require in connection therewith; and
                  irrevocably authorises each of the Finance Parties to disclose
                  to any proposed assignee, transferee or sub-participant
                  (whether before or after any assignment, transfer or
                  sub-participation and whether or not any assignment, transfer
                  or sub-participation shall take place) all information
                  relating to the Security Parties, the Facility or the Security
                  Documents which the each such Finance Party may in its
                  discretion consider necessary or desirable.

         16.3     RIGHTS OF ASSIGNEE Any assignee, transferee or sub-participant
                  of a Bank shall (unless limited by the express terms of the
                  assignment, transfer or sub-participation) take the full
                  benefit of every provision of the Security Documents
                  benefitting that Bank.

         16.4     TRANSFER CERTIFICATES If any Bank wishes to transfer all or
                  any of its Commitment as contemplated in Clause 16.1 then such
                  transfer may be effected by the delivery to the Agent of a
                  duly completed and duly executed Transfer Certificate in which
                  event, on the later of the Transfer Date specified in such
                  Transfer Certificate and

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                  the fifth Business Day after the date
                  of delivery of such Transfer Certificate to the Agent:

                  16.4.1   to the extent that in such Transfer Certificate the
                           Bank which is a party thereto seeks to transfer its
                           Commitment, the Borrower and such Bank shall be
                           released from further obligations towards each other
                           under this Agreement and their respective rights
                           against each other shall be cancelled (such rights,
                           benefits and obligations being referred to in this
                           Clause 16.4 as "DISCHARGED RIGHTS AND OBLIGATIONS");

                  16.4.2   the Borrower and the Transferee which is a party
                           thereto shall assume obligations towards one another
                           and/or acquire rights against one another which
                           differ from such discharged rights and obligations
                           only insofar as the Borrower and such Transferee have
                           assumed and/or acquired the same in place of the
                           Borrower and such Bank; and

                  16.4.3   the Agent, the Arrangers, the Syndication Agent, the
                           Transferee and the other Banks shall acquire the same
                           rights and benefits and assume the same obligations
                           between themselves as they would have acquired and
                           assumed had such Transferee been an original party to
                           this Agreement as a Bank with the rights, benefits
                           and/or obligations acquired or assumed by it as a
                           result of such transfer.

         16.5     POWER OF ATTORNEY In order to give effect to each Transfer
                  Certificate the Finance Parties and the Borrower each hereby
                  irrevocably and unconditionally appoint the Agent as its true
                  and lawful attorney with full power to execute on their
                  respective behalves each Transfer Certificate delivered to the
                  Agent pursuant to Clause 16.4 without the Agent being under
                  any obligation to take any further instructions from or give
                  any prior notice to, any of the Finance Parties or, subject to
                  the Borrower's rights under Clause 16.1, the Borrower before
                  doing so and the Agent shall so execute each such Transfer
                  Certificate on behalf of the other Finance Parties and the
                  Borrower immediately on its receipt of the same pursuant to
                  Clause 16.4.

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         16.6     NOTIFICATION The Agent shall promptly notify the other Finance
                  Parties, the Transferee and the Borrower on the execution by
                  it of any Transfer Certificate together with details of the
                  amount transferred, the Transfer Date and the parties to such
                  transfer.

17       PAYMENTS, MANDATORY PREPAYMENT, RESERVE REQUIREMENTS AND ILLEGALITY

         17.1     PAYMENTS All amounts payable by the Borrower and the Guarantor
                  under or pursuant to any of the Security Documents shall be
                  paid to such accounts at such banks as the Agent may from time
                  to time direct to the Borrower or the Guarantor (as the case
                  may be), and (unless payable in any other Currency of Account)
                  shall be paid in Dollars in same day funds (or such funds as
                  are required by the authorities in the United States of
                  America for settlement of international payments for immediate
                  value). Payments shall be deemed to have been received by the
                  Agent on the date on which the Agent receives authenticated
                  advice of receipt, unless that advice is received by the Agent
                  on a day other than a Business Day or at a time of day
                  (whether on a Business Day or not) when the Agent in its
                  discretion considers that it is impossible or impracticable
                  for the Agent to utilise the amount received for value that
                  same day, in which event the payment in question shall be
                  deemed to have been received by the Agent on the Business Day
                  next following the date of receipt of advice by the Agent.

         17.2     NO DEDUCTIONS OR WITHHOLDINGS All payments (whether of
                  principal or interest or otherwise) to be made by the Borrower
                  and/or the Guarantor pursuant to the Security Documents shall,
                  subject only to Clause 17.3, be made free and clear of and
                  without deduction for or on account of any Taxes or other
                  deductions, withholdings, restrictions, conditions or
                  counterclaims of any nature, and neither the Borrower nor the
                  Guarantor will claim any equity in respect of any payment due
                  from it to the Banks or to the Agent under or in relation to
                  any of the Security Documents.

         17.3     GROSSING-UP If at any time any law requires (or is interpreted
                  to require) the Borrower or the Guarantor to make any
                  deduction or withholding from any payment, or to change the
                  rate or manner in which any required deduction or

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                  withholding is made, the Borrower or the Guarantor (as the
                  case may be) will promptly notify the Agent and,
                  simultaneously with making that payment, will pay to the Agent
                  whatever additional amount (after taking into account any
                  additional Taxes on, or deductions or withholdings from, or
                  restrictions or conditions on, that additional amount) is
                  necessary to ensure that, after making the deduction or
                  withholding, the Agent and the Banks receive a net sum equal
                  to the sum which they would have received had no deduction or
                  withholding been made.

         17.4     EVIDENCE OF DEDUCTIONS If at any time either the Borrower or
                  the Guarantor is required by law to make any deduction or
                  withholding from any payment to be made by it pursuant to any
                  of the Security Documents, the Borrower or the Guarantor (as
                  the case may be) will pay the amount required to be deducted
                  or withheld to the relevant authority within the time allowed
                  under the applicable law and will, no later than thirty days
                  after making that payment, deliver to the Agent an original
                  receipt issued by the relevant authority, or other evidence
                  acceptable to the Agent, evidencing the payment to that
                  authority of all amounts required to be deducted or withheld.
                  If the Borrower makes any deduction or withholding from any
                  payment under or pursuant to any of the Security Documents,
                  and the Agent subsequently receives a refund or allowance from
                  any tax authority which the Agent identifies as being
                  referable to that deduction or withholding, the Agent shall,
                  as soon as reasonably practicable, pay to the Borrower an
                  amount equal to the amount of the refund or allowance
                  received, if and to the extent that it may do so without
                  prejudicing its right to retain that refund or allowance and
                  without putting itself in any worse financial position than
                  that in which it would have been had the deduction or
                  withholding not been required to have been made. Nothing in
                  this Clause shall be interpreted as imposing any obligation on
                  the Agent unless requested by the Borrower to apply for any
                  refund or allowance nor as restricting in any way the manner
                  in which the Agent organises its tax affairs, nor as imposing
                  on the Agent any obligation to disclose to the Borrower any
                  information regarding its tax affairs or tax computations. All
                  costs and expenses incurred by the Agent in obtaining or
                  seeking to obtain a refund or allowance from any tax authority
                  pursuant to this Clause shall for the Borrower's account.

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         17.5     ADJUSTMENT OF DUE DATES If any payment to be made under any of
                  the Security Documents, other than a payment of interest on
                  the Facility, shall be due on a day which is not a Business
                  Day, that payment shall be made on the next succeeding
                  Business Day (unless the next succeeding Business Day falls in
                  the next calendar month in which event the payment shall be
                  made on the next preceding Business Day). Any such variation
                  of time shall be taken into account in computing any interest
                  in respect of that payment.

         17.6     CHANGE IN LAW If, by reason of the introduction of any law, or
                  any change in any law, or the interpretation or administration
                  of any law, or in compliance with any request or requirement
                  from any central bank or any fiscal, monetary or other
                  authority:-

                  17.6.1   any Finance Party (or the holding company of any
                           Finance Party) shall be subject to any Tax with
                           respect to payments of all or any part of the
                           Indebtedness; or

                  17.6.2   the basis of Taxation of payments to any Finance
                           Party in respect of all or any part of the
                           Indebtedness shall be changed; or

                  17.6.3   any reserve requirements shall be imposed, modified
                           or deemed applicable against assets held by or
                           deposits in or for the account of or loans by any
                           branch of any Finance Party; or

                  17.6.4   any ratio (whether cash, capital adequacy, liquidity
                           or otherwise) which any Finance Party is required or
                           requested to maintain shall be affected; or

                  17.6.5   there is imposed on any Finance Party (or on the
                           holding company of any Finance Party) any other
                           condition in relation to the Indebtedness or the
                           Security Documents;

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                  and the result of any of the above shall be to increase the
                  cost to any Bank (or to the holding company of any Bank) of
                  that Bank making or maintaining its Commitment, or to cause
                  any Finance Party to suffer (in its opinion) a material
                  reduction in the rate of return on its overall capital below
                  the level which it reasonably anticipated at the date of this
                  Agreement and which it would have been able to achieve but for
                  its entering into this Agreement and/or performing its
                  obligations under this Agreement the Finance Party affected
                  shall notify the Agent and, on demand to the Borrower by the
                  Agent, the Borrower shall from time to time pay to the Agent
                  for the account of the Finance Party affected the amount which
                  shall compensate that Finance Party or the Agent (or the
                  relevant holding company) for such additional cost or reduced
                  return. A certificate signed by an authorised signatory of the
                  Agent or of the Finance Party affected setting out the amount
                  of that payment and the basis of its calculation shall be
                  submitted to the Borrower and shall be conclusive evidence of
                  such amount save for manifest error or on any question of law.

         17.7     ILLEGALITY AND IMPRACTICALITY Notwithstanding anything
                  contained in the Security Documents, the obligations of a Bank
                  to advance or maintain the Facility shall terminate in the
                  event that a change in any law or in the interpretation of any
                  law by any authority charged with its administration shall
                  make it unlawful for that Bank to advance or maintain its
                  Commitment. In such event the Bank affected shall notify the
                  Agent and the Agent shall, by written notice to the Borrower,
                  declare the Banks' obligations to be immediately terminated.
                  If all or any part of the Facility shall have been advanced by
                  the Banks to the Borrower, the Indebtedness (including all
                  accrued interest) shall be prepaid within thirty days from the
                  date of such notice. Clause 6.3 shall apply to that prepayment
                  if it is made on a day other than the last day of an Interest
                  Period. During that period, the affected Bank shall negotiate
                  in good faith with the Borrower to find an alternative method
                  or lending base in order to maintain the Facility.

         17.8     CHANGES IN MARKET CIRCUMSTANCES If at any time a Bank
                  determines (which determination shall be final and conclusive
                  and binding on the Borrower) that, by reason of changes
                  affecting the London Interbank market, adequate and fair

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                  means do not exist for ascertaining the rate of interest on
                  the Facility or any part thereof pursuant to this Agreement:-

                  17.8.1   that Bank shall give notice to the Agent and the
                           Agent shall give notice to the Borrower of the
                           occurrence of such event; and

                  17.8.2   the Agent shall as soon as reasonably practicable
                           certify to the Borrower in writing the effective cost
                           to that Bank of maintaining its Commitment for such
                           further period as shall be selected by that Bank and
                           the rate of interest payable by the Borrower for that
                           period; or, if that is not acceptable to the
                           Borrower,

                  17.8.3   the Agent in accordance with instructions from that
                           Bank and subject to that Bank's approval of any
                           agreement between the Agent and the Borrower, will
                           negotiate with the Borrower in good faith with a view
                           to modifying this Agreement to provide a substitute
                           basis for that Bank's Commitment which is financially
                           a substantial equivalent to the basis provided for in
                           this Agreement.

                  If, within thirty days of the giving of the notice referred to
                  in Clause 17.8.1, the Borrower and the Agent fail to agree in
                  writing on a substitute basis for such Bank's Commitment the
                  Borrower will immediately prepay in the relevant Permitted
                  Currency or Currencies the amount of such Bank's Commitment
                  and the Maximum Facility Amount will automatically decrease by
                  the amount of such Commitment and such decrease shall not be
                  reversed. Clause 6.3 shall apply to that prepayment if it is
                  made on a day other than the last day of an Interest Period.

         17.9     NON-AVAILABILITY OF CURRENCY Subject to the procedure set
                  forth in Clause 5.3, if a Bank is for any reason unable to
                  obtain Dollars or any other Permitted Currency in the London
                  Interbank market and is, as a result, or as a result of any
                  other contingency affecting the London Interbank market,
                  unable to advance or maintain its Commitment in Dollars or in
                  any other Permitted Currency, that Bank shall give notice to
                  the Agent and the Agent shall give notice to the

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                  Borrower and that Bank's obligations to make the Facility
                  available shall immediately cease. In that event, if all or
                  any part of the Facility shall have been advanced by that Bank
                  to the Borrower, the Agent in accordance with instructions
                  from that Bank and subject to that Bank's approval of any
                  agreement between the Agent and the Borrower, will negotiate
                  with the Borrower in good faith with a view to establishing a
                  mutually acceptable basis for funding the Facility or relevant
                  part thereof from an alternative source and/or in an
                  alternative Permitted Currency. If the Agent and the Borrower
                  have failed to agree in writing on a basis for funding the
                  Facility or relevant part thereof from an alternative source
                  and/or in an alternative Permitted Currency by 11.00 a.m. on
                  the second Business Day prior to the end of the then current
                  relevant Interest Period, the Borrower will (without prejudice
                  to its other obligations under or pursuant to this Agreement,
                  including, without limitation, its obligation to pay interest
                  on the Facility, arising on the expiry of the then relevant
                  Interest Period) prepay the Indebtedness to the Agent on
                  behalf of that Bank on the expiry of the then current relevant
                  Interest Period.

18       COMMUNICATIONS

         18.1     METHOD Except for Communications pursuant to Clause 11, which
                  shall be made or given in accordance with Clause 11.20, any
                  Communication may be given, delivered, made or served (as the
                  case may be) under or in relation to this Agreement by letter
                  or fax and shall be in the English language and sent
                  addressed:-

                  18.1.1   in the case of any of the Finance Parties to the
                           Agent at its address at the head of this Agreement
                           (fax no: +(212) 681-3900) marked for the attention
                           of: Shipping Department; and

                  18.1.2   in the case of the Borrower and/or the Guarantor to
                           the Communications Address;

                  or to such other address or fax number as the Finance Parties,
                  the Borrower or the Guarantor may designate for themselves by
                  written notice to the others.

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         18.2     TIMING A Communication shall be deemed to have been duly
                  given, delivered, made or served to or on, and received by a
                  party to this Agreement:-

                  18.2.1   in the case of a fax when the sender receives one or
                           more transmission reports showing the whole of the
                           Communication to have been transmitted to the correct
                           fax number;

                  18.2.2   if delivered to an officer of the relevant party or
                           (in the case of the Borrower and/or the Guarantor)
                           left at the Communications Address at the time of
                           delivery or leaving; or

                  18.2.3   if posted, at 9.00 a.m. on the third Business Day
                           after posting by prepaid first class post.

                  Any Communication by fax shall be promptly confirmed in
                  writing by post or hand delivery.

19       GENERAL INDEMNITIES

         19.1     CURRENCY In the event of any Finance Party receiving or
                  recovering any amount payable under any of the Security
                  Documents in a currency other than the Currency of Account,
                  and if the amount received or recovered is insufficient when
                  converted into the Currency of Account at the date of receipt
                  to satisfy in full the amount due, the Borrower and/or the
                  Guarantor (as the case may be) shall, on the Agent's written
                  demand, pay to the Agent such further amount in the Currency
                  of Account as is sufficient to satisfy in full the amount due
                  and that further amount shall be due to the Agent on behalf of
                  the Finance Parties as a separate debt under this Agreement.

         19.2     COSTS AND EXPENSES Each of the Borrower and the Guarantor
                  will, within fourteen days of the Agent's written demand,
                  reimburse the Agent (on behalf of each of the Finance Parties)
                  for all reasonable out of pocket expenses including internal
                  and external legal costs (including Value Added Tax or any
                  similar or replacement tax if applicable) of and incidental
                  to:-

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                  19.2.1   the negotiation, syndication, preparation, execution
                           and registration of the Security Documents (whether
                           or not any of the Security Documents are actually
                           executed or registered and whether or not all or any
                           part of the Facility is advanced);

                  19.2.2   any amendments, addenda or supplements to any of the
                           Security Documents (whether or not completed);

                  19.2.3   any other documents which may at any time be required
                           by any Finance Party to give effect to any of the
                           Security Documents or which any Finance Party is
                           entitled to call for or obtain pursuant to any of the
                           Security Documents (including, without limitation,
                           all premiums and other sums from time to time payable
                           by the Agent in relation to the Mortgagees'
                           Insurances); and

                  19.2.4   the exercise of the rights, powers, discretions and
                           remedies of the Finance Parties under or pursuant to
                           the Security Documents.

         19.3     EVENTS OF DEFAULT Each of the Borrower and the Guarantor shall
                  indemnify the Finance Parties from time to time on demand
                  against all losses and costs incurred or sustained by any
                  Finance Party as a consequence of any Event of Default,
                  including (without limitation) any Break Costs.

         19.4     FUNDING COSTS Each of the Borrower and the Guarantor shall
                  indemnify the Finance Parties from time to time on demand
                  against all losses and costs incurred or sustained by any
                  Finance Party if, for any reason due to a default or other
                  action by the Borrower, any Drawing is not advanced to the
                  Borrower after the relevant Drawdown Notice has been given to
                  the Agent, or is advanced on a date other than that requested
                  in the Drawdown Notice, including (without limitation) any
                  Break Costs.

         19.5     PROTECTION AND ENFORCEMENT Each of the Borrower and the
                  Guarantor shall indemnify the Finance Parties from time to
                  time on demand against all losses,

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<PAGE>
                  costs and liabilities which any Finance Party may from time to
                  time sustain, incur or become liable for in or about the
                  protection, maintenance or enforcement of the rights conferred
                  on the Finance Parties by the Security Documents or in or
                  about the exercise or purported exercise by the Finance
                  Parties of any of the rights, powers, discretions or remedies
                  vested in them under or arising out of the Security Documents,
                  including (without limitation) any losses, costs and
                  liabilities which any Finance Party may from time to time
                  sustain, incur or become liable for by reason of any Finance
                  Party being mortgagees of any Vessel and/or a lender to the
                  Borrower, or by reason of any Finance Party being deemed by
                  any court or authority to be an operator or controller, or in
                  any way concerned in the operation or control, of any Vessel.

         19.6     LIABILITIES OF FINANCE PARTIES Each of the Borrower and the
                  Guarantor will from time to time reimburse the Finance Parties
                  on demand for all sums which any Finance Party may pay on
                  account of any of the Security Parties or in connection with
                  any Vessel (whether alone or jointly or jointly and severally
                  with any other person) including (without limitation) all sums
                  which any Finance Party may pay or guarantees which any
                  Finance Party may give in respect of the Insurances, any
                  expenses incurred by any Finance Party in connection with the
                  maintenance or repair of any Vessel or in discharging any
                  lien, bond or other claim relating in any way to any Vessel,
                  and any sums which any Finance Party may pay or guarantees
                  which they may give to procure the release of any Vessel from
                  arrest or detention.

         19.7     TAXES Each of the Borrower and the Guarantor shall pay all
                  Taxes to which all or any part of the Indebtedness or any of
                  the Security Documents may be at any time subject and shall
                  indemnify the Finance Parties on demand against all
                  liabilities, costs, claims and expenses resulting from any
                  omission to pay or delay in paying any such Taxes.

20       MISCELLANEOUS

         20.1     WAIVERS No failure or delay on the part of the any Finance
                  Party in exercising any right, power, discretion or remedy
                  under or pursuant to any of the Security Documents, nor any
                  actual or alleged course of dealing between any Finance

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                  Party and any of the Security Parties, shall operate as a
                  waiver of, or acquiescence in, any default on the part of any
                  Security Party, unless expressly agreed to do so in writing by
                  the Agent, nor shall any single or partial exercise by any
                  Finance Party of any right, power, discretion or remedy
                  preclude any other or further exercise of that right, power,
                  discretion or remedy, or the exercise by a Finance Party of
                  any other right, power, discretion or remedy.

         20.2     NO ORAL VARIATIONS No variation or amendment of any of the
                  Security Documents shall be valid unless in writing and signed
                  on behalf of the Finance Parties and the relevant Security
                  Party.

         20.3     SEVERABILITY If at any time any provision of any of the
                  Security Documents is invalid, illegal or unenforceable in any
                  respect that provision shall be severed from the remainder and
                  the validity, legality and enforceability of the remaining
                  provisions shall not be affected or impaired in any way.

         20.4     SUCCESSORS ETC. The Security Documents shall be binding on the
                  Security Parties and on their successors and permitted
                  transferees and assignees, and shall inure to the benefit of
                  the Finance Parties and their respective successors,
                  transferees and assignees. Neither the Borrower nor the
                  Guarantor may assign or transfer any of its rights under or
                  pursuant to any of the Security Documents without the prior
                  written consent of the Agent.

         20.5     FURTHER ASSURANCE If any provision of the Security Documents
                  shall be invalid or unenforceable in whole or in part by
                  reason of any present or future law or any decision of any
                  court, or if the documents at any time held by the Finance
                  Parties on their behalf are considered by the Banks for any
                  reason insufficient to carry out the terms of this Agreement,
                  then from time to time the Borrower and/or the Guarantor (as
                  the case may be) will promptly, on demand by the Agent,
                  execute or procure the execution of such further documents as
                  in the reasonable opinion of the Banks are necessary to
                  provide adequate security for the repayment of the
                  Indebtedness.

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         20.6     OTHER ARRANGEMENTS The Finance Parties may, without prejudice
                  to their rights under or pursuant to the Security Documents,
                  at any time and from time to time, on such terms and
                  conditions as they may in their discretion determine, and
                  without notice to either the Borrower or the Guarantor, grant
                  time or other indulgence to, or compound with, any other
                  person liable (actually or contingently) to the Finance
                  Parties or any of them in respect of all or any part of the
                  Indebtedness, and may release or renew negotiable instruments
                  and take and release securities and hold funds on realisation
                  or suspense account without affecting the liabilities of the
                  Borrower and/or the Guarantor (as the case may be) or the
                  rights of the Finance Parties under or pursuant to the
                  Security Documents.

         20.7     ADVISERS The Borrowers and the Guarantor irrevocably authorise
                  the Agent, at any time and from time to time during the
                  Facility Period, to consult insurance advisers on any matters
                  relating to the Insurances, including, without limitation, the
                  collection of insurance claims, and from time to time to
                  consult or retain advisers or consultants to monitor or advise
                  on any other claims relating to the Vessels and/or ROVs. The
                  Borrower and the Guarantor will provide such advisers and
                  consultants with all information and documents which they may
                  from time to time reasonably require and will reimburse the
                  Agent on demand for all reasonable costs and expenses incurred
                  by the Agent in connection with the consultation or retention
                  of such advisers or consultants.

         20.8     DELEGATION The Finance Parties may at any time and from time
                  to time delegate to any person any of their rights, powers,
                  discretions and remedies pursuant to the Security Documents,
                  other than rights relating to actions to be taken by an
                  Instructing Group or the Banks as a group on such terms as
                  they may consider appropriate (including the power to
                  sub-delegate).

         20.9     RIGHTS ETC. CUMULATIVE Every right, power, discretion and
                  remedy conferred on the Finance Parties under or pursuant to
                  the Security Documents shall be cumulative and in addition to
                  every other right, power, discretion or remedy to which they
                  may at any time be entitled by law or in equity. The Finance
                  Parties may exercise each of their rights, powers, discretions
                  and remedies as often and

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                  in such order as they deem appropriate subject to obtaining
                  the prior written consent of an Instructing Group. The
                  exercise or the beginning of the exercise of any right, power,
                  discretion or remedy shall not be interpreted as a waiver of
                  the right to exercise any other right, power, discretion or
                  remedy either simultaneously or subsequently.

         20.10    NO ENQUIRY The Finance Parties shall not be concerned to
                  enquire into the powers of the Security Parties or of any
                  person purporting to act on behalf of any of the Security
                  Parties, even if any of the Security Parties or any such
                  person shall have acted in excess of their powers or if their
                  actions shall have been irregular, defective or informal,
                  whether or not any Finance Parties had notice thereof.

         20.11    CONTINUING SECURITY The security constituted by the Security
                  Documents shall be continuing and shall not be satisfied by
                  any intermediate payment or satisfaction until the
                  Indebtedness shall have been repaid in full and none of the
                  Finance Parties shall be under any further actual or
                  contingent liability to any third party in relation to the
                  Vessels and/or the ROVs, the Insurances, Earnings or
                  Requisition Compensation or any other matter referred to in
                  the Security Documents.

         20.12    SECURITY CUMULATIVE The security constituted by the Security
                  Documents shall be in addition to any other security now or in
                  the future held by the Finance Parties or any of them for or
                  in respect of all or any part of the Indebtedness, and shall
                  not merge with or prejudice or be prejudiced by any such
                  security or any other contractual or legal rights of any of
                  the Finance Parties, nor affected by any irregularity, defect
                  or informality, or by any release, exchange or variation of
                  any such security. Section 93 of the Law of Property Act 1925
                  and all provisions which the Agent considers analogous thereto
                  under the law of any other relevant jurisdiction shall not
                  apply to the security constituted by the Security Documents.

         20.13    RE-INSTATEMENT If any Finance Party takes any steps to
                  exercise any of its rights, powers, remedies or discretions
                  pursuant to the Security Documents and

                                       87

<PAGE>


                  the result shall be adverse to the Finance Parties, the
                  Borrower, the Guarantor and the Finance Parties shall be
                  restored to their former positions as if no such steps had
                  been taken.

         20.14    NO LIABILITY None of the Finance Parties, nor any agent or
                  employee of any Finance Party, nor any receiver and/or manager
                  appointed by the Agent, shall be liable for any losses which
                  may be incurred in or about the exercise of any of the rights,
                  powers, discretions or remedies of the Finance Parties under
                  or pursuant to the Security Documents nor liable as mortgagee
                  in possession for any loss on realisation or for any neglect
                  or default of any nature for which a mortgagee in possession
                  might otherwise be liable unless such Finance Party's action
                  constitutes gross negligence or wilful misconduct.

         20.15    RESCISSION OF PAYMENTS ETC. Any discharge, release or
                  reassignment by any of the Finance Parties of any of the
                  security constituted by, or any of the obligations of any
                  Security Party contained in, any of the Security Documents
                  shall be (and be deemed always to have been) void if any act
                  (including, without limitation, any payment) as a result of
                  which such discharge, release or reassignment was given or
                  made is subsequently wholly or partially rescinded or avoided
                  by operation of any law, unless such Finance Party's action
                  constitutes gross negligence or wilful misconduct.

         20.16    SUBSEQUENT ENCUMBRANCES If the Agent receives notice of any
                  subsequent Encumbrance affecting any Vessel, any ROV or all or
                  any part of the Insurances, Earnings or Requisition
                  Compensation or the Earnings Account, the Agent may open a new
                  account in its books for the Borrower. If the Agent does not
                  open a new account, then (unless the Agent gives written
                  notice to the contrary to the Borrower) as from the time of
                  receipt by the Agent of notice of such subsequent Encumbrance,
                  all payments made to the Agent shall be treated as having been
                  credited to a new account of the Borrower and not as having
                  been applied in reduction of the Indebtedness.

         20.17    RELEASES If any Finance Party shall at any time in its
                  discretion release any party from all or any part of any of
                  the Security Documents or from any term,

                                       88

<PAGE>


                  covenant, clause, condition or obligation contained in any of
                  the Security Documents, the liability of any other party to
                  the Security Documents shall not be varied or diminished.

         20.18    CERTIFICATES Any certificate or statement signed by an
                  authorised signatory of the Agent purporting to show the
                  amount of the Indebtedness (or any part of the Indebtedness)
                  or any other amount referred to in any of the Security
                  Documents shall, save for manifest error or on any question of
                  law, be conclusive evidence as against the Borrower or the
                  Guarantor (as the case may be) of that amount.

         20.19    SURVIVAL OF REPRESENTATIONS AND WARRANTIES The representations
                  and warranties on the part of each of the Borrower and the
                  Guarantor contained in this Agreement shall survive the
                  execution of this Agreement and the advance of the facility or
                  any part thereof.

         20.20    COUNTERPARTS This Agreement may be executed in any number of
                  counterparts each of which shall be original but which shall
                  together constitute the same

21       LAW AND JURISDICTION

         21.1     GOVERNING LAW This Agreement shall in all respects be governed
                  by and interpreted in accordance with English law.

         21.2     JURISDICTION For the exclusive benefit of the Finance Parties,
                  the parties to this Agreement irrevocably agree that the
                  courts of England are to have jurisdiction to settle any
                  disputes which may arise out of or in connection with this
                  Agreement and that any Proceedings may be brought in those
                  courts. Each of the Borrower and the Guarantor irrevocably
                  waives any objection which it may now or in the future have to
                  the laying of the venue of any Proceedings in any court
                  referred to in this Clause, and any claim that those
                  Proceedings have been brought in an inconvenient or
                  inappropriate forum.

         21.3     ALTERNATIVE JURISDICTIONS Nothing contained in this Clause
                  shall limit the right of the Finance Parties to commence any
                  Proceedings against either the Borrower or the Guarantor in
                  any other court of competent jurisdiction nor shall the

                                       89

<PAGE>


                  commencement of any Proceedings against either the Borrower or
                  the Guarantor in one or more jurisdictions preclude the
                  commencement of any Proceedings in any other jurisdiction,
                  whether concurrently or not.

         21.4     SERVICE OF PROCESS Without prejudice to the right of the
                  Finance Parties to use any other method of service permitted
                  by law, each of the Borrower and the Guarantor irrevocably
                  agrees that any writ, notice, judgment or other legal process
                  shall be sufficiently served on it if addressed to it and left
                  at or sent by post to the Address for Service, and in that
                  event shall be conclusively deemed to have been served at the
                  time of leaving or, if posted, at 9.00 a.m. on the third
                  Business Day after posting by prepaid first class registered
                  post.

IN WITNESS of which the parties to this Agreement have executed this Agreement
the day and year first before written.

                                       90

<PAGE>


                                   SCHEDULE 1

             THE BANKS, THE COMMITMENTS AND THE PROPORTIONATE SHARES
<TABLE>
<CAPTION>

THE BANKS                              THE COMMITMENTS  THE PROPORTIONATE SHARES
<S>                                    <C>              <C> 
Den norske Bank ASA                    $20,000,000      13.3%
200 Park Avenue
New York
New York 10166-0396
Fax no: +(212) 681-3900
Attention: Barbara Gronquist


Bank of America National Trust         $20,000,000      13.3%
And Savings Association
1850 Gateway Boulevard, 3rd floor
Concord, CA 94520
Fax no: +(925) 675-7531
Attention: Suzanne Sameron
(and for Communication purposes
copy to:-
3 Allen Center
333 Clay Street
Suite 4550
Houston
Texas, 77002
USA
Fax no: +(713) 651-4807
Attention: Claire Liu)


Midland Bank Plc                       $20,000,000      13.3%
27-32 Poultry
London EC2P 2BX
Fax no: +(44) 171-260-4381
Attention:  Mr Mark Heptinstall


ASLK - CGER Bank nv/sa                 $15,000,000      10%
Frankrijkle 81-83
2000 Antwerp
Belgium
Fax no: +(32) 3 231 3895
Attention:  Mr Jose Crombez

</TABLE>

                                       91

<PAGE>


<TABLE>

<S>                                    <C>              <C> 
The Chase Manhattan Bank               $15,000,000      10%
125 London Wall
London, England
Fax No: +(44) 171-777-1598
Attention: Elizabeth J Nelson


CIBC, Inc                              $15,000,000      10%
2 Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, Georgia
USA 30339
Fax: +(770) 319-4950
Attention: Kathryn McGovern
(and for Communication purposes
copy to:- CIBC, Inc.
1600 Smith Street
Suite 3100
Houston, TX 77002
Fax: +(713) 650 7670
Attention:  Mark Wolf)


Citibank N.A., London Branch           $15,000,000      0%
336 Strand,
London WC3R 1HB
(and for Communication purposes
Citibank N.A.
2 Penns Way
Suite 200, New Castle
Delaware 19720, USA
Fax: +(302) 894 6144/6139
Attention: William Gross)


The First National Bank                $15,000,000      10%
of Chicago
One First National Plaza
Mail Suite IL I-0362
Chicago, IL 60670
Fax: +(312) 732 3055
Attention: Kenneth J Fatur


ING (U.S.) Capital LLC                 $15,000,000      10%
55 East 52nd Street
New York, NY 10055
Fax: +(212) 309 8900
Attention: William Redmond

</TABLE>

                                       92

<PAGE>


                                   SCHEDULE 2

                                 LEAD ARRANGERS


1        Den norske Bank ASA
         200 Park Avenue
         New York
         New York 10166-0396
         Fax no: +(212) 681-3900
         Attention: Barbara Gronquist


2        NationsBanc Montgomery Securities LLC
         901 Main Street
         66th floor
         Dallas
         Texas 75206
         USA
         Fax no: (214) 508-2881
         Attention: Stephanie Pendleton


3        Midland Bank Plc
         27-32 Poultry
         London EC2P 2BX
         Fax no: +(44) 171-260-4381
         Attention:  Mr Mark Heptinstall

                                       93

<PAGE>


                                   SCHEDULE 3
                    THE SHIPOWNING GUARANTORS AND THE VESSELS
<TABLE>
<CAPTION>

NAME OF                  COUNTRY OF             REGISTERED             PRINCIPAL PLACE             NAME OF               FLAG OF
SHIPOWNING GUARANTOR     INCORPORATION          OFFICE                 OF BUSINESS                 VESSEL                VESSEL
<S>                      <C>                    <C>                    <C>                         <C>                   <C>
American Marine          Delaware, USA          1313 North Market      (a) 900 Town & Country
Construction, Inc.                              Street, Wilmington         Lane, Suite 400         No vessels
                                                Delaware 19801             Houston, Texas
                                                USA                        77024, USA

                                                                       (b) 1902 Diver Drive
                                                                           New Iberia
                                                                           Louisiana
                                                                           70560, USA

Big Inch Marine          Delaware, USA          1209 Orange Street         Northwoods Industrial
Systems Inc                                     Wilmington                 Park West, 12235        No vessels
                                                Delaware 19801             FM 529, Houston
                                                USA                        Texas 77041 -
                                                                           2806, USA

S&H Diving LLC           Louisiana, USA         804 St. John Street    (a) 900 Town & Country      American Defender     Panama
                                                Lafayette                  Lane, Suite 400
                                                Lousiana 70501             Houston, Texas
                                                USA                        77024, USA

                                                                       (b) 1902 Diver Drive
                                                                           New Iberia
                                                                           Louisiana
                                                                           70560, USA
</TABLE>

                                     94

<PAGE>

<TABLE>

<S>                      <C>                    <C>                    <C>                         <C>                   <C>
                                                                       (c) 137 A.J. Estay Road
                                                                           Golden Meadows
                                                                           Louisiana 70357
                                                                           USA

S&H Diving LLC                                                                                     American Victory      USA
S&H Diving LLC                                                                                     American Pioneer      Panama
S&H Diving LLC                                                                                     American Recovery     USA
S&H Diving LLC                                                                                     American Star         USA
S&H Diving LLC
S&H Diving LLC                                                                                     American Triumph      USA
S&H Diving LLC                                                                                     American Independence USA
S&H Diving LLC                                                                                     American Pride        USA
S&H Diving LLC                                                                                     American Constitution Panama
S&H Diving LLC                                                                                     American Eagle        Honduras
S&H Diving LLC                                                                                     Seaway Legend         USA


SCS Holdings Limited     England/Wales          Aldwych House              Bucksburn House         No vessels
                                                71-91 Aldwych              Howes Road
                                                London WC2B 4HN            Bucksburn
                                                                           Aberdeen AB21 9RQ
                                                                           Scotland

SCS Holdings NV          The Netherlands,       De Ruyterkade 62                                   No vessels
                         Antilles               Curacao
                                                The Netherlands,
                                                Antilles
</TABLE>

                                                            95

<PAGE>

<TABLE>
<CAPTION>

<S>                     <C>                   <C>                    <C>                          <C>                  <C>
SCS Shipping Corporatio Liberia               80 Broad Street            (in so far as it may      1 Work Class ROV
                                              Monrovia                   have a principal place
                                              Liberia                    of business in the USA
                                                                         this would be
                                                                         900 Town & Country Lane
                                                                         Suite 400, Houston
                                                                         Texas 77024 USA)

SCS Shipping Limited    Isle of Man           31/37 North Quay           Bucksburn House           3 Work Class ROVs
                                              Douglas                    Howes Road
                                              Isle of Man                Bucksburn
                                              IM1 4LB                    Aberdeen AB21 9RQ
                                                                         Scotland

Stolt Comex Seaway A/S  Norway                Stoltenberggt 1                                      Seaway Falcon        Isle of Man
                                              5527 Haugesund
                                              Norway

Stolt Comex Seaway B.V. The Netherlands       Abel Tasmanstraat                                    No vessels
                                              81, 3165
                                              Albrandswaard AM
                                              Rotterdam
                                              The Netherlands



Stolt Comex Seaway Inc  Louisiana, USA        804 St John Street         900 Town & Country        12 Work Class ROVs
                                              Lafayette 70501            Lane, Suite 400           (and 1 Work Class
                                              Louisiana, USA             Houston, Texas            ROV to be delivered)
                                                                         77024, USA

                                                                     (b) 1902 Diver Drive
                                                                         New Iberia
</TABLE>

                                                                 96

<PAGE>

<TABLE>

<S>                      <C>                    <C>                    <C>                         <C>                   <C>
                                                                           Louisiana
                                                                           70560, USA

                                                                       (c) 137 A.J. Estay Road
                                                                           Golden Meadows
                                                                           Louisiana 70357
                                                                           USA

                                                                           1340 Polydras Street
                                                                           Suite 1850
                                                                           New Orleans
                                                                           Louisiana  70112

Stolt Comex Seaway       Delaware, USA          100 West Tenth Street      900 Town & Country      No vessels
Holdings Inc                                    Wilmington                 Lane, Suite 400         
                                                Delaware, USA              Houston, Texas
                                                                           77024, USA

Stolt Comex Seaway       Scotland               Bucksburn House                                    25 Work Class ROVs
Limited                                         Howes Road
                                                Bucksburn
                                                Aberdeen AB21 9RQ

Stolt Comex Seaway       Delaware, USA          1313 North Market      (a) 900 Town & Country      American Patriot
West Coast Inc.                                 Street, Wilmington         Lane, Suite 400         
                                                Delaware 19801             Houston, Texas
                                                USA                        77024, USA

                                                                       (b) 741 East Arcturus
                                                                           Avenue, Oxnard
                                                                           California 93033
                                                                           USA
</TABLE>

                                                                 97
<PAGE>


<TABLE>

<S>                      <C>                    <C>                    <C>                         <C>                   <C>
Stoltenberg A/S          Norway                 Stoltenberggt 1                                    No vessels
                                                5527 Haugesund
                                                Norway

</TABLE>


                                                                 98

<PAGE>

                                  SCHEDULE 4

                    STOLT COMEX SEAWAY S.A. AND SUBSIDIARIES

                            Certificate of Compliance
                       as of and for the period ended [ ]
                            figures in USD thousands
<TABLE>

<S>             <C>                                                                     <C>                 <C>
12.2.2.         ADDITIONAL SECURITY
                Valuation (of the Vessels)
                Original Dollar Amount
                --------------------------------------------------------
                COLLATERAL COVERAGE RATIO
                Covenant                                        120%
                --------------------------------------------------------

12.3.1.  (a)    CONSOLIDATED TANGIBLE NET WORTH
                Capital stock
                Paid-in surplus
                Retained earnings
                Less: Treasury stock
                Less: Intangible assets
                                                                                  -------------

                Consolidated Tangible Net Worth                                               -

                At closing                                                              250,000
                50% of consolidated net income FY1999 (if>0)
                50% of consolidated net income FY2000 (if>0)
                50% of consolidated net income FY2001 (if>0)
                50% of consolidated net income FY2002 (if>0)
                50% of consolidated net income FY2003 (if>0)
                Minimum Consolidated Tangible Net Worth                                 250,000
                -------------------------------------------------------------------------------
                CONSOLIDATED TANGIBLE NET WORTH                                             -
                Minimum Consolidated Tangible Net Worth                               250,000
                -------------------------------------------------------------------------------
12.3.1.  (b)    CONSOLIDATED DEBT TO CONSOLIDATED TANGIBLE NET WORTH

                Notes payable
                Current maturity of long-term debt & capital leases
                Long-term debt
                Long-term capital lease obligations
                Guarantees of non-consolidated entity debt and capital lease
                Subordinated debt
                Less:  restricted cash
                                                                                  -------------
                -------------------------------------------------------------------------------
                CONSOLIDATED DEBT                                                             -
                CONSOLIDATED TANGIBLE NET WORTH                                               -
                CONSOLIDATED DEBT TO CONSOLIDATED TANGIBLE NET WORTH
                -------------------------------------------------------------------------------
                At the end of each fiscal quarter ending the last day of
                                            August                     Maximum 1.25:1
                                            November                   Maximum 1.00:1
                                            February                   Maximum 1.00:1
                                            May                        Maximum 1.00:1

12.3.1.  (c)    CONSOLIDATED DEBT/EBITDA (ROLLING FOUR FISCAL QUARTER BASIS, ADJUSTED FOR ACQUISITIONS)
                Consolidated Debt
                 EBITDA
                -------------------------------------------------------------------------------
                 Net Income                                                                   -
                 Interest                                                                     -
                 Tax                                                                          -
                 Depreciation & amortization                                                  -
                -------------------------------------------------------------------------------
                 EBITDA                           -           -          -          -         -

                -------------------------------------------------------------------------------
                CONSOLIDATED DEBT: EBITDA
                Maximum Consolidated Debt: EBITDA, first three years of Facility Period:                    3.50
                Maximum Consolidated Debt: EBITDA, starting on the third anniversary of Execution Date:     3.25
                Maximum Consolidated Debt: EBITDA, starting on the fourth anniversary of Execution Date:    3.00
                -------------------------------------------------------------------------------

12.3.1.  (d)      INTER-COMPANY INDEBTEDNESS

</TABLE>

                                                                 99

<PAGE>


                ---------------------------------------------------------------
                Inter-Company Indebtedness
                Maximum Inter-Company indebtedness                    30,000
                ---------------------------------------------------------------

1.1.58.         MARGIN
<TABLE>
         <S>    <C>                                                    <C> <C>

         (a)    for the first three (3) years of the Facility Period:  (b) for the fourth year of the Facility Period until the end
                                                                           of the Facility Period:
</TABLE>

<TABLE>
                <S>                            <C>            <C>                             <C>

                CONSOLIDATED DEBT: EBITDA      MARGIN         CONSOLIDATED DEBT: EBITDA        MARGIN
                -------------------------      ------         -------------------------        ------
                3 or greater                   1.25%          3 or greater                     1.40%
                2 or greater, but less than 3  1.10%          2 or greater, but less than 3    1.25%
                1 or greater, but less than 2  0.95%          1 or greater, but less than 2    1.10%
                Less than 1                    0.85%          Less than 1                      1.00%
</TABLE>

                ----------------------------------------------------------------
                Current consolidated Debt/EBITDA ratio is:
                Accordingly, the Margin for the period          to           is:
                ----------------------------------------------------------------


I hereby certify that, as of the latest Margin Review Date, to the best of my
knowledge, no Event of Default (as defined in the Multi-Currency Revolving Loan
Facility Agreement referred to below) has occurred and all Representations and
Warranties of the Borrower and Guarantor set forth in the Multi-Currency
Revolving Loan Facility Agreement between Adviesburo Energietechniek van de Pol
B.V. (also referred to as and trading under the name of Stolt Comex Seaway
Finance), Stolt Comex Seaway S.A., Den norske Bank ASA and others signed, [ ]
March 1999 are true and correct.





STOLT COMEX SEAWAY M.S. LIMITED as agent for STOLT COMEX SEAWAY S.A.



By:
         -------------------------------------

Title:   Director/Chief Financial Officer


Date:    
         -------------------------------------

                                      100

<PAGE>


                                   SCHEDULE 5

                          FORM OF TRANSFER CERTIFICATE


To:      Den norske Bank ASA as agent (the "Agent")

                              TRANSFER CERTIFICATE


This transfer certificate relates to a loan facility agreement (as the same 
may be from time to time amended, varied, novated or supplemented, the 
"FACILITY AGREEMENT") dated            1999 whereby a revolving credit 
facility of up to $150,000,000 was made available to Adviesburo 
Energietechniek Van de Pol B.V. (also referred to as and trading under the 
name Stolt Comex Seaway Finance) as borrower by a group of banks on whose 
behalf the Agent acts as agent and security trustee.

1        Terms defined in the Facility Agreement shall, subject to any contrary
         indication, have the same meanings herein. The terms "Bank" and
         "Transferee" are defined in the schedule to this transfer certificate .

2        The Bank (i) confirms that the details in the Schedule hereto under the
         heading "BANK'S COMMITMENT" accurately summarises its Commitment in the
         Facility Agreement and (ii) requests the Transferee to accept and
         procure the transfer to the Transferee of the portion of such
         Commitment specified in the Schedule hereto by counter-signing and
         delivering the Transfer Certificate to the Agent at its address for the
         service of Communications specified in the Facility Agreement.

3        The Transferee requests the Agent to accept this Transfer Certificate
         as being delivered to the Agent pursuant to and for the purposes of
         clause 16.4 of the Facility Agreement so as to take effect in
         accordance with the terms thereof on the Transfer Date or on such later
         date as may be determined in accordance with the terms thereof.

4        The Transferee confirms that it has received a copy of the Facility
         Agreement together with such other information as it has required in
         connection with this transaction and that it has not relied and will
         not in the future rely on the Bank or any other party to the Facility
         Agreement to check or enquire on its behalf into the legality,
         validity, effectiveness, adequacy, accuracy or completeness of any such
         information and further agrees that it has not relied and will not rely
         on the Bank or any other party to the Facility Agreement to access or
         keep under review on its behalf the financial condition,
         creditworthiness, condition, affairs, status or nature of the Borrower
         or any other party to the Facility Agreement.

5        Execution of this Transfer Certificate by the Transferee constitutes
         its representation to the Transferor and all other parties to the
         Facility Agreement that it has power to become a party to the Facility
         Agreement as a Bank on the terms herein and therein set out and has
         taken all steps to authorise execution and delivery of this Transfer
         Certificate.

                                      101
<PAGE>


6        The Transferee undertakes with the Bank and each of the other parties
         to the Facility Agreement that it will perform in accordance with their
         terms all those obligations which by the terms of the Facility
         Agreement will be assumed by it after delivery of this Transfer
         Certificate to the Agent and satisfaction of the conditions (if any)
         subject to which the Transfer Certificate is expressed to take effect.

7        The Bank makes no representation or warranty and assumes no
         responsibility with respect to the legality, validity, effectiveness,
         adequacy or enforceability of the Facility Agreement or any document
         relating thereto and assumes no responsibility for the financial
         condition of the Borrower or for the performance and observance by the
         Borrower of any of its obligations under the Facility Agreement or any
         document relating thereto and any and all such conditions and
         warranties, whether express or implied by law or otherwise, are hereby
         excluded.

8        The Bank gives notice that nothing in this transfer certificate or in
         the Facility Agreement (or any document relating thereto) shall oblige
         the Bank to (i) accept a re-transfer from the Transferee of the whole
         or any part of its rights, benefits and/or obligations under the
         Facility Agreement transferred pursuant hereto or (ii) support any
         losses directly or indirectly sustained or incurred by the Transferee
         for any reason whatsoever including, without limitation, the
         non-performance by the Borrower or any other party to the Facility
         Agreement (or any document relating thereto) of its obligations under
         any such document. The Transferee acknowledges the absence of any such
         obligation as is referred to in (i) or (ii) above.

9        This Transfer Certificate and the rights and obligations of the parties
         hereunder shall be governed by and interpreted in accordance with
         English law.


                                  THE SCHEDULE

1        Bank:

2        Transferee:

3        Transfer Date:

4        Commitment(1):                                     Portion Transferred



[Transferor Bank]                           [Transferee Bank]

By:                                                  By:

Date:                                                Date:

Den norske Bank ASA
---------------------------------
(1) Details of the Bank's Commitment should not be completed after the
    Termination Date.


                                      102

<PAGE>

As agent for and on behalf of itself
The Borrower and the other Finance Parties in the presence of:-


By: 
    --------------------------------
Date: [                             ]



                                      103

<PAGE>


SIGNED by                                            )
duly authorised for and on behalf                    )
of ADVIESBURO ENERGIETECHNIEK                        )
VAN DE POL B.V.                                      )
(also referred to as and trading under               )
the name Stolt Comex Seaway Finance)                 )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of STOLT COMEX SEAWAY S.A.                           )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of DEN NORSKE BANK ASA                               )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of BANK OF AMERICA NATIONAL                          )
TRUST AND SAVINGS                                    )
ASSOCIATION (as a Bank)                              )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of MIDLAND BANK PLC                                  )
(as a Bank)                                          )
in the presence of:-                                 )

                                      104

<PAGE>


SIGNED by                                            )
duly authorised for and on behalf                    )
of ASKL-CGER BANK NV/SA                              )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of THE CHASE MANHATTAN BANK                          )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of CIBC, INC.                                        )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of CITIBANK N.A.                                     )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of ING (U.S.) CAPITAL LLC                            )
(as a Bank)                                          )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of FIRST NATIONAL BANK                               )
OF CHICAGO                                           )
(as a Bank)                                          )
in the presence of:-                                 )

                                      105

<PAGE>


SIGNED by                                            )
duly authorised for and on behalf                    )
of DEN NORSKE BANK ASA                               )
(as the Agent and Security Trustee)                  )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of DEN NORSKE BANK ASA                               )
(as an Arranger)                                     )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of NATIONSBANC MONTGOMERY                            )
SECURITIES LLC                                       )
(as an Arranger)                                     )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of MIDLAND BANK PLC                                  )
(as an Arranger)                                     )
in the presence of:-                                 )




SIGNED by                                            )
duly authorised for and on behalf                    )
of BANK OF AMERICA                                   )
NATIONAL TRUST AND                                   )
SAVINGS ASSOCIATION                                  )
(as Syndication Agent)                               )
in the presence of:-                                 )

                                      106

<PAGE>


For the purposes of Article 1 of the Protocol annexed to the Convention on
jurisdictions and enforcement of judgements on civil and commercial matters
signed at Brussels on 27 September 1968, the following party expressly and
specifically agrees to the provisions of Clause 21.2 of the Agreement:-



SIGNED by
         -----------------------------

duly authorised for and on behalf of
STOLT COMEX SEAWAY SA





                                      107
<PAGE>


                                   APPENDIX A


To:      DEN NORSKE BANK ASA


From:    ADVIESBURO ENERGIETECHNIEK VAN DE POL B.V.
         (also referred to as and trading under the name Stolt Comex Seaway
         Finance)


                                                                         [Date]


Dear Sirs,

                                 DRAWDOWN NOTICE

     We refer to the Loan Facility Agreement dated 1999 made between, amongst
others, ourselves and yourselves ("THE AGREEMENT").

         Words and phrases defined in the Agreement have the same meaning when
used in this Drawdown Notice.

     Pursuant to Clause 2.3 of the Agreement, we irrevocably request that you
advance a Drawing of [ ] to us on 199 , which is a Business Day, by paying the
amount of the Drawing to [ ].

         We warrant that the representations and warranties contained in 
Clause 4 of the Agreement are true and correct at the date of this Drawdown 
Notice and will be true and correct on              199 ; that no Event of 
Default nor Potential Event of Default has occurred and is continuing, and 
that no Event of Default or Potential Event of Default will result from the 
advance of the Drawing requested in this Drawdown Notice.

         We select the period of [ ] months as the [first] Interest Period in
respect of the Drawing.

     We select [ ] as the Permitted Currency in which the Drawing is to be
denominated.

                                Yours faithfully


                              --------------------
                              For and on behalf of
                   ADVIESBURO ENERGIETECHNIEK VAN DE POL B.V.
   (also referred to as and trading under the name Stolt Comex Seaway Finance)




                                      108
<PAGE>



                                   APPENDIX B

                FORM OF ASSIGNMENT OF INTER-COMPANY INDEBTEDNESS




                                      109

<PAGE>


                                   APPENDIX C

 FORM OF STATEMENT TO BE PRODUCED PURSUANT TO CLAUSE 12.2.3(H) OF THE AGREEMENT



SCS BACKLOG OVER 2 MUSD INCLUDING TOTAL TURNOVER FOR CURRENT YEAR
<TABLE>

<S>                                       <C>        <C>        <C>        <C>        <C>        <C>       <C>
PROJECT (VALUE IN MILLIONS)               1999       2000       2001       2002       2003       2004      TOTAL



CLIENT             TOTAL VALUE            $          $          $          $          $          $         $
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CLIENT             TOTAL VALUE            $          $          $          $          $          $         $
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CLIENT             TOTAL VALUE            $          $          $          $          $          $         $
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CLIENT             TOTAL VALUE            $          $          $          $          $          $         $
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CLIENT             TOTAL VALUE            $          $          $          $          $          $         $
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</TABLE>


                                                                110


<PAGE>


                                   APPENDIX D

 LIST OF ENCUMBRANCES NOTIFIED TO THE AGENT PURSUANT TO CLAUSE 12.1.1 OF
                                  THE AGREEMENT


NONE

                                      111

<PAGE>


                                   APPENDIX E

                             ADDITIONAL RATE FORMULA


(a)      The Additional Rate for a Drawing for each of its Interest Period(s) is
         the rate determined by the Agent to be equal to the arithmetic mean
         (rounded upward, if necessary, to four decimal places) of the
         respective rates notified by each of the Reference Banks to the Agent
         and calculated in accordance with the following formulae:

         in relation to a Drawing denominated in Pounds Sterling:

         BY + S(Y-Z) + F X 0.01 % per annum = Additional Rate 
         ----------------------
              100- (B+S)

         in relation to any other Drawing:

         F  X 0.01 % per annum = Additional Rate 
         ---------
            300

         where on the day of application of the formula:

         B        is the percentage of the Reference Bank's eligible liabilities
                  (in excess of any stated minimum) which the Bank of England
                  requires the Reference Bank to hold on a non-interest-bearing
                  deposit account in accordance with its cash ratio
                  requirements;

         Y        is the rate at which Pounds Sterling deposits are offered by
                  the Reference Bank to leading banks in the London interbank
                  market at or about 11.00 am on that day for relevant period;

         S        is the percentage of the Reference Bank's eligible liabilities
                  which the Bank of England requires the Reference Bank to place
                  as a special deposit;

         Z        is the interest rate per annum allowed by the Bank of England
                  on special deposits; and

         F        is the charge payable by the Reference Bank to the Financial
                  Services Authority under paragraph 2.02 or 2.03 (as
                  appropriate, or such succeeding provisions) of the Fees
                  Regulations but where for this purpose, the figure for the
                  minimum amount in paragraph 2.02b (or such succeeding
                  provisions) will be deemed to be zero expressed in pounds per
                  (pound)1 million of the fee base of the Reference Bank.

(b)      For the purposes of this Schedule 3:

         (i)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
                  meanings given to them at the time of application of the
                  formula by the Bank of England; and

         (ii)     "FEE BASE" has the meaning given to it in the Fees Regulations

         (iii)    "FEES REGULATIONS" means

                                      112

<PAGE>


                  (1)      prior to 31 March 1999, the Banking Supervision
                           (Fees) Regulations 1998; and

                  (2)      on and after 31 March 1999,  any  regulations
                           governing the payment of fees for banking 
                           supervision.

         (iv)     "RELEVANT PERIOD" in relation to each Interest Period, means

                  (A)      if it is three months or less, that Interest Period;
                           or

                  (B)      if it is more than three months, three months.

(c)      In the application of the formula B, Y, S and Z are included in the
         formula as figures and not as percentages, e.g. if B = .05% and Y =
         15%, BY is calculated as 0.5. x 15.

(d)      If a Reference Bank does not supply a rate to the Agent, the applicable
         Additional Rate will be determined on the basis of the rate(s) supplied
         by the remaining Reference Banks.

(e)
         (i)      The formula is applied on the first day of each relevant
                  period comprised in the relevant Interest Period.

         (ii)     Each rate calculated in accordance with the formula is, if
                  necessary, rounded upward to four decimal places.

(f)      If a change in circumstances has rendered, or will render, the formula
         inappropriate, the Agent (after consultation with the Banks and the
         Borrower) shall notify the Borrower of the manner in which the
         Additional Rate will subsequently be calculated. The manner of
         calculation so notified by the Agent shall, in the absence of manifest
         error, be binding on all the parties to this Agreement.

                                      113