THIRD AMENDED AND RESTATED
                        REVOLVING CREDIT AGREEMENT


                                   among


                        TRICO MARINE SERVICES, INC.
                         TRICO MARINE ASSETS, INC.
                       TRICO MARINE OPERATORS, INC.


                                    and


                          the Banks named herein


                                    and


              WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
                          as Administrative Agent


                          WELLS FARGO BANK, N.A.
                              as Issuing Bank


           CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH
                          as Documentation Agent

                         BANK ONE LOUISIANA, N.A.
                           as Syndication Agent

                         dated as of July 19, 1999






<PAGE>
                             TABLE OF CONTENTS


SECTION                                                                 PAGE

Section 1. DEFINITIONS AND RULES OF INTERPRETATION                         2
SECTION 1.1  DEFINITIONS                                                   2
SECTION 1.2  RULES OF INTERPRETATION                                       15
SECTION 2. THE REVOLVING CREDIT FACILITY                                   16
SECTION 2.1  COMMITMENT TO LEND                                            16
SECTION 2.2  COMMITMENT FEE                                                16
SECTION 2.3  REDUCTION OF COMMITMENTS                                      16
SECTION 2.4  THE NOTES                                                     17
SECTION 2.5  INTEREST ON LOANS                                             17
SECTION 2.6  REQUESTS FOR LOANS                                            18
SECTION 2.7  LOANS TO COVER REIMBURSEMENT OBLIGATIONS                      18
SECTION 2.8  ELECTION OF EUROCURRENCY RATE; NOTICE OF ELECTION; INTEREST
PERIODS; MINIMUM AMOUNTS                                                   18
SECTION 2.9  FUNDS FOR LOANS                                               19
  SECTION 2.9.1.  FUNDING PROCEDURES                                       19
  SECTION 2.9.2.  ADVANCES BY ADMINISTRATIVE AGENT                         20
SECTION 2.10  INTENTIONALLY OMITTED                                        20
SECTION 2.11  INTENTIONALLY OMITTED                                        20
SECTION 2.12  MATURITY OF THE LOANS                                        20
SECTION 2.13  MANDATORY REPAYMENTS OF LOANS                                20
SECTION 2.14  OPTIONAL REPAYMENTS OF LOANS                                 21
SECTION 3. LETTERS OF CREDIT                                               21
SECTION 3.1  LETTER OF CREDIT COMMITMENT                                   21
  SECTION 3.1.1.  COMMITMENT TO ISSUE LETTERS OF CREDIT                    21
  SECTION 3.1.2.  LETTER OF CREDIT APPLICATIONS                            22
  SECTION 3.1.3.  TERMS OF LETTERS OF CREDIT                               22
  SECTION 3.1.4.  REIMBURSEMENT OBLIGATIONS OF BANKS                       22
  SECTION 3.1.5.  PARTICIPATIONS OF BANKS                                  22
SECTION 3.2  REIMBURSEMENT OBLIGATION OF THE BORROWERS                     22
SECTION 3.3  LETTER OF CREDIT PAYMENTS                                     23
SECTION 3.4  OBLIGATIONS ABSOLUTE                                          24
SECTION 3.5  RELIANCE BY ISSUER                                            24
SECTION 3.6  FEES                                                          25
SECTION 4. INTENTIONALLY OMITTED                                           25
SECTION 5. CERTAIN GENERAL PROVISIONS                                      25
SECTION 5.1  FEES                                                          25
SECTION 5.2  INTENTIONALLY OMITTED                                         25
SECTION 5.3  FUNDS FOR PAYMENTS                                            25
  SECTION 5.3.1  PAYMENTS TO ADMINISTRATIVE AGENT                          25
  SECTION 5.3.2  NO OFFSET, ETC                                            25
SECTION 5.4  COMPUTATIONS                                                  26
SECTION 5.5  ADDITIONAL COSTS, ETC.                                        27
SECTION 5.6  CAPITAL ADEQUACY                                              28
SECTION 5.7  CERTIFICATE                                                   28
SECTION 5.8  INTEREST AFTER DEFAULT                                        28
SECTION 5.9  CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS       29
SECTION 5.10  INABILITY TO DETERMINE EUROCURRENCY RATE                     30
SECTION 5.11  ILLEGALITY                                                   30
SECTION 5.12  INDEMNITY                                                    31
SECTION 5.13  REPLACEMENT OF BANKS                                         31
SECTION 6. COLLATERAL SECURITY AND GUARANTIES                              32
SECTION 7. REPRESENTATIONS AND WARRANTIES                                  32
SECTION 7.1  CORPORATE AUTHORITY                                           32
  SECTION 7.1.1.  INCORPORATION; GOOD STANDING                             32
  SECTION 7.1.2.  AUTHORIZATION                                            32
  SECTION 7.1.3.  ENFORCEABILITY                                           33
SECTION 7.2  GOVERNMENTAL APPROVALS                                        33
SECTION 7.3  TITLE TO PROPERTIES; LEASES                                   33
SECTION 7.4  FINANCIAL STATEMENTS                                          33
SECTION 7.5  NO MATERIAL CHANGES; SOLVENCY                                 34
SECTION 7.6  BUSINESS                                                      34
SECTION 7.7  LITIGATION                                                    34
SECTION 7.8  INTENTIONALLY OMITTED                                         35
SECTION 7.9  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.                 35
SECTION 7.10  TAX STATUS                                                   35
SECTION 7.11  NO EVENT OF DEFAULT                                          35
SECTION 7.12  HOLDING COMPANY AND INVESTMENT COMPANY ACTS                  35
SECTION 7.13  ABSENCE OF ENCUMBRANCES, ETC.                                35
SECTION 7.14  PERFECTION OF SECURITY INTEREST; COLLATERAL                  35
SECTION 7.15  CERTAIN TRANSACTIONS                                         36
SECTION 7.16  EMPLOYEE BENEFIT PLANS                                       36
  SECTION 7.16.1.  IN GENERAL                                              36
  SECTION 7.16.2.  TERMINABILITY OF WELFARE PLANS                          36
  SECTION 7.16.3.  GUARANTEED PENSION PLANS; MULTIEMPLOYER PLANS           36
SECTION 7.17  REGULATIONS U AND X; USE OF PROCEEDS                         36
SECTION 7.18  ENVIRONMENTAL COMPLIANCE                                     37
SECTION 7.19  SUBSIDIARIES                                                 38
SECTION 7.20  CHIEF EXECUTIVE OFFICE; BOOKS AND RECORDS                    39
SECTION 7.21  DISCLOSURE                                                   39
SECTION 7.22  FISCAL YEAR                                                  39
SECTION 7.23  NO LABOR AGREEMENTS                                          39
SECTION 7.24  CONCERNING THE VESSELS                                       39
SECTION 8.  AFFIRMATIVE COVENANTS                                          40
SECTION 8.1  PUNCTUAL PAYMENT                                              40
SECTION 8.2  MAINTENANCE OF OFFICE                                         40
SECTION 8.3  RECORDS AND ACCOUNTS                                          40
SECTION 8.4  FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION            41
SECTION 8.5  NOTICES                                                       42
  SECTION 8.5.1.  DEFAULTS                                                 42
  SECTION 8.5.2.  ENVIRONMENTAL EVENTS                                     42
  SECTION 8.5.3.  NOTIFICATION OF CLAIMS AGAINST COLLATERAL                42
  SECTION 8.5.4.  NOTICE OF LITIGATION AND JUDGMENTS                       42
SECTION 8.6  CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES                43
SECTION 8.7  INSURANCE                                                     43
SECTION 8.8  TAXES AND CLAIMS                                              43
SECTION 8.9  INSPECTION OF PROPERTIES AND BOOKS, ETC.                      44
SECTION 8.10  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS       44
SECTION 8.11  USE OF PROCEEDS                                              44
SECTION 8.12  CONCERNING THE VESSELS                                       44
SECTION 8.13  FURTHER ASSURANCES                                           45
SECTION 8.14  ADDITIONAL GUARANTORS                                        45
SECTION 8.15  YEAR 2000 COMPLIANCE                                         45
SECTION 9. CERTAIN NEGATIVE COVENANTS                                      46
SECTION 9.1  RESTRICTIONS ON INDEBTEDNESS                                  46
SECTION 9.2  RESTRICTIONS ON LIENS                                         48
SECTION 9.3  RESTRICTIONS ON INVESTMENTS                                   50
SECTION 9.4  DISTRIBUTIONS                                                 51
SECTION 9.5  MERGER, CONSOLIDATION AND SALE OF ASSETS                      51
  SECTION 9.5.1.  MERGERS AND ACQUISITIONS                                 51
  SECTION 9.5.2.  DISPOSITION OF ASSETS                                    52
SECTION 9.6  COMPLIANCE WITH ENVIRONMENTAL LAWS                            52
SECTION 9.7  EMPLOYEE BENEFIT PLANS                                        53
SECTION 9.8  BUSINESS ACTIVITIES                                           53
SECTION 9.9  CHANGE OF CHIEF EXECUTIVE OFFICE OR CORPORATE NAME            53
SECTION 9.10  FISCAL YEAR                                                  53
SECTION 9.11  TRANSACTIONS WITH AFFILIATES                                 53
SECTION 9.12  MODIFICATION OF CERTAIN DOCUMENTS                            53
SECTION 9.13  UPSTREAM LIMITATIONS                                         53
SECTION 9.14  INCONSISTENT AGREEMENTS                                      54
SECTION 9.15  NO PREPAYMENTS, ETC.                                         54
SECTION 10.  FINANCIAL COVENANTS                                           54
SECTION 10.1  DEBT SERVICE COVERAGE RATIO                                  54
SECTION 10.2  LEVERAGE RATIO                                               54
SECTION 10.3  TANGIBLE NET WORTH                                           55
SECTION 10.4  MINIMUM MORTGAGED VESSEL VALUE                               55
SECTION 10.5  CAPITAL EXPENDITURES                                         55
SECTION 11.  CLOSING CONDITIONS                                            56
SECTION 11.1  DELIVERY OF DOCUMENTS                                        56
SECTION 11.2  CERTIFIED COPIES OF CORPORATE DOCUMENTS; RESOLUTIONS         56
SECTION 11.3  CORPORATE ACTION                                             56
SECTION 11.4  INCUMBENCY CERTIFICATE                                       56
SECTION 11.5  VALIDITY OF LIENS                                            56
SECTION 11.6  PERFECTION CERTIFICATES AND LIEN SEARCH RESULTS              57
SECTION 11.7  CERTIFICATES OF INSURANCE                                    57
SECTION 11.8  FINANCIAL CONDITION                                          57
SECTION 11.9  SOLVENCY CERTIFICATE                                         57
SECTION 11.10  OPINIONS OF COUNSEL                                         57
SECTION 11.11  PAYMENT OF FEES AND EXPENSES                                57
SECTION 11.12  BORROWING NOTICE                                            58
SECTION 11.13  APPRAISALS OF VESSELS, CLASS CONFIRMATIONS                  58
SECTION 11.14  CONCURRENT FUNDING                                          58
SECTION 11.15  YEAR 2000                                                   58
SECTION 11.16  TERMINATION OF EXISTING CREDIT AGREEMENT                    58
SECTION 11.17  CERTIFICATE OF EXISTENCE; GOOD STANDING AND QUALIFICATION
TO DO BUSINESS                                                             58
SECTION 11.18  Other DOCUMENTS                                             59
SECTION 12.  CONDITIONS TO ALL BORROWINGS                                  59
SECTION 12.1  REPRESENTATIONS TRUE; NO EVENT OF DEFAULT                    59
SECTION 12.2  NO LEGAL IMPEDIMENT                                          59
SECTION 12.3  GOVERNMENTAL REGULATION                                      59
SECTION 12.4  PROCEEDINGS AND DOCUMENTS                                    59
SECTION 13.  EVENTS OF DEFAULT; ACCELERATION; ETC.                         60
SECTION 13.1  EVENTS OF DEFAULT AND ACCELERATION                           60
SECTION 13.2  TERMINATION OF COMMITMENTS                                   62
SECTION 13.3  REMEDIES                                                     62
SECTION 13.4  DISTRIBUTION OF COLLATERAL PROCEEDS                          63
SECTION 14.  SETOFF                                                        64
SECTION 15.  THE ADMINISTRATIVE AGENT                                      64
SECTION 15.1  AUTHORIZATION                                                64
SECTION 15.2  EMPLOYEES AND AGENTS                                         65
SECTION 15.3  NO LIABILITY                                                 65
SECTION 15.4  NO REPRESENTATIONS                                           65
SECTION 15.5  PAYMENTS                                                     66
  SECTION 15.5.1.  PAYMENTS TO ADMINISTRATIVE AGENT                        66
  SECTION 15.5.2.  DISTRIBUTION BY ADMINISTRATIVE AGENT                    66
  SECTION 15.5.3.  DELINQUENT BANKS                                        66
SECTION 15.6  HOLDERS OF NOTES                                             67
SECTION 15.7  INDEMNITY                                                    67
SECTION 15.8  ADMINISTRATIVE AGENT AS BANK                                 67
SECTION 15.9  RESIGNATION                                                  67
SECTION 15.10  NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT              68
SECTION 15.11  DUTIES IN THE CASE OF ENFORCEMENT                           68
SECTION 15.12  DOCUMENTATION AGENT; SYNDICATION AGENT                      68
SECTION 16.  EXPENSES                                                      68
SECTION 17.  INDEMNIFICATION                                               69
SECTION 18.  SURVIVAL OF COVENANTS, ETC.                                   70
SECTION 19.  ASSIGNMENT AND PARTICIPATION                                  70
SECTION 19.1  CONDITIONS TO ASSIGNMENT BY BANKS                            70
SECTION 19.2  CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;         71
COVENANTS                                                                  72
SECTION 19.3  REGISTER                                                     72
SECTION 19.4  NEW NOTES                                                    72
SECTION 19.5  PARTICIPATIONS                                               73
SECTION 19.6  DISCLOSURE                                                   73
SECTION 19.7  ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER         73
SECTION 19.8  MISCELLANEOUS ASSIGNMENT PROVISIONS                          74
SECTION 19.9  ASSIGNMENT BY BORROWERS                                      74
SECTION 20.  NOTICES, ETC.                                                 74
SECTION 21.  GOVERNING LAW                                                 75
SECTION 22.  HEADINGS                                                      75
SECTION 23.  COUNTERPARTS                                                  75
SECTION 24.  ENTIRE AGREEMENT, ETC.                                        75
SECTION 25.  WAIVER OF JURY TRIAL                                          75
SECTION 26.  CONSENTS, AMENDMENTS, WAIVERS, ETC.                           75
SECTION 27.  SEVERABILITY                                                  76
SECTION 28.  PARI PASSU TREATMENT                                          76
SECTION 29.  INTENTIONALLY OMITTED                                         77
SECTION 30.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION                 77
SECTION 30.1  SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY            77
SECTION 30.2  CONFIDENTIALITY                                              78
SECTION 30.3  PRIOR NOTIFICATION                                           78
SECTION 30.4  OTHER                                                        78
SECTION 31.  INTEREST                                                      79
SECTION 32.  NO ORAL AGREEMENTS                                            80
SECTION 33.  ARBITRATION                                                   80


EXHIBITS:

Exhibit A Form of Note
Exhibit B Form of Loan Request
Exhibit C Form of Compliance Certificate
Exhibit D Form of Assignment and Acceptance

SCHEDULES:

Schedule 1.1   Banks; Commitments; Commitment Percentages; Address for Notices
Schedule 7.19  Subsidiaries
Schedule 7.23  Labor Agreements
Schedule 7.24  Vessels of Borrowers and Parent
Schedule 9.1   Existing Indebtedness
Schedule 9.2   Vessel Liens
Schedule 9.3   Existing Investments




<PAGE>
                        THIRD AMENDED AND RESTATED
                        REVOLVING CREDIT AGREEMENT


     This  THIRD  AMENDED  AND RESTATED REVOLVING CREDIT AGREEMENT, amended
and  restated  as of July 19,  1999  is  by  and  among  (a)  TRICO  MARINE
OPERATORS, INC.  ("Marine  Operators"),  a Louisiana corporation having its
principal  place  of  business  and chief executive  office  at  250  North
American Court, Houma, Louisiana  70363, TRICO MARINE ASSETS, INC. ("Marine
Assets"), a Delaware corporation having its principal place of business and
chief executive office at 250 North  American Court, Houma, Louisiana 70363
(each  of  Marine  Operators  and  Marine  Assets,   a   "Borrower",   and,
collectively,  the  "Borrowers"),  (b)  TRICO  MARINE  SERVICES,  INC. (the
"Parent"),  a  Delaware  corporation having its principal place of business
and chief executive office  at  250  North American Court, Houma, Louisiana
70363, (c) the financial institutions  listed  on  SCHEDULE  1.1 hereto and
such  other financial institutions as may become parties to this  Agreement
from time  to  time  in  accordance  with the terms hereof (individually, a
"Bank" and collectively, the "Banks"),  (d)  WELLS  FARGO  BANK,  N.A.,  as
Issuing  Bank,  and  (e)  WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION as
administrative  agent for itself,  the  Issuing  Bank  and  such  financial
institutions (the  "Administrative Agent"), CHRISTIANIA BANK OG KREDITKASSE
ASA, New York Branch  as  documentation agent for itself and such financial
institutions (the "Documentation  Agent") (collectively the "Agents" and/or
"Arrangers").

     WHEREAS, pursuant to a Second  Amended  and  Restated Revolving Credit
Agreement,  dated  as of March 13, 1998 (the "Existing  Credit  Agreement")
among Marine Operators,  Marine Assets, the Parent, the banks party thereto
(the "Existing Banks") and  BankBoston,  N.A.,  as  agent  for the Existing
Banks  (the  "Existing  Agent"), the Existing Banks and the Existing  Agent
have made loans to, and otherwise  extended  credit to Marine Operators and
Marine Assets;

     WHEREAS, pursuant to that certain Master Assignment of Notes and Other
Loan  Documents and that certain Assignment of  Preferred  Fleet  Mortgage,
Liens and  Other Loan Documents (collectively, the "Assignment") each dated
of even date  herewith,  the  Existing  Agent  and the Existing Banks shall
assign  all  of  their rights, titles and liabilities  under  the  Existing
Credit Agreement and the notes, security documents and other loan documents
to the Administrative Agent, the Issuing Bank and the Banks pursuant to the
terms thereof.

     WHEREAS, immediately  after  giving  effect  to  the  Assignment,  but
subject  to  the  conditions  precedent  set  forth  herein, the Borrowers,
Parent, Administrative Agent, Documentation Agent and  the  Banks desire to
amend  and restate the Existing Credit Agreement, the notes and  the  liens
arising under the loan documents defined in the Existing Credit Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual
covenants herein contained, the parties hereto hereby agree that, on and as
of  the  Closing Date, the Existing Credit Agreement hereby is amended  and
restated in its entirety as follows:

     SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

     SECTION 1.1  DEFINITIONS.  The following terms shall have the meanings
set  forth in this SECTION  1  or  elsewhere  in  the  provisions  of  this
Agreement referred to below:

     ACQUISITION.   Any  transaction  or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets  of  a Person, or of any business
or  division  of a Person, or (b) the acquisition  of  the  capital  stock,
partnership interests,  membership  interests  or  equity of any Person, or
otherwise causing any Person to become a Subsidiary of such Person.

     ADJUSTMENT DATE.  The first day of the month immediately following the
month  in  which  a Compliance Certificate is delivered  by  the  Borrowers
pursuant to SECTION 8.4(c) hereof.

     ADMINISTRATIVE  AGENT.   As  defined  in  the  introductory  paragraph
hereof.

     ADMINISTRATIVE   AGENT-RELATED  PERSONS.  Administrative  Agent,   its
Affiliates,   and   their   respective   officers,  directors,   employees,
representatives and agents.

     AFFILIATE.   Any  Person  that  directly or  indirectly  controls,  is
controlled by or under common control  with another Person.  A Person shall
be deemed to control another Person if the  controlling  Person  possesses,
directly or indirectly, the power to direct or cause the direction  of  the
management  or policies of the controlled Person, whether through ownership
of stock, by contract or otherwise.

     AGENTS.   Collectively  the Administrative Agent and the Documentation
Agent.

     AGREEMENT.   This  Third  Amended   and   Restated   Revolving  Credit
Agreement, including the Schedules and Exhibits hereto.

     APPLICABLE  MARGIN.  With respect to Base Rate Loans and  Eurocurrency
Rate Loans the respective rates as determined under the Pricing Grid at the
beginning of each quarter during the term thereof.

     APPRAISAL.  See SECTION 8.4(f) hereof.

     ARRANGER.  Wells Fargo and Christiania.

     ASSIGNMENT.  As defined in the preamble hereto.

     ASSIGNMENT AND ACCEPTANCE.  See SECTION 19.1 hereof.

     BALANCE SHEET DATE.  March 31, 1999.

     BANKS.  Wells  Fargo  and  the  other  lending  institutions listed on
SCHEDULE  1.1 hereto and any other Person who becomes an  assignee  of  any
rights and obligations of a Bank pursuant to SECTION 19 hereof.

     BASE RATE.   For  any day, the rate of interest in effect for such day
as publicly announced from  time to time by the Administrative Agent as its
"reference rate" (the "reference  rate"  is  a  rate  set by Administrative
Agent  based  upon  various  factors  including  costs and desired  return,
general economic conditions and other factors and  is  used  as a reference
point for pricing some loans, which may be priced at, above or  below  such
announced   rate.)    Any   change  in  the  reference  rate  announced  by
Administrative Agent shall take  effect  at  the opening of business on the
day specified in the public announcement of such change.

     BASE  RATE  LOAN.   Any  Loan  or  portion  thereof  bearing  interest
calculated by reference to the Base Rate.

     BORROWERS.  As defined in the preamble hereto.

     BUSINESS  DAY.   Any  day  on which banking institutions  in  Houston,
Texas, San Francisco, California  and  New  Orleans, Louisiana are open for
the transaction of banking business and, with  respect  to  a  Eurocurrency
Rate Loan, also a day which is a Eurocurrency Business Day.

     CAPITAL  ASSETS.  Fixed assets, both tangible (such as vessels,  land,
buildings, fixtures,  machinery  and  equipment)  and  intangible  (such as
patents,  copyrights, trademarks, franchises and good will); provided  that
Capital Assets  shall  not include any item customarily charged directly to
expense or depreciated over  a useful life of twelve (12) months or less in
accordance with generally accepted accounting principles.

     CAPITAL EXPENDITURES.  Amounts  paid  or  indebtedness  incurred  by a
Person  in  connection with the purchase or lease by such Person of Capital
Assets that would  be  required  to be capitalized and shown on the balance
sheet  of  such Person in accordance  with  generally  accepted  accounting
principles.

     CAPITALIZED  LEASES.   Leases  under  which  a Person is the lessee or
obligor, the discounted future rental payment obligations  under  which are
required to be capitalized on the balance sheet of the lessee or obligor in
accordance with generally accepted accounting principles.

     CERCLA.  See SECTION 7.18 hereof.

     CHRISTIANIA.  Christiania Bank og Kreditkasse ASA, New York Branch  in
its individual capacity.

     CLOSING  DATE.   The  first  date on which the conditions set forth in
SECTION 11 have been satisfied, which  in  no  event  shall  be  later than
September 1, 1999.

     CLOSING FEE.  See SECTION 5.1 hereof.

     CODE.   The  Internal Revenue Code of 1986 as amended, and regulations
promulgated thereunder.

     COLLATERAL.  Those Vessels and other property, rights and interests of
the Borrowers that  are  or  are  intended  to  be  subject to the security
interests and mortgages created by the Security Documents.

     COMMITMENT.   With  respect  to  each Bank, the amount  set  forth  on
SCHEDULE 1.1 attached hereto as the amount  of  such  Bank's  commitment to
make Loans to, and to participate in the issuance, extension and renewal of
Letters  of  Credit  for the account of the Borrowers, as the same  may  be
reduced from time to time;  or if such commitment is terminated pursuant to
the provisions hereof, zero.

     COMMITMENT FEE.  See SECTION 2.2.

     COMMITMENT PERCENTAGE.   With  respect  to  each  Bank, the amount set
forth  on  SCHEDULE  1.1 attached hereto as such Bank's percentage  of  the
Total Commitment.

     CONSOLIDATED OR CONSOLIDATED.   With  reference  to  any  term defined
herein,  shall mean that term as applied to the accounts of the Parent  and
its  Subsidiaries,  consolidated  in  accordance  with  generally  accepted
accounting principles.

     CONSOLIDATED  EBITDA.   For any period, the consolidated Net Income of
the Parent and its Subsidiaries  for  such  period,  after all expenses and
other proper charges, but before payment or provision for any income taxes,
interest expense, depreciation or amortization for such  period, determined
on  a  consolidated  basis  for  such Persons in accordance with  generally
accepted accounting principles.

     CONSOLIDATED NET TANGIBLE ASSETS.   With respect to the Parent and its
Restricted Subsidiaries and as at any date,  the  sum  of  the amounts that
would  appear  on  a  consolidated  balance  sheet  of  the Parent and  its
Restricted  Subsidiaries  as  the  total  assets  of  the  Parent  and  its
Restricted  Subsidiaries,  determined  on  a  consolidated basis  for  such
Persons  in  accordance with generally accepted accounting  principles  and
after  deducting   therefrom,   (a)   to  the  extent  otherwise  included,
unamortized  debt  discount and expenses  and  other  unamortized  deferred
charges,  goodwill,  patents,   trademarks,  service  marks,  trade  names,
copyrights,  licenses,  organization  or  development  expenses  and  other
intangible items and (b)  the aggregate amount of liabilities of the Parent
and its Restricted Subsidiaries which may properly be classified as current
liabilities  (including  tax   accrued   as  estimated),  determined  on  a
consolidated basis for such Persons in accordance  with  generally accepted
accounting principles.

     CONSOLIDATED  TOTAL INTEREST EXPENSE.  For any period,  the  aggregate
amount of interest required  to  be  paid  or accrued by the Parent and its
Subsidiaries during such period on all Indebtedness  of  the Parent and its
Subsidiaries  outstanding  during  all or any part of such period,  whether
such interest was or is required to  be  reflected as an item of expense or
capitalized, including payments consisting  of  interest  in respect of any
Capitalized  Lease,  and  including commitment fees, agency fees,  facility
fees, balance deficiency fees  and  similar  fees or expenses in connection
with the borrowing of money.

     CONVERSION  REQUEST.   A  notice  given  by  the   Borrowers   to  the
Administrative  Agent  of  such Borrower's election to convert a Loan to  a
Loan of another Type or to continue  a Loan as a Loan of a certain Type, in
each case in accordance with SECTION 2.8.

     DEBT SERVICE COVERAGE RATIO.  As at the end of any fiscal quarter, the
ratio of (a) the consolidated Operating  Cash  Flow  of  the Parent and its
Subsidiaries for the period of the four (4) consecutive fiscal  quarters of
the  Parent  ending on such date to (b) consolidated Total Debt Service  of
the Parent and  its  Subsidiaries  for  the  period of four (4) consecutive
fiscal  quarters  of  the Parent ending on such date;  PROVIDED,  that  for
purposes of calculating  the  Debt  Service  Coverage  Ratio for the fiscal
quarter  of  the  Parent  ending  on  (i) September 30, 1999,  consolidated
Operating  Cash  Flow  and Total Debt Service  shall  be  the  consolidated
Operating Cash Flow and  Total  Debt  Service  for  the fiscal quarter then
ending, (ii) December 31, 1999, consolidated Operating  Cash Flow and Total
Debt Service shall be the consolidated Operating Cash Flow  and  Total Debt
Service  for  the period of the two fiscal quarters then ending, and  (iii)
March 31, 2000,  consolidated  Operating  Cash  Flow and Total Debt Service
shall be the consolidated Operating Cash Flow and  Total  Debt  Service for
the period of the three fiscal quarters then ending PROVIDED, further, when
calculating the Debt Service Coverage Ratio for any Test Period in  which a
Triggering  Acquisition  occurred,  the  calculation  of  the  Debt Service
Coverage Ratio shall be made on a Pro Forma Basis.

     DEFAULT.  See SECTION 13 hereof.

     DELINQUENT BANK.  See SECTION 15.5.3 hereof.

     DERIVATIVE  CONTRACT.   Any  agreement,  whether  or  not  in writing,
relating  to any transaction that is a rate swap, basis swap, forward  rate
transaction, commodity swap, commodity option, equity or equity index  swap
or option, bond, note or bill option, interest rate option, forward foreign
exchange transaction,  cap,  collar  or  floor  transaction, currency swap,
cross-currency rate swap, swaption, currency option  or  any other, similar
transaction (including any option to enter into any  the foregoing)  or any
combination  of  the  foregoing,  and, unless the context otherwise clearly
requires, any master agreement relating  to  or governing any or all of the
foregoing.

     DISTRIBUTION.  The declaration or payment  of  any  dividend  on or in
respect  of  any  shares of any class of capital stock of any Person, other
than dividends payable solely in shares of common stock of such Person; the
purchase, redemption,  or  other  retirement  of any shares of any class of
capital stock of any Person, directly or indirectly through a Subsidiary of
such  Person  or otherwise; the return of capital  by  any  Person  to  its
shareholders as  such;  or  any  other distribution on or in respect of any
shares of any class of capital stock of such Person.

     DOLLARS OR $.  Dollars in lawful  currency  of  the  United  States of
America.

     DRAWDOWN  DATE.  The date on which any Loan is made or is to be  made,
and the date on  which  all  or  any  portion  of  any Loan is converted or
continued in accordance with SECTION 2.8.

     EMPLOYEE BENEFIT PLAN.  Any employee benefit plan  within  the meaning
of Section 3(2) of ERISA maintained or contributed to by a Borrower  or the
Parent or any ERISA Affiliate, other than a Multiemployer Plan.

     ENVIRONMENTAL LAWS.  See SECTION 7.18(a).

     ERISA.   The  Employee  Retirement  Income  Security  Act  of 1974, as
amended, and regulations promulgated thereunder.

     ERISA  AFFILIATE.   Any  Person  which is treated as a single employer
with a Borrower or the Parent under Section 414 of the Code.

     ERISA  REPORTABLE  EVENT.   A  reportable  event  with  respect  to  a
Guaranteed Pension Plan within the meaning  of  Section 4043 of ERISA as to
which the requirement of notice has not been waived.

     EUROCURRENCY BUSINESS DAY.  Any day on which commercial banks are open
for  international  business  (including dealings in  Dollar  deposits)  in
London or such other eurodollar  interbank market as may be selected by the
Administrative Agent in its sole discretion acting in good faith.

     EUROCURRENCY LENDING OFFICE.   Initially,  the  Administrative Agent's
head office; thereafter, such other office of the Administrative  Agent, if
any, that shall be making or maintaining Eurocurrency Rate Loans.

     EUROCURRENCY  RATE.   For  any  Interest  Period  with  respect  to  a
Eurocurrency  Rate  Loan,  the  rate  of interest equal to (a) the rate per
annum (rounded upwards to the nearest 1/16  of  one  percent)  at which the
Administrative  Agent's  Eurocurrency  Lending  Office  is  offered  Dollar
deposits two (2) Eurocurrency Business Days prior to the beginning of  such
Interest Period in the interbank eurodollar market where the eurodollar and
foreign  currency  and  exchange  operations  of  such Eurocurrency Lending
Office are customarily conducted at or about 11:00  a.m.,  London time, for
delivery  on the first day of such Interest Period for the number  of  days
comprised therein  and  in  an  amount  comparable  to  the  amount  of the
Eurocurrency  Rate  Loan to which such Interest Period applies, divided  by
(b)  a  number equal to  1.00  minus  the  Eurocurrency  Reserve  Rate,  if
applicable.

     EUROCURRENCY  RATE  LOANS.   Loans  or  any  portion  thereof  bearing
interest calculated by reference to the Eurocurrency Rate.

     EUROCURRENCY   RESERVE   RATE.   For  any  day  with  respect  to  any
Eurocurrency Rate Loan, the maximum  rate (expressed as a decimal) at which
any lender subject thereto would be required  to  maintain  reserves  under
Regulation  D  of  the Board of Governors of the Federal Reserve System (or
any successor or similar regulations relating to such reserve requirements)
against "Eurocurrency  Liabilities" (as that term is used in Regulation D),
if such liabilities were  outstanding.  The Eurocurrency Reserve Rate shall
be adjusted automatically on  and as of the effective date of any change in
the Eurocurrency Reserve Rate.

     EVENT OF DEFAULT.  See SECTION 13 hereof.

     EXCLUDED CAPITAL EXPENDITURES.   For  any  fiscal  year of the Parent,
collectively,  (i) Capital Expenditures not to exceed $26,140,000  incurred
by  the  Borrowers   during   fiscal  year  1999  in  connection  with  the
construction and completion of  Northern Admiral, Hondo River, Spirit River
and Stillwater River and (ii) any  Capital Expenditure of the Parent or any
of its Subsidiaries, where not less  than seventy-five percent (75%) of the
consideration  paid  or  payable  by the Parent  and  its  Subsidiaries  in
connection therewith is funded with  the  Proceeds  of  a  Permitted Equity
Issuance.

     EXISTING BANKS.  As defined in the preamble hereto.

     EXISTING CREDIT AGREEMENT.  As defined in the preamble hereto.

     EXISTING AGENT.  As defined in the preamble hereto.

     FEE LETTER.  That certain letter agreement, dated as of June 18, 1999,
between the Parent, the Borrowers and the Administrative Agent, as the same
may be amended, supplemented, modified or restated and in effect  from time
to time.

     FUNDED  DEBT.  Without duplication and with respect to any Person  and
as  at  any date  of  determination,  the  aggregate  principal  amount  of
Indebtedness of such Person for borrowed money (other than short-term trade
credit incurred  in the ordinary course of business), the deferred purchase
price  of assets (other  than  short-term  trade  credit  incurred  in  the
ordinary  course  of  business),  Reimbursement  Obligations (contingent or
otherwise) in respect of Letters of Credit, and Capitalized Leases.

     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  (a)  When  used  in SECTION
10, whether directly or indirectly through reference to a capitalized  term
used  therein,  means  principles  that  are consistent with the principles
promulgated or adopted by the Financial Accounting  Standards Board and its
predecessors  in  effect on the Balance Sheet Date and  (b)  when  used  in
general, other than  as  provided above, means such principles as in effect
from time to time.

     GUARANTEED PENSION PLAN.  Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by a Borrower
or the Parent or any ERISA  Affiliate  the benefits of which are guaranteed
on termination in full or in part by the  PBGC  pursuant  to  Title  IV  of
ERISA, other than a Multiemployer Plan.

     GUARANTIES.   Collectively, the Parent Guaranty and any other guaranty
of  any  of the Obligations  hereunder  from  the  Parent  or  any  of  its
Subsidiaries  to  the Administrative Agent for the benefit of the Banks and
the Issuing Bank.

     GUARANTORS.   Collectively,  the  Parent  and  each  other  Subsidiary
(direct and indirect)  of  the Parent which shall deliver a guaranty of the
Obligations pursuant to SECTION 8.14 hereof.

     HIGHEST LAWFUL RATE.  As of a particular date, the maximum nonusurious
interest rate that under applicable  federal  and  Texas  law  may  then be
contracted  for,  charged  or  received by the Banks in connection with the
Obligations.

     INDEBTEDNESS.  As to any Person, without duplication, all obligations,
contingent  and  otherwise,  that in  accordance  with  generally  accepted
accounting principles should be classified upon the obligor's balance sheet
as liabilities, or to which reference  should be made by footnotes thereto,
including in any event and whether or not  so classified:  (a) all debt and
similar  monetary  obligations,  whether  direct   or   indirect;  (b)  all
liabilities  secured  by  any  mortgage,  pledge, security interest,  lien,
charge, or other encumbrance existing on property owned or acquired subject
thereto,  whether  or not the liability secured  thereby  shall  have  been
assumed; (c) all net  obligations  with respect to Derivative Contracts and
(d) all guarantees, endorsements and  other  contingent obligations whether
direct  or indirect in respect of indebtedness  of  others,  including  any
obligation  to  supply  funds to or in any manner to invest in, directly or
indirectly, the debtor, to purchase indebtedness, or to assure the owner of
indebtedness  against  loss,   through  an  agreement  to  purchase  goods,
supplies,  or services for the purpose  of  enabling  the  debtor  to  make
payment of the  indebtedness  held  by  such  owner  or  otherwise, and the
obligations, contingent and otherwise, to reimburse the issuer  in  respect
of any letters of credit.

     INELIGIBLE  SECURITIES.   Securities which may not be underwritten  or
dealt in by member banks of the  Federal Reserve System under Section 16 of
the Banking Act of 1993 (12 U.S.C.  Section 24, Seventh), as amended.

     INTEREST PAYMENT DATE.  (a) As  to any Base Rate Loan, the last day of
the calendar quarter commencing with the calendar quarter that includes the
Drawdown Date thereof; and (b) as to any  Eurocurrency Rate Loan in respect
of which the Interest Period is (i) three (3)  months or less, the last day
of such Interest Period and (ii) more than three  (3) months, the date that
is  three  (3) months from the first day of such Interest  Period  and,  in
addition, the last day of such Interest Period.

     INTEREST PERIOD.  With respect to each Loan, (a) initially, the period
commencing on  the  Drawdown  Date  of  such  Loan  and  ending on the last
Business  Day  of  one of the periods set forth below, as selected  by  the
Borrowers in a Loan  Request  (i) for any Base Rate Loan, the last Business
Day of the calendar quarter; and (ii) for any Eurocurrency Rate Loan, 1, 3,
or  6  months; and (b) thereafter,  each  period  commencing  on  the  last
Business  Day of the next preceding Interest Period applicable to such Loan
and ending  on the last Business Day of one of the periods set forth above,
as selected by  the Borrowers in a Conversion Request; provided that all of
the foregoing provisions  relating  to  Interest Periods are subject to the
following:

          (a)  if any Interest Period with  respect  to a Eurocurrency Rate
Loan would otherwise end on a day that is not a Eurocurrency  Business Day,
that  Interest Period shall be extended to the next succeeding Eurocurrency
Business  Day  unless  the  result of such extension would be to carry such
Interest Period into another  calendar  month, in which event such Interest
Period shall end on the immediately preceding Eurocurrency Business Day;

          (b)  if the Borrowers shall fail  to  give  notice as provided in
SECTION 2.8, the Borrowers shall be deemed to have requested  a  conversion
of  the  affected  Eurocurrency  Rate  Loan  to  a  Base Rate Loan, and the
continuance of all Base Rate Loans as Base Rate Loans,  as the case may be,
on the last day of the then current Interest Period with respect thereto;

          (c)  any  Interest  Period  that begins on the last  Eurocurrency
Business  Day of a calendar month (or on  a  day  for  which  there  is  no
numerically  corresponding  day  in  the  calendar month at the end of such
Interest  Period)  shall end on the last Eurocurrency  Business  Day  of  a
calendar month; and

          (d)  any Interest  Period  relating to any Eurocurrency Rate Loan
that would otherwise extend beyond the  Maturity  Date  shall  end  on  the
Maturity Date.

     INTERNATIONAL  HOLDINGS.   Trico  Marine  International Holdings BV, a
Netherlands corporation and a Subsidiary of the Parent.

     INVESTMENTS.   All  expenditures  made  and all  liabilities  incurred
(contingently or otherwise) for the acquisition  of  stock  or Indebtedness
of, or for loans, advances, capital contributions or transfers  of property
to,  or  in  respect  of  any guaranties (or other commitments as described
under Indebtedness), or obligations  of,  any  Person.   In determining the
aggregate amount of Investments outstanding at any particular time: (a) the
amount of any Investment represented by a guaranty shall be  taken  at  not
less  than  the  principal  amount  of the obligations guaranteed and still
outstanding; (b) there shall be included  as  an  Investment  all  interest
accrued with respect to Indebtedness constituting an Investment unless  and
until such interest is paid; (c) there shall be deducted in respect of each
such  Investment  any  amount  received as a return of capital (but only by
repurchase,  redemption, retirement,  repayment,  liquidating  dividend  or
liquidating distribution);  and  (d)  there  shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof.

     ISSUING BANK.  Wells Fargo Bank, N.A. in its capacity as issuer of one
or more Letters of Credit hereunder, together  with  any replacement letter
of credit issuer.

     LETTER OF CREDIT.  See SECTION 3.1.1.

     LETTER OF CREDIT APPLICATION.  See SECTION 3.1.1.

     LETTER OF CREDIT FEE(S).  See SECTION 3.6.

     LETTER OF CREDIT PARTICIPATION.  See SECTION 3.1.4.

     LETTER OF CREDIT RATE.  At any time of determination,  the  Applicable
Margin for Eurocurrency Rate Loans in effect at such time.

     LEVERAGE RATIO.  As at the end of any fiscal quarter, the ratio of (a)
the consolidated Funded Debt of the Parent and its Subsidiaries at  the end
of the fiscal quarter of the Parent ending on such date to (b) Consolidated
EBITDA  of  the Parent and its Subsidiaries for the period of the four  (4)
consecutive fiscal  quarters  of  the Parent ending on such date; PROVIDED,
that for purposes of calculating the  Leverage Ratio for the fiscal quarter
of the Parent ending on (i) September 30,  1999,  Consolidated EBITDA shall
be the Consolidated EBITDA for the fiscal quarter then ending multiplied by
four  (4),  (ii)  December  31,  1999,  Consolidated EBITDA  shall  be  the
Consolidated EBITDA for the period of the  two  fiscal quarters then ending
multiplied by two (2), and (iii) March 31, 2000,  consolidated EBITDA shall
be the Consolidated EBITDA for the period of the three fiscal quarters then
ending  multiplied  by one and one-third (1 1/3); PROVIDED,  FURTHER,  when
calculating the Leverage  Ratio  for  any Test Period in which a Triggering
Acquisition occurred, the calculation of  the  Leverage Ratio shall be made
on  a Pro Forma Basis.

     LOAN DOCUMENTS.  Collectively, this Agreement,  the  Notes, the Letter
of Credit Applications, the Letters of Credit, the Security  Documents, the
Assignment, the Fee Letter and any other documents contemplated  by  any of
the foregoing or executed in connection with any of the foregoing.

     LOAN REQUEST.  See SECTION 2.6 hereof.

     LOANS.   Loans  made  or  to  be  made  by  the Banks to the Borrowers
pursuant to SECTION 2 hereof.

     MAINTENANCE  CAPITAL EXPENDITURES.  Capital Expenditures  incurred  in
connection with the  maintenance, repair, or dry-docking of, and inspection
costs relating to, Vessels which are owned by the Borrowers.

     MAJORITY BANKS.   As of any date, the Banks holding at least fifty-one
percent (51%) of the outstanding  principal  amount  of  the  Notes on such
Date;  and  if no such principal is outstanding, the Banks whose  aggregate
Commitment Percentages  on such date together constitute at least fifty-one
percent (51%) of the Total Commitment.

     MARINE ASSETS.  As defined in the preamble.

     MARINE OPERATORS.  As defined in the preamble.

     MATERIAL  ADVERSE EFFECT.   (i)  material  adverse  change  in,  or  a
material adverse  effect  upon,  the  operations,  business,  properties or
financial condition of (x) the Parent, the Borrowers and their Subsidiaries
taken as a whole, or (y) the Parent, the Borrowers and the Guarantors taken
as a whole; (ii) a material impairment of the ability of any of the Parent,
either Borrower or any Guarantor to perform under any Loan Document  and to
avoid  any  Default;  or  (c) a material adverse effect upon the rights and
remedies of the Administrative  Agent, the Issuing Bank and the Banks under
any Loan Document.

     MATURITY DATE.  The earlier  of  (i) July 19, 2002 or (ii) the date on
which the Banks' Commitments terminate in accordance with the provisions of
this Agreement.

     MAXIMUM CREDIT EXPOSURE.  As of any date of determination, the greater
of (a) the Total Commitment and (b) the  sum  of (i) the Outstanding Loans,
plus (ii) the Maximum Drawing Amount, plus (iii)  all  Unpaid Reimbursement
Obligations, in each case, as of such date of determination.

     MAXIMUM DRAWING AMOUNT.  The sum of the maximum aggregate  amount from
time  to time that the beneficiaries may draw under outstanding Letters  of
Credit,  as such aggregate amount may be reduced from time to time pursuant
to the terms of the Letters of Credit.

     MORTGAGED  VESSELS.   US  Flag  Vessels  that  are subject to a Vessel
Mortgage.

     MULTIEMPLOYER  PLAN.   Any multiemployer plan within  the  meaning  of
Section 3(37) of ERISA maintained  or  contributed  to  by  a Borrower, the
Parent or any ERISA Affiliate.

     NET  INCOME.  The consolidated net income (or deficit) of  the  Parent
and its Subsidiaries,  after  deduction  of  all  expenses, taxes and other
proper charges, determined in accordance with generally accepted accounting
principles,  after  eliminating  therefrom  all extraordinary  nonrecurring
items of income or loss.

     NOTES.  See SECTION 2.4.

     OBLIGATIONS.  All indebtedness, obligations  and liabilities of any of
the  Parent,  the  Borrowers or the Guarantors to any  of  the  Banks,  the
Issuing Bank and the  Administrative  Agent,  individually or collectively,
existing  on the date of this Agreement or arising  thereafter,  direct  or
indirect, joint  or  several, absolute or contingent, matured or unmatured,
liquidated or unliquidated,  secured  or  unsecured,  arising  by contract,
operation of law or otherwise, arising or incurred under this Agreement  or
the  other  Loan  Documents  or  in  respect  of  any  of the Loans made or
Reimbursement  Obligations incurred or any other instruments  at  any  time
evidencing any thereof.

     OECD.  See SECTION 9.3(B).

     OPERATING CASH  FLOW.   With  respect to any Person and any particular
fiscal period, an amount equal to (a)  such  Person's  Net  Income for such
period, plus (b) all interest expense for such period, plus (c)  all income
tax  expense  for  such  period, plus (d) all depreciation and amortization
charges for such period, less (e) without duplication, the aggregate amount
of cash taxes paid by such  Person  with  respect  to such period, less (f)
that portion of Capital Expenditures made by such Person during such period
for  the  maintenance,  repair,  or  dry-docking of, and  inspection  costs
relating to, Capital Assets.

     OUTSTANDING.  With respect to any Loan, the aggregate unpaid principal
thereof as of any date of determination.

     PARENT  GUARANTY.   The  guaranty agreement  dated  as  of  even  date
herewith, from the Parent to the Administrative Agent and each of the Banks
and the Issuing Bank, as amended,  supplemented,  modified or restated with
the consent of the Banks and in effect from time to time.

     PBGC.   The Pension Benefit Guaranty Corporation  created  by  Section
4002  of  ERISA  and  any  successor  entity  or  entities  having  similar
responsibilities.

     PERFECTION  CERTIFICATES.   The  Perfection Certificates as defined in
the Security Agreement.

     PERMITTED ACQUISITION.  The acquisition  by  any  Person,  whether  by
purchase,  lease  or otherwise, of any Person or specified group of assets;
provided that such Person is engaged, or such assets are used in, a line of
business substantially  similar to the business now conducted by the Person
making such acquisition.

     PERMITTED EQUITY ISSUANCE.  The issuance by the Parent of common stock
or convertible preferred  stock;  PROVIDED  that  the  terms  of  any  such
convertible   preferred   stock   shall  be  approved  in  writing  by  the
Administrative Agent.

     PERMITTED LIENS.  Liens, security  interests  and  other  encumbrances
permitted by SECTION 9.2 hereof.

     PERSON.     Any    individual,   corporation,   partnership,   limited
partnership,  limited liability  company,  limited  liability  partnership,
trust, unincorporated association, business, or other legal entity, and any
government or any governmental agency or political subdivision thereof.

     PRICING GRID.   The  annualized rates (stated in terms of basis points
("bps")) set forth below which  shall  be  computed as of the first of each
calendar  quarter  during the term hereof for  the  Applicable  Margin  and
Commitment Fee based  upon  the  Leverage  Ratio computed at the end of the
immediately preceding quarter as follows:

<TABLE>
<CAPTION>

    LEVEL         LEVERAGE RATIO        BASE RATE LOAN      EUROCURRENCY RATE       COMMITMENT
                                             (BPS)             LOAN (BPS)            FEE (BPS)
     <S>     <C>                             <C>                 <C>                   <C>
      I           less than 1.75x            25.0                125.0                 25.0
     II       1.75x or more but less         25.0                150.0                 25.0
                    than 2.25x
     III      2.25x or more but less         37.5                175.0                 37.5
                    than 2.75x
     IV       2.75x or more but less         37.5                200.0                 37.5
                    than 3.25x
      V       3.25x or more but less         50.0                225.0                 50.0
                    than 4.50x
     VI       4.50x or more but less         50.0                250.0                 50.0
                    than 6.00x
     VII         6.00x or greater            75.0                275.0                 50.0
</TABLE>

     If usage exceeds $35,000,000 at any time the Leverage Ratio is 6.00 to
1.00 or greater,  the  Applicable  Margin  for Eurocurrency Rate Loans will
increase to 300.00 basis points.  For  purposes  of  this  definition Usage
shall equal the sum of Outstanding Loans, Maximum Drawing Amount and Unpaid
Reimbursement Obligations.

     The  Applicable  Margin and the Commitment Fee shall be determined for
each period commencing on an Adjustment Date through  the  date immediately
preceding  the next Adjustment Date (each a "Rate Adjustment Period"),  the
Applicable Margin or Commitment Fee, as applicable, shall be the applicable
percentage set forth on the Pricing Grid with respect to the Leverage Ratio,
calculated on  a  Pro  Forma  Basis,  if  applicable,  as of the end of the
fiscal quarter of  the  Borrowers  immediately  preceding  the  date of the
Compliance Certificate relating  to  such Adjustment Date.  If the Borrower
shall fail to deliver any Compliance Certificate pursuant to <section>8.4(c)
hereof, then, for  the  period  commencing  on  the  date  such  Compliance
Certificate was due pursuant to <section>8.4(c) through the Adjustment Date
immediately  following  the  date  on  which such Compliance Certificate is
delivered, the  Applicable  Margin  and  the Commitment Fee  shall  be that
corresponding to Level  VII  of   the  Pricing  Grid.  Notwithstanding  the
foregoing, the  Applicable  Margin  and  Commitment  Fee shall  be  set  at
Level VII from  the  Closing Date until the first Adjustment Date occurring
after the Closing Date.

     PRO  FORMA BASIS.  Following a Triggering Acquisition, the calculation
of the Funded  Debt  and  EBITDA  components  of the Leverage Ratio for the
fiscal quarter in which such Triggering Acquisition  occurred  and  each of
the three fiscal quarters immediately following such Triggering Acquisition
with  reference  to the audited historical financial results of the Person,
business,  division   or  group  of  assets  acquired  in  such  Triggering
Acquisition  (or if such  audited  historical  financial  results  are  not
available, such  management prepared financial statements as are reasonably
acceptable to the Administrative Agent) and the Parent and its Subsidiaries
for the applicable  Test Period after giving effect on a pro forma basis to
such Triggering Acquisition  and  assuming that such Triggering Acquisition
had  been  consummated  at  the  beginning  of  such  Test  Period.   Other
reasonable cost savings, expenses  and  other income statement or operating
statement adjustments which are attributable  to  the  change  in ownership
and/or  management  resulting  from such Triggering Acquisition as  may  be
approved by the Administrative Agent  in  writing (which approval shall not
be unreasonably withheld) shall also be deemed to have been realized on the
first day of the Test Period.

     PROPERTY.   Any interest in any kind of  property  or  asset,  whether
real, personal or mixed, tangible or intangible.

     RECORD.  The  grid  attached  to  a  Note, or the continuation of such
grid, or any other similar record, including  computer  records, maintained
by any Bank with respect to any Loan referred to in such Note.

     REIMBURSEMENT OBLIGATION.  The Borrowers' obligation  to reimburse the
Issuing  Bank and the Banks on account of any drawing under any  Letter  of
Credit as provided in SECTION 3.2.

     RESTRICTED  SUBSIDIARY.   A  Subsidiary  of the Parent designated as a
"Restricted Subsidiary" under the Indentures relating to the Senior Notes.

     SECTION  20  SUBSIDIARY.   A Subsidiary of the  bank  holding  company
controlling any Bank, which Subsidiary  has  been  granted authority by the
Federal  Reserve  Board  to  underwrite  and  deal  in  certain  Ineligible
Securities.

     SECURITY AGREEMENT.  The Third Amended and Restated Security Agreement
dated  as of even date herewith among the Borrowers and the  Administrative
Agent, as  the  same may be amended, supplemented, modified or restated and
in effect from time to time.

     SECURITY DOCUMENTS.  The Security Agreement, the Vessel Mortgages, the
Guaranties, all guaranties delivered to the Administrative Agent, the Banks
and the Issuing Bank  pursuant  to SECTION 8.14 hereof, and all instruments
and documents required to be delivered  pursuant  thereto, in each case, as
the  same may be amended and in effect from time to  time,  and  any  other
document  or  instrument  which purports to secure or assure payment of the
Obligations.

     SENIOR NOTES.  The 8 1/2%  Senior  Notes due 2005 of the Parent, in an
aggregate principal amount not to exceed  $280,000,000,  guaranteed  by the
Borrowers  and  issued  pursuant  to  such documentation as shall have been
previously delivered to, and approved by, the Administrative Agent.

     SUBSIDIARY.  Any corporation, association,  trust,  or  other business
entity  of  which  the designated parent shall at any time own directly  or
indirectly through a  Subsidiary  or  Subsidiaries  at least a majority (by
number  of  votes) of the outstanding voting stock or other  voting  equity
interests.

     TANGIBLE  NET WORTH.  With respect to the Parent and the Borrowers, an
amount equal to  Consolidated  shareholders'  equity  minus  the  aggregate
amount of any treasury stock any intangible assets and any obligations  due
from stockholders/employees and/or affiliates determined in accordance with
generally accepted accounting principles.

     TEST  PERIOD.   The period of four (4) fiscal quarters included in any
calculation of the Leverage Ratio.

     TITLE 11 SUBSIDIARY.   Trico  Marine  International, Inc., the special
purpose Subsidiary of the Parent which was formed  for  the  purpose of the
ownership  and  operation  of the Stillwater River, Hondo River and  Spirit
River vessels.

     TOTAL COMMITMENT.  The  sum  of  the  Commitments  of  the Banks as in
effect from time to time.

     TOTAL  DEBT SERVICE.  For any fiscal period of any Person,  an  amount
equal to (a) the Total Financial Obligations of such Person for such period
plus (b) the Total Interest Expense of such Person for such period, in each
case determined in accordance with generally accepted accounting principles
consistently applied.

     TOTAL FINANCIAL  OBLIGATIONS.   With  respect to any fiscal period and
any Person, an amount equal to the sum of all principal payments (including
the principal portion of Capitalized Lease payments)  on  Funded  Debt that
become  due  and payable or that are to become due and payable during  such
fiscal period  pursuant to any agreement or instrument to which such Person
is a party.  Demand  obligations  shall  be  deemed  to  be due and payable
during any fiscal period during which such obligations are outstanding.

     TOTAL  INTEREST  EXPENSE.   For  any  period and with respect  to  any
Person, the aggregate amount of interest required  to  be  paid  in cash by
such  Person  during  such  period  on  all  Indebtedness  of  such  Person
outstanding  during  all  or any part of such period, whether such interest
was or is required to be reflected  as  an  item of expense or capitalized,
including payments consisting of interest in  respect of Capitalized Leases
and including commitment fees, agency fees, facility  fees and similar fees
or expenses in connection with the borrowing of money, but, with respect to
the Borrowers, excluding the Closing Fees.

     TRICO  SHIPPING.   Trico  Shipping AS, a Norwegian corporation  and  a
Subsidiary of the Parent.

     TRICO SUPPLY.  Trico Supply  ASA,  a  Norwegian  joint  stock  company
(registration number 976853938) and a Subsidiary of the Parent.

     TRIGGERING  ACQUISITION.   The acquisition by the Parent, the Borrower
or any of its Subsidiaries of any  Person,  business, division or specified
group of assets after the Closing Date involving  consideration  paid or to
be  paid  by  the  Parent,  the  Borrower  and  its Subsidiaries (including
assumption of liabilities) in one or a series of  transactions in excess of
$10,000,000.

     TYPE.   As  to  any  Loan,  its  nature  as  a  Base Rate  Loan  or  a
Eurocurrency Rate Loan.

     UNIFORM  CUSTOMS.  With respect to any Letter of Credit,  the  Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce  Publication No.  500, or any successor version thereof
adopted by the Administrative  Agent in the ordinary course of its business
as a letter of credit issuer and  in effect at the time of issuance of such
Letter of Credit.

     UNPAID REIMBURSEMENT OBLIGATION.   Any  Reimbursement  Obligation  for
which  the Borrowers do not reimburse the Issuing Bank and the Banks on the
date specified in, and in accordance with, SECTION 3.2.

     US FLAG VESSELS.  See SECTION 7.24(a).

     US  VESSEL  MORTGAGE.   The Third Amended and Restated First Preferred
Fleet Mortgage with respect to  certain of the US Flag Vessels, dated as of
even date herewith, as may be further  amended,  supplemented,  modified or
restated and in effect from time to time.

     VESSEL MORTGAGES.  Collectively, the US Vessel Mortgage and  any other
vessel mortgage from either of the Borrowers or any other Subsidiary of the
Parent to the Administrative Agent for the benefit of any of the Banks.

     VESSEL(S).    Collectively,   all  vessels  owned  by  either  of  the
Borrowers, from time to time, including,  without  limitation those vessels
listed on SCHEDULE 7.24 and individually, any of such vessels.

     WELLS FARGO.  Wells Fargo Bank (Texas), National  Association  in  its
individual capacity.

     YEAR 2000 COMPLIANT.  See SECTION 7.25 hereof.

     SECTION 1.2  RULES OF INTERPRETATION.

          (a)  A  reference to any document or agreement shall include such
document or agreement  as  amended,  modified  or supplemented from time to
time in accordance with its terms and the terms  of this Agreement, (b) the
singular includes the plural and the plural includes  the  singular,  (c) a
reference  to  any  law includes any amendment or modification to such law,
(d)  a  reference to any  Person  includes  its  permitted  successors  and
permitted  assigns,  (e) accounting terms not otherwise defined herein have
the meanings assigned  to  them by generally accepted accounting principles
applied on a consistent basis by the accounting entity to which they refer,
(f) the words "include", "includes"  and  "including" are not limiting, (g)
all  terms  not  specifically  defined  herein  or  by  generally  accepted
accounting principles, which terms are defined in  the  Uniform  Commercial
Code as in effect in Texas, have the meanings assigned to them therein, (h)
reference  to  a  particular  "Section"  refers  to  that  section  of this
Agreement  unless  otherwise  indicated,  (i) the words "herein", "hereof",
"hereunder" and words of like import shall  refer  to  this  Agreement as a
whole  and not to any particular section or subdivision of this  Agreement,
and (j)  the  phrase "jointly and severally" as used herein shall mean, for
purposes of Louisiana law, "jointly and severally and solidarily".

     SECTION 2. THE REVOLVING CREDIT FACILITY.

     SECTION 2.1 COMMITMENT  TO  LEND.  Subject to the terms and conditions
set forth in this Agreement, each  of the Banks severally agrees to lend to
the Borrowers and the Borrowers may  borrow,  repay, and reborrow from time
to time between the Closing Date and the Maturity  Date  upon notice by the
Borrowers to the Administrative Agent given in accordance with SECTION 2.6,
such  sums  as  are  requested  by the Borrowers up to a maximum  aggregate
principal amount outstanding (after giving effect to all amounts requested)
at  any  one  time  equal  to such Bank's  Commitment,  minus  such  Bank's
Commitment Percentage of the  sum  of  the  Maximum  Drawing Amount and all
Unpaid Reimbursement Obligations; provided that after  giving effect to all
amounts requested (i) the sum of the outstanding amount  of  the Loans plus
the  Maximum Drawing Amount and all Unpaid Reimbursement Obligations  shall
not at  any  time exceed the lesser of (a) the Total Commitment and (b) the
amount to which the Borrowers' secured Obligations are limited as set forth
in the proviso contained in SECTION 6 hereof; and (ii) the Borrowers are in
compliance with  the  covenant contained in SECTION 10.4 hereof.  The Loans
shall  be  made  pro  rata   in  accordance  with  each  Bank's  Commitment
Percentage.   Each  request  for   a  Loan  hereunder  shall  constitute  a
representation and warranty by the Borrowers  that the conditions set forth
in SECTION 11 and SECTION 12 hereof, in the case of the initial Loans to be
made on the Closing Date, and SECTION 12 hereof,  in  the case of all other
Loans, have been satisfied on the date of such request.  The parties hereto
hereby  agree  that,  on and as of the Closing Date, the loans  outstanding
under the Existing Credit Agreement shall become Loans hereunder.

     SECTION 2.2 COMMITMENT FEE. The Borrowers hereby jointly and severally
agree to pay to the Administrative  Agent  for the accounts of the Banks in
accordance with their respective Commitment  Percentages  a  commitment fee
(the "Commitment Fee") at the rate per annum equal to the amount  set forth
on  the  Pricing  Grid  as  the  Commitment Fee on the average daily amount
during each calendar quarter or portion  thereof  from  Closing Date to the
Maturity  Date  by  which  the  Total  Commitment  exceeds the sum  of  the
outstanding principal amount of Loans, plus the Maximum  Drawing Amount and
all Unpaid Reimbursement Obligations.  The Commitment Fee  shall be payable
quarterly in arrears on the last Business Day of each calendar  quarter for
the  immediately  preceding  calendar quarter commencing on the first  such
date following the Closing Date, with a final payment on the Maturity Date.

     SECTION 2.3  REDUCTION OF COMMITMENTS.

          (a)  The Borrowers shall have the right at any time and from time
to time on or before the Maturity  Date  upon five (5) Business Days' prior
written notice to the Administrative Agent  to  reduce  by  $5,000,000 or a
larger integral multiple of $2,500,000 or terminate entirely the unborrowed
portion  of  the Total Commitment, whereupon the Commitments of  the  Banks
shall be reduced  pro  rata  in accordance with their respective Commitment
Percentages of the amount specified  in such notice or, as the case may be,
terminated.  Promptly after receiving any notice of the Borrowers delivered
pursuant to this SECTION 2.3(a), the Administrative  Agent  will notify the
Banks  of  the  substance  thereof.   Upon  the effective date of any  such
reduction or termination, the Borrowers shall  pay  to  the  Administrative
Agent  for  the  respective  accounts of the Banks the full amount  of  any
Commitment Fee then accrued on  the  amount of the reduction, provided that
so long as the Total Commitment is not  terminated  entirely, the Borrowers
may  pay any such accrued Commitment Fee on the last Business  Day  of  the
then-current fiscal quarter.

          (b)  No  reduction  or  termination  of the Total Commitment once
made  may  be  revoked;  the  portion  of the Total Commitment  reduced  or
terminated may not be reinstated; and amounts in respect of such reduced or
terminated portion may not be reborrowed.

          (c)  Promptly after the effectiveness of any partial reduction in
the Total Commitment pursuant to this SECTION 2.3, the Administrative Agent
shall  distribute  to each Bank an updated  SCHEDULE  1.1  reflecting  such
reduction.

     SECTION 2.4 THE NOTES.

     The  Loans  shall  be  evidenced  by  separate  amended  and  restated
promissory notes of  the  Borrowers  in substantially the form of EXHIBIT A
hereto (each a "Note"), dated as of the  Closing  Date  and  completed with
appropriate  insertions.   One Note shall be payable to the order  of  each
Bank in a principal amount equal to such Bank's Commitment or, if less, the
outstanding amount of all Loans  made  by  such Bank, plus interest accrued
thereon, as set forth below.  The Borrowers irrevocably authorize each Bank
to make or cause to be made, at or about the  time  of the Drawdown Date of
any  Loan  or at the time of receipt of any payment of  principal  on  such
Bank's Note,  an appropriate notation on such Bank's Record with respect to
such Note reflecting  the  making  of such Loan or (as the case may be) the
receipt of such payment.  The outstanding  amount of the Loans set forth on
such Bank's Record with respect to such Note  shall be prima facie evidence
of the principal amount thereof owing and unpaid  to  such  Bank,  but  the
failure  to  record,  or any error in so recording, any such amount on such
Bank's Record shall not  limit  or  otherwise  affect the joint and several
obligations of the Borrowers hereunder or under  any  Note to make payments
of principal of or interest on any Note when due.

     SECTION 2.5 INTEREST ON LOANS. Except as otherwise provided in SECTION
5.8 hereof,

          (a)  Each Loan shall bear interest at the rate per annum equal to
the  lesser  of (i) the Base Rate or the Eurocurrency Rate  PLUS,  in  each
case, the Applicable  Margin,  as  set  forth  on  the  Pricing  Grid, then
applicable to such Loans or  (ii) the Highest Lawful Rate.

          (b)  The Borrowers jointly and severally promise to pay  interest
on  the outstanding amount of the Loans on each Interest Payment Date  with
respect thereto.  Interest shall also be paid on the date of any prepayment
of Loans  under  SECTION  2.13  or  2.14  for  the portions of the Loans so
prepaid and upon payment (including prepayment) in full thereof and, during
the existence of any Event of Default, interest  shall be paid on demand of
the Administrative Agent.

          (c)  Any change in the interest rate resulting  from  a change in
the Base Rate is to be effective at the beginning of the day of such change
in  the  Base  Rate.  The Administrative Agent will give the Banks and  the
Borrowers prompt notice in writing of any change in the Base Rate.

     SECTION 2.6 REQUESTS  FOR  LOANS.   The  Borrowers  shall  give to the
Administrative  Agent  written  notice in the form of EXHIBIT B hereto  (or
telephonic notice confirmed in a  writing  in the form of EXHIBIT B hereto)
of each Loan requested hereunder (a "Loan Request")  no  less  than (a) one
(1) Business Day prior to any Drawdown Date of any Loan that is a Base Rate
Loan or (b) three (3) Eurocurrency Business Days prior to any Drawdown Date
of  any  Loan  that  is  a Eurocurrency Rate Loan.  Each such notice  shall
specify (i) the principal  amount  of the Loan requested, (ii) the proposed
Drawdown Date of such Loan, (iii) the  Interest  Period  for such Loan, and
(iv) the Type of such Loan.  Promptly upon receipt of any  such notice, the
Administrative  Agent  shall notify each of the Banks thereof.   Each  such
notice shall be irrevocable and binding on the Borrowers and shall obligate
the Borrowers to accept  the  Loan requested from the Banks on the proposed
Drawdown Date thereof.  Each Loan  Request  shall be in a minimum aggregate
amount of $2,000,000 or a larger integral multiple of $250,000.

     SECTION 2.7 LOANS TO COVER REIMBURSEMENT OBLIGATIONS.  Notwithstanding
the notice and minimum amount requirements set  forth  in  SECTION 2.6, the
Banks  shall,  subject  to  the  satisfaction  of the conditions set  forth
herein, make Loans to the Borrowers on the date  that  any  draft presented
under any Letter of Credit is honored by the Issuing Bank, or  any  date on
which the Issuing Bank otherwise makes a payment with respect thereto in an
amount  sufficient  to  pay  in full the obligations of the Borrowers under
SECTION 3.2 in respect of the  honor  of  such  draft or the making of such
payment.  The Borrowers hereby request and authorize the Banks to make from
time to time such Loans by means of appropriate entries  in  the  books and
records of the Banks and the proceeds of such Loans shall be payable to the
Issuing Bank.  The Borrowers acknowledge and agree that the making  of such
Loans shall, in each case, be subject in all respects to the provisions  of
this  Agreement as if they were Loans requested pursuant to a Loan Request,
including the limitations set forth in SECTION 2.1 and the requirement that
the applicable  provisions  of  SECTION  12  be satisfied.  Absent manifest
error on the part of the Banks, all actions taken  by the Banks pursuant to
the provisions of this SECTION 2.7 shall be conclusive  and  binding on the
Borrowers.   Loans  made  pursuant  to this SECTION 2.7 shall be Base  Rate
Loans (subject to conversion pursuant to SECTION 2.8 hereof) and shall bear
interest at the rate provided for Loans in SECTION 2.5 hereof.  Each of the
Banks hereby acknowledges and agrees  that (i) a Loan made pursuant to this
SECTION 2.7 shall be subject in all respects  to  the  provisions  of  this
Agreement  (including, without limitation, SECTION 2.9 hereof) and (ii) the
obligation of  each  Bank  to  make  Loans  under  this Section shall be in
accordance  with the amount of such Bank's Commitment  Percentage  of  such
Loan.

     SECTION 2.8 ELECTION  OF  EUROCURRENCY  RATE;   NOTICE   OF   ELECTION;
INTEREST PERIODS; MINIMUM AMOUNTS.

          (a)  At the Borrowers' option, so long as no Event of Default has
occurred and is then continuing, the Borrowers may (i) elect to convert any
Base Rate Loan  or  a  portion thereof to a Eurocurrency Rate Loan, (ii) at
the time of any Loan Request  specify  that  such requested Loan shall be a
Eurocurrency Rate Loan, or (iii) upon expiration of the applicable Interest
Period,  elect  to maintain an existing Eurocurrency  Rate  Loan  as  such,
provided in each  case  that the Borrowers shall give notice thereof to the
Administrative Agent pursuant  to  SECTION  2.8(b).   Upon  determining any
Eurocurrency Rate, the Administrative Agent shall forthwith provide  notice
thereof  to  the  Borrowers  and  the  Banks,  and  each such notice to the
Borrowers  shall  be  considered  prima facie correct and  binding,  absent
manifest error.

          (b)  Three (3) Eurocurrency  Business Days prior to the making of
any Eurocurrency Rate Loan or the conversion  of  any  Base  Rate Loan to a
Eurocurrency Rate Loan, or, in the case of an outstanding Eurocurrency Rate
Loan, the expiration date of the applicable Interest Period, the  Borrowers
shall give written notice to the Administrative Agent, not later than  8:00
a.m.   (San  Francisco  time) of their election pursuant to SECTION 2.8(a).
Each such notice delivered  to  the  Administrative Agent shall specify the
aggregate principal amount of applicable Loans to be borrowed or maintained
as or converted to Eurocurrency Rate Loans  and  the  requested duration of
the Interest Period that will be applicable to such Eurocurrency Rate Loan,
and shall be irrevocable and binding upon the Borrowers.   If the Borrowers
shall  fail  to  give  the  Administrative  Agent notice of their  election
hereunder,  together  with all of the other information  required  by  this
SECTION 2.8(b), with respect to any Loan, whether at the end of an Interest
Period or otherwise, such  Loan  shall  be  deemed  a  Base Rate Loan.  The
Administrative  Agent  shall promptly notify the Banks in  writing  (or  by
telephone confirmed in writing or by facsimile) of any such election.

          (c)  Notwithstanding   anything   herein  to  the  contrary,  the
Borrowers may not specify an Interest Period  with  respect  to  all or any
portion of any Loan that would extend beyond the Maturity Date.

          (d)  No  conversion  of  Loans  pursuant to this SECTION 2.8  may
result  in  a  Eurocurrency  Rate Loan with a principal  amount  less  than
$2,000,000.

          (e)  No  more than six  (6)  Eurocurrency  Rate  Loans  shall  be
outstanding at any one time.

     SECTION 2.9 FUNDS FOR LOANS.

     SECTION 2.9.1.   FUNDING  PROCEDURES.   Not later than 8:00 a.m.  (San
Francisco time) on (i) the proposed Drawdown Date of any Loans, or (ii) the
date that any draft presented under any Letter  of Credit is honored by the
Administrative  Agent,  or  on any date on which the  Administrative  Agent
otherwise makes payment with  respect  thereto, and in connection therewith
the  Administrative  Agent  makes Loans on  behalf  of  the  Banks  to  the
Borrowers pursuant to SECTION  2.7  hereof,  each  of  the  Banks will make
available to the Administrative Agent, at 201 Third Street, San  Francisco,
California   94103,  in  immediately  available  funds,  the amount of such
Bank's Commitment Percentage of such Loans made or to be made on such date.
Upon  receipt  from  each  Bank  of  such amount, and upon receipt  of  the
documents required by SECTION 11 and 12  hereof and the satisfaction of the
other  conditions  set  forth  therein,  to  the   extent  applicable,  the
Administrative  Agent  will make available to the Borrowers  the  aggregate
amount of such Loans made  available  to  the  Administrative  Agent by the
Banks.   The  failure  or  refusal  of  any  Bank to make available to  the
Administrative Agent at the aforesaid time and  place  on any Drawdown Date
the amount of its Commitment Percentage of the requested  Loans  shall  not
relieve  any  other  Bank  from  its  several  obligation hereunder to make
available  to  the Administrative Agent the amount  of  such  other  Bank's
Commitment Percentage of any requested Loans.

     SECTION 2.9.2.   ADVANCES BY ADMINISTRATIVE AGENT.  The Administrative
Agent may, unless notified  to the contrary by any Bank prior to a Drawdown
Date  of  a  Loan,  assume  that  such  Bank  has  made  available  to  the
Administrative  Agent on such Drawdown  Date  the  amount  of  such  Bank's
Commitment Percentage  of  the  Loans to be made on such Drawdown Date, and
the Administrative Agent may (but it shall not be required to), in reliance
upon  such assumption, make available  to  the  Borrowers  a  corresponding
amount.   If  any  Bank  makes  available  to the Administrative Agent such
amount  on a date after such Drawdown Date, such  Bank  shall  pay  to  the
Administrative  Agent  on  demand an amount equal to the product of (a) the
average computed for the period  referred  to  in  clause (c) below, of the
weighted average interest rate paid by the Administrative Agent for federal
funds acquired by the Administrative Agent during each day included in such
period, times (b) the amount of such Bank's Commitment  Percentage  of such
Loans,  times (c) a fraction, the numerator of which is the number of  days
that shall  have  elapsed from and including such Drawdown Date to the date
on which the amount  of  such  Bank's  Commitment  Percentage of such Loans
shall  become immediately available to the Administrative  Agent,  and  the
denominator  of  which  is  365.   A  statement of the Administrative Agent
submitted  to  such  Bank with respect to  any  amounts  owing  under  this
paragraph shall be prima  facie evidence of the amount due and owing to the
Administrative Agent by such Bank.  If the amount of such Bank's Commitment
Percentage of such Loans is  not made available to the Administrative Agent
by such Bank within three (3)  Business  Days following such Drawdown Date,
the Administrative Agent shall be entitled  to recover such amount from the
Borrowers on demand, with interest thereon at the rate per annum applicable
to Base Rate Loans made on such Drawdown Date.

     SECTION 2.10 INTENTIONALLY OMITTED.

     SECTION 2.11 INTENTIONALLY OMITTED.

     SECTION 2.12 MATURITY OF THE LOANS. The Loans shall be due and payable
on the Maturity Date.  The Borrowers hereby jointly  and  severally promise
to pay to the Administrative Agent for the pro rata accounts  of the Banks,
and there shall become absolutely due and payable on the Maturity Date, all
of the Loans outstanding on the Maturity Date.

     SECTION 2.13 MANDATORY REPAYMENTS OF LOANS. If at any time (i) the sum
of  the  outstanding  principal  amount  of  the Loans, the Maximum Drawing
Amount  and  all  Unpaid  Reimbursement  Obligations   exceeds   the  Total
Commitment  or  (ii)  the Borrowers are not in compliance with the covenant
contained in SECTION 10.4  hereof; then the Borrowers shall immediately pay
the amount of such excess or  the amount which would cause the Borrowers to
be in compliance with such covenant  to  the  Administrative  Agent for the
respective  accounts  of  the Banks for application:  first, to any  Unpaid
Reimbursement Obligations;  second,  to the Loans; and third, to provide to
the Administrative Agent cash collateral  for  Reimbursement Obligations as
contemplated  by  SECTION  3.2(b)  and  (c).  Each payment  of  any  Unpaid
Reimbursement Obligations or prepayment of  Loans  shall be allocated among
the Banks, in proportion, as nearly as practicable,  to  each Reimbursement
Obligation owing to each such Bank or (as the case may be)  the  respective
unpaid  principal  amount of the Loans owing to such Bank, with adjustments
to the extent practicable  to equalize any prior payments or repayments not
exactly in proportion.

     SECTION 2.14 OPTIONAL REPAYMENTS OF LOANS.  The  Borrowers  shall have
the right, at their election, to repay the outstanding amount of the Loans,
as a whole  or  in part,  at any  time without penalty or premium, provided
that the full or partial prepayment of the Outstanding  amount  of any Loan
that is a Eurocurrency Rate Loan pursuant to this SECTION 2.14 may  be made
only on the last day of the Interest Period relating thereto. The Borrowers
shall give the Administrative Agent, no later than 8:00 a.m., San Francisco
time, at least one (1)  Business Day's prior written notice of any proposed
repayment of a Loan that is a Base Rate Loan pursuant to this SECTION 2.14,
and three (3) Eurocurrency  Business  Days'  prior  written  notice  of any
proposed  repayment of a Loan that is a Eurocurrency Rate Loan pursuant  to
this SECTION  2.14, in each case specifying the proposed date of payment of
such Loans and  the  principal  amount  to  be  paid.   Each  such  partial
prepayment  of  the  Loans  shall  be accompanied by the payment of accrued
interest on the principal repaid to the date of payment and shall be in the
minimum principal amount of $1,000,000  or  a  larger  integral multiple of
$250,000.  Each partial prepayment shall be allocated among  the  Banks, in
proportion,  as  nearly  as practicable, to the respective unpaid principal
amount of each Bank's Note,  with  adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.

     SECTION 3. LETTERS OF CREDIT.

     SECTION 3.1 LETTER OF CREDIT COMMITMENT.

     SECTION 3.1.1.  COMMITMENT TO ISSUE LETTERS OF CREDIT.  Subject to the
terms and conditions hereof and the execution and delivery by the Borrowers
of a letter of credit application on  the  Issuing Bank's customary form (a
"Letter  of Credit Application") the Issuing  Bank  in  reliance  upon  the
agreement   of   the  Banks  set  forth  in  SECTION  3.1.4  and  upon  the
representations and warranties of the Borrowers contained herein, agrees to
issue, extend and  renew for the account of the Borrowers from time to time
from the Closing Date  to  the  date  which  is fourteen (14) Business Days
prior to the Maturity Date one or more standby  letters  of  credit  (each,
individually, a "Letter of Credit"), in such form as may be requested  from
time  to time by the Borrowers and agreed to by the Issuing Bank; provided,
however,  that,  after  giving  effect  to such request, (a) the sum of the
aggregate Maximum Drawing Amount and all  Unpaid  Reimbursement Obligations
shall not exceed Twenty Million Dollars ($20,000,000)  at any one time, (b)
the  sum  of (i) the Maximum Drawing Amount, (ii) all Unpaid  Reimbursement
Obligations, and (iii) the amount of all Loans Outstanding shall not exceed
the Total Commitment or, if less the amount to which the Borrowers' secured
Obligations  are limited as set forth in the proviso contained in SECTION 6
hereof and (c)  the Borrowers are in compliance with the covenant contained
in SECTION 10.4 hereof.

     SECTION 3.1.2.   LETTER OF CREDIT APPLICATIONS.  Each Letter of Credit
Application shall be completed to the satisfaction of the Issuing Bank.  In
the event that any provision  of  any Letter of Credit Application shall be
inconsistent with any provision of  this  Agreement, then the provisions of
this Agreement shall, to the extent of any such inconsistency, govern.

     SECTION 3.1.3.  TERMS OF LETTERS OF CREDIT.   Each  Letter  of  Credit
issued,  extended  or  renewed  hereunder  shall,  among  other things, (a)
provide for the payment of sight drafts for honor thereunder when presented
in accordance with the terms thereof and when accompanied by  the documents
described therein, (b) have an original expiry date no later than  the date
which is three hundred sixty-five (365) days from the date of issuance  and
(c)  have a final expiry date no later than the date which is fourteen (14)
Business Days prior to the Maturity Date.  Each Letter of Credit so issued,
extended or renewed shall be subject to the Uniform Customs.

     SECTION   3.1.4.   REIMBURSEMENT  OBLIGATIONS  OF  BANKS.   Each  Bank
severally agrees  that it shall be absolutely liable, without regard to the
occurrence of any Default  or  Event  of  Default  or  any  other condition
precedent  whatsoever, to the extent of such Bank's Commitment  Percentage,
to reimburse  the  Issuing Bank on demand for the amount of each draft paid
by the Issuing Bank  under  each  Letter  of Credit to the extent that such
amount is not reimbursed by the Borrowers pursuant  to  SECTION  3.2  (such
agreement   for   a   Bank  being  called  herein  the  "Letter  of  Credit
Participation" of such Bank).

     SECTION 3.1.5.  PARTICIPATIONS  OF BANKS.  Each such payment made by a
Bank in respect of a Letter of Credit Participation shall be treated as the
purchase  by  such  Bank  of a participating  interest  in  the  Borrower's
Reimbursement Obligation under  SECTION  3.2  in  an  amount  equal to such
payment.   Each  Bank  shall  share  in  accordance  with its participating
interest in any interest which accrues pursuant to SECTION 3.2.

     SECTION 3.2 REIMBURSEMENT OBLIGATION OF THE BORROWERS.   In  order  to
induce the Issuing  Bank  to  issue, extend and renew each Letter of Credit
and  the  Banks  to participate therein,  the  Borrowers  hereby  agree  to
reimburse or pay to  the  Administrative  Agent,  for  the  account  of the
Issuing Bank or (as the case may be) the Banks, with respect to each Letter
of Credit issued, extended or renewed by the Issuing Bank hereunder,

          (a)  on  each date that any draft presented under such Letter  of
Credit is honored by the Issuing Bank or the Issuing Bank otherwise makes a
payment under or pursuant  to such Letter of Credit, (i) the amount paid by
the Issuing Bank under or pursuant  to  such  Letter of Credit and (ii) the
amount of any customary taxes, fees, charges or  other reasonable costs and
expenses whatsoever incurred by the Issuing Bank or  any Bank in connection
with any payment made by the Issuing Bank or any Bank  under,  or  pursuant
to,  such Letter of Credit (to the extent the reimbursement and payment  of
such taxes,  fees,  charges,  costs, or expenses are not otherwise provided
for elsewhere in this Agreement  and excluding therefrom any amount payable
to the Issuing Bank by a Bank pursuant to SECTION 3.3) (it being understood
that such payments under this Section  3.2(a)  to  the  Issuing Bank may be
made from the proceeds of a Loan made to the Borrowers pursuant  to SECTION
2.7);

          (b)  upon  the  reduction  (but  not  termination)  of  the Total
Commitment  to  an  amount  less than the Maximum Drawing Amount, an amount
equal to such difference, which  amount shall be held by the Administrative
Agent for the benefit of the Banks  and the Issuing Bank as cash collateral
for the Reimbursement Obligations; and

          (c)  upon  the  termination  of   the  Total  Commitment  or  the
acceleration of the Reimbursement Obligations  with  respect to all Letters
of  Credit  in  accordance  with SECTION 13, an amount equal  to  the  then
Maximum Drawing Amount, which  amount  shall  be held by the Administrative
Agent for the benefit of the Banks and the Issuing  Bank as cash collateral
for the Reimbursement Obligations.

Each such payment shall be made to the Administrative  Agent  at  201 Third
Street, San Francisco, California  94103, in immediately available funds or
(in the case of clause (a)) from the direct application of the proceeds  of
a  Loan  made  pursuant  to  SECTION  2.7  hereof.  Interest on any and all
amounts remaining unpaid by the Borrowers under  this  SECTION  3.2  at any
time  from  the date such amounts become due and payable (whether as stated
in this SECTION  3.2,  by  acceleration or otherwise) until payment in full
(whether before or after judgment)  shall  be payable to the Administrative
Agent on demand at the rate specified in SECTION  5.8 for overdue principal
of the Loans.

     SECTION 3.3 LETTER OF CREDIT PAYMENTS. If any draft shall be presented
or other demand for payment shall be made under any  Letter  of Credit, the
Issuing Bank shall notify the Borrowers of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to
pay such draft or honor such demand for payment.  If the Borrowers  fail to
reimburse the Issuing Bank as provided in SECTION 3.2 on or before the date
that  such draft is paid or other payment is made by the Issuing Bank,  the
Administrative  Agent or the Issuing Bank may at any time thereafter notify
the Banks of the  amount  of  any such Unpaid Reimbursement Obligation.  No
later  than  8:00 a.m.  (San Francisco  time)  on  the  Business  Day  next
following the receipt of such notice, each Bank shall make available to the
Administrative Agent at 201 Third Street, San Francisco, California  94103,
in immediately  available  funds, such Bank's Commitment Percentage of such
Unpaid Reimbursement Obligation,  together  with  an  amount  equal  to the
product  of  (a) the average, computed for the period referred to in clause
(c) below, of the weighted average interest rate paid by the Administrative
Agent for federal  funds  acquired  by the Administrative Agent during each
day included in such period, times (b)  the  amount  equal  to  such Bank's
Commitment Percentage of such Unpaid Reimbursement Obligation, times  (c) a
fraction,  the  numerator  of  which  is the number of days that shall have
elapsed  from  and  including the date the  Issuing  Bank  paid  the  draft
presented for honor or  otherwise  made  payment  to the date on which such
Bank's Commitment Percentage of such Unpaid Reimbursement  Obligation shall
become  immediately  available to the Issuing Bank, and the denominator  of
which is 360.  The responsibility  of the Issuing Bank to the Borrowers and
the Banks shall be only to determine  that  the  documents  (including each
draft)  delivered  under  each  Letter  of  Credit in connection with  such
presentment  shall  be  in conformity in all material  respects  with  such
Letter of Credit.

     SECTION 3.4 OBLIGATIONS  ABSOLUTE.  The  Borrowers'  obligations under
this  SECTION  3  shall  be  absolute and unconditional under any  and  all
circumstances and irrespective of the occurrence of any Default or Event of
Default or any condition precedent  whatsoever  or any setoff, counterclaim
or defense to payment which the Borrowers may have  or have had against the
Administrative Agent, the Issuing Bank, any Bank or any  beneficiary  of  a
Letter  of  Credit.   The  Borrowers  further agree with the Administrative
Agent, the Issuing Bank, and the Banks  that  the Administrative Agent, the
Issuing  Bank,  and  the  Banks  shall  not  be responsible  for,  and  the
Borrowers'  Reimbursement  Obligations  under  SECTION  3.2  shall  not  be
affected by, among other things, the validity or  genuineness  of documents
or of any endorsements thereon, even if such documents should in fact prove
to be in any or all respects invalid, fraudulent or forged, or any  dispute
between or among the Borrowers, the beneficiary of any Letter of Credit  or
any  financing institution or other party to which any Letter of Credit may
be transferred  or  any  claims  or  defenses  whatsoever  of the Borrowers
against  the  beneficiary  of any Letter of Credit or any such  transferee.
The Administrative Agent, the  Issuing  Bank,  and  the  Banks shall not be
liable  for  any  error,  omission,  interruption or delay in transmission,
dispatch  or delivery of any message or  advice,  however  transmitted,  in
connection  with any Letter of Credit.  The Borrowers agree that any action
taken or omitted  by the Administrative Agent, the Issuing Bank or any Bank
under or in connection  with  each  Letter of Credit and the related drafts
and documents, if done in good faith,  shall  be binding upon the Borrowers
and  shall not result in any liability on the part  of  the  Administrative
Agent,  the  Issuing  Bank  or any Bank to the Borrowers; provided that the
Administrative Agent, the Issuing  Bank,  or such Bank shall not be grossly
negligent in taking or omitting to take any such action.

     SECTION 3.5 RELIANCE BY ISSUER.  To the  extent  not inconsistent with
SECTION 3.4, the Issuing Bank shall be entitled to rely, and shall be fully
protected   in   relying  upon,  any  Letter  of  Credit,  draft,  writing,
resolution, notice,  consent,  certificate,  affidavit,  letter, cablegram,
telegram, telecopy, telex or teletype message, statement,  order  or  other
document  believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements
of legal counsel, independent accountants and other experts selected by the
Issuing Bank.   The  Issuing  Bank  shall  be fully justified in failing or
refusing to take any action under this Agreement unless it shall first have
received such advice or concurrence of the Majority  Banks as it reasonably
deems  appropriate  or  it  shall  first be indemnified to  its  reasonable
satisfaction by the Banks against any  and  all liability and expense which
may be incurred by it by reason of taking or  continuing  to  take any such
action.  The Issuing Bank shall in all cases be fully protected  in acting,
or  in  refraining  from acting, under this Agreement in accordance with  a
request of the Majority  Banks,  and  such  request and any action taken or
failure to act pursuant thereto shall be binding  upon  the  Banks  and all
future holders of the Notes or of a Letter of Credit Participation.

     SECTION 3.6 FEES.  The Borrowers shall pay to the Issuing Bank and the
Banks in respect of each Letter of Credit the following fees (collectively,
the  "Letter  of  Credit  Fees"):   (a) on the date of issuance and on each
anniversary of issuance of each Letter  of  Credit,  a  fee  payable to the
Administrative  Agent,  for  the  accounts of the Banks in accordance  with
their respective Commitment Percentages,  annually in advance, equal to the
Letter of Credit Rate then in effect per annum  on  the face amount of such
Letter of Credit provided that, if such Letter of Credit has an expiry date
that is less than one year from the date of the issuance  of such Letter of
Credit, such fee shall be multiplied by a fraction, the numerator  of which
is the number of days from the date of issuance to the expiry date of  such
Letter of Credit and the denominator of which is 365 and (b) on the date of
issuance,  and  at  the time of each extension or renewal of each Letter of
Credit, a fee payable  to  the  Administrative Agent for the account of the
Issuing Bank, equal to one- eighth  percent  (1/8%)  of  the face amount of
such  Letter  of  Credit  plus  the Issuing Bank's customary issuance  fee,
renewal fee or extension fee, as the case may be.

     SECTION 4. INTENTIONALLY OMITTED.

     SECTION 5. CERTAIN GENERAL PROVISIONS.

     SECTION 5.1 FEES. The Borrowers  jointly and severally agree to pay to
the Agents for their own accounts as set  forth therein on the dates as set
forth in the Fee Letter, the fees to be paid  on  such dates in the amounts
set forth in the Fee Letter (herein the "Closing Fees").

     SECTION 5.2  INTENTIONALLY OMITTED.

     SECTION 5.3  FUNDS FOR PAYMENTS.

     SECTION  5.3.1.  PAYMENTS TO ADMINISTRATIVE AGENT.   All  payments  of
principal, interest,  the  Reimbursement  Obligations, the Letter of Credit
Fees, the Commitment Fee, and any other amounts  due hereunder or under any
of  the  other  Loan  Documents  shall be made to the Administrative  Agent
(credit account 4081-657298, ref:   Syndic/WFBCorp/Trico  Marine),  for the
respective  accounts  of the Banks, the Issuing Bank and the Administrative
Agent, at the Administrative  Agent's head office or at such other location
that the Administrative Agent may from time to time designate, in each case
in immediately available funds.

     SECTION 5.3.2.  NO OFFSET, ETC.

          (a)  All payments by the Borrowers hereunder and under any of the
other Loan Documents shall be made  without setoff or counterclaim and free
and clear of and without deduction for  any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings,  compulsory loans, restrictions or
conditions  of  any  nature  now  or hereafter imposed  or  levied  by  any
jurisdiction  or  any political subdivision  thereof  or  taxing  or  other
authority therein unless  the  Borrowers  are compelled by law to make such
deduction  or  withholding.  If any such obligation  is  imposed  upon  the
Borrowers with respect  to  any amount payable by it hereunder or under any
of the other Loan Documents,  the  Borrowers will pay to the Administrative
Agent, for the account of the applicable Banks, and the Issuing Bank or (as
the case may be) the Administrative Agent, on the date on which such amount
is  due  and payable hereunder or under  such  other  Loan  Document,  such
additional amount in Dollars as shall be necessary to enable the applicable
Banks, and the Issuing Bank or the Administrative Agent to receive the same
net amount  which  the  applicable  Banks,  and  the  Issuing  Bank  or the
Administrative  Agent  would  have  received  on  such due date had no such
obligation  been  imposed upon the Borrowers.  The Borrowers  will  deliver
promptly to the Administrative  Agent  certificates or other valid vouchers
for  all taxes or other charges deducted  from  or  paid  with  respect  to
payments made by the Borrowers hereunder or under such other Loan Document.

          (b)  On  or  before the date it becomes a party to this Agreement
and from time to time thereafter  upon  any  change in status rendering any
certificate or document previously delivered pursuant to this SECTION 5.3.2
invalid or inaccurate, each Bank that is organized  under  the  laws  of  a
jurisdiction  outside  the  United  States shall (if legally able to do so)
deliver to the Borrowers such certificates, documents or other evidence, as
required  by  the  Code or Treasury Regulations  issued  pursuant  thereto,
including Internal Revenue  Service  Form  1001  or Form 4224 and any other
certificate  or  statement  of  exemption required by  Treasury  Regulation
Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof
or subsequent version thereto, properly completed and duly executed by such
Bank establishing that such payment  is  (a)  not  subject to United States
Federal withholding tax under the Code because such  payment is effectively
connected with conduct by such Bank of a trade or business  in  the  United
States or (b) totally exempt from United States Federal withholding tax or,
if due to a change in law occurring after the date such Bank became a party
hereto,  subject  to  a  reduced  rate  of such tax under a provision of an
applicable tax treaty.  The Borrower shall  not  be  required  to  pay  any
additional amounts to any Bank pursuant to this SECTION 5.3.2 to the extent
that  the  obligation  to pay such additional amounts would not have arisen
but for a failure by such  Bank  to  comply  with  the  provisions  of  the
preceding sentence.

     SECTION 5.4  COMPUTATIONS.   All computations of interest on Base Rate
Loans, Letter of Credit Fees, or Commitment  Fees  shall be based on a 365-
day year and paid for the actual number of days elapsed.   All computations
of interest on Eurocurrency Rate Loans shall be based on a 360-day year and
paid  for the actual number of days elapsed.  Except as otherwise  provided
in  the   definition   of  the  term  "Interest  Period"  with  respect  to
Eurocurrency Rate Loans,  whenever  a payment hereunder or under any of the
other Loan Documents becomes due on a  day  that is not a Business Day, the
due date for such payment shall be extended to the next succeeding Business
Day,  and  interest  shall accrue during such extension.   The  outstanding
amount of the Loans as  reflected on the Records from time to time shall be
considered correct and binding  on the Borrowers unless within fifteen (15)
Business Days after receipt of any  notice  by  the Administrative Agent or
any of the Banks of such outstanding amount, the  Administrative  Agent  or
such Bank shall notify the Borrowers to the contrary.

     SECTION 5.5 ADDITIONAL COSTS, ETC. If any present or future applicable
law,  which  expression,  as  used  herein,  includes  statutes,  rules and
regulations  thereunder and interpretations thereof by any competent  court
or by any governmental  or  other  regulatory body or official charged with
the administration or the interpretation  thereof and requests, directives,
instructions and notices at any time or from  time  to  time hereafter made
upon  or otherwise issued to any Bank or the Administrative  Agent  by  any
central  bank  or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

          (a)  subject  any  Bank  or  the Administrative Agent to any tax,
levy, impost, duty, charge, fee, deduction  or  withholding  of  any nature
with  respect  to this Agreement, the other Loan Documents, the Letters  of
Credit, such Bank's  Commitment,  or the Loans (other than taxes based upon
or measured by the income or profits  of  such  Bank  or the Administrative
Agent), or

          (b)  materially change the basis of taxation  (except for changes
in taxes on income or profits) of payments to any Bank of  the principal of
or the interest on any Loans or any other amounts payable to  any  Bank  or
the  Administrative Agent under this Agreement or the other Loan Documents,
or

          (c)  impose  or  increase or render applicable (other than to the
extent specifically provided  for  elsewhere in this Agreement) any special
deposit, reserve, assessment, liquidity,  capital adequacy or other similar
requirements (whether or not having the force  of  law) against assets held
by, or deposits in or for the account of, or loans by, or letters of credit
issued by, or commitments of an office of any Bank, or

          (d)  impose  on any Bank or the Administrative  Agent  any  other
conditions or requirements  with  respect to this Agreement, the other Loan
Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any
class of loans, letters of credit or  commitments of which any of the Loans
or such Bank's Commitment forms a part,  and  the  result  of  any  of  the
foregoing is:

              (i) to increase the cost to any Bank of making, funding,
     issuing, renewing, extending or maintaining any of the Loans, any
     Letters of Credit, or such Bank's Commitment, or

             (ii) to reduce the amount of principal, interest or other
     amount payable to such Bank or the Administrative Agent hereunder
     on account  of  such  Bank's Commitment, any Letter of Credit, or
     any of the Loans, or

            (iii) to require  such Bank or the Administrative Agent to
     make  any  payment or to forego  any  interest  or  Reimbursement
     Obligation or  other  sum  payable hereunder, the amount of which
     payment or foregone interest or Reimbursement Obligation or other
     sum is calculated by reference  to  the  gross  amount of any sum
     receivable or deemed received by such Bank or the  Administrative
     Agent from any of the Borrowers hereunder,

then, and in each such case, the Borrowers will, upon demand  made  by such
Bank or (as the case may be) the Administrative Agent at any time and  from
time  to  time and as often as the occasion therefor may arise, pay to such
Bank or the  Administrative  Agent  such  additional  amounts  as  will  be
sufficient  to  compensate  such  Bank or the Administrative Agent for such
additional cost, reduction, payment  or  foregone interest or Reimbursement
Obligations  or other sum.  For purposes of  this  SECTION  5.5,  the  term
"Bank" shall include the Issuing Bank.

     SECTION 5.6 CAPITAL ADEQUACY. If after the date hereof any Bank or the
Administrative  Agent  determines that (a) the adoption of or change in any
law, governmental rule, regulation, policy, guideline or directive (whether
or not having the force of law) regarding capital requirements for banks or
bank holding companies or  any  change in the interpretation or application
thereof by a court or governmental authority with appropriate jurisdiction,
or  (b)  compliance  by  such  Bank or  the  Administrative  Agent  or  any
corporation controlling such Bank or the Administrative Agent with any law,
governmental rule, regulation, policy,  guideline  or directive (whether or
not having the force of law) of any such entity regarding capital adequacy,
has the effect of reducing the return on such Bank's  or the Administrative
Agent's commitment with respect to any Loans to a level  below  that  which
such  Bank  or  the  Administrative  Agent could have achieved but for such
adoption, change or compliance (taking  into  consideration  such Bank's or
the Administrative Agent's then existing policies with respect  to  capital
adequacy  and  assuming  full  utilization of such entity's capital) by any
amount deemed by such Bank or (as the case may be) the Administrative Agent
to be material, then such Bank or  the  Administrative Agent may notify the
Borrowers of such fact.  To the extent that the amount of such reduction in
the return on capital is not reflected in  the  Base  Rate,  the  Borrowers
jointly  and  severally agree to pay such Bank or (as the case may be)  the
Administrative  Agent  for  the  amount  of such reduction in the return on
capital as and when such reduction is determined  upon presentation by such
Bank or (as the case may be) the Administrative Agent  of  a certificate in
accordance  with  SECTION 5.7 hereof.  Each Bank shall allocate  such  cost
increases among its customers in good faith and on an equitable basis.  For
purposes of this SECTION  5.6,  the  term  "Bank" shall include the Issuing
Bank.

     SECTION 5.7 CERTIFICATE.  A certificate  setting forth  any additional
amounts  payable pursuant to SECTION 5.5 or 5.6 and a brief explanation  of
such amounts  which are due, submitted by any Bank, the Issuing Bank or the
Administrative Agent to the Borrowers, shall be conclusive, absent manifest
error, that such amounts are due and owing.

     SECTION 5.8 INTEREST AFTER DEFAULT. During the continuance of an Event
of Default, the  principal of the Loans not overdue shall, until such Event
of Default has been  cured or remedied or waived in accordance with SECTION
26, bear interest at a  rate  per  annum  equal  to  the  lesser of (i) two
percent (2%) above the rate of interest otherwise applicable  to such Loans
pursuant  to  this Agreement or (ii) the Highest Lawful Rate.  All  overdue
amounts hereunder,  including,  without  limitation,  the  principal of and
interest on (to the extent permitted by applicable law) the  Loans,  Unpaid
Reimbursement  Obligations, Commitment Fees and Letter of Credit Fees shall
bear interest at  the rate per annum equal to the lesser of (i) two percent
(2%) above the rate  of  interest applicable to Base Rate Loans or (ii) the
Highest Lawful Rate.

     SECTION 5.9 CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

          (a)  Each  of  the  Borrowers  is  accepting  joint  and  several
liability hereunder in consideration  of  the financial accommodation to be
provided by the Banks  and the Issuing Bank  under  this Agreement, for the
mutual benefit, directly and indirectly, of each of the  Borrowers  and  in
consideration  of the undertakings of each of the Borrowers to accept joint
and several liability for the obligations of each of them.

          (b)  Each   of   the   Borrowers  jointly  and  severally  hereby
irrevocably and unconditionally accepts, not merely as a surety but also as
a  co-debtor, joint and several liability  with  the  other  Borrower  with
respect  to  the  payment and performance of all of the Obligations arising
under this Agreement, it being the intention of the parties hereto that all
the Obligations shall  be  the joint and several obligations of both of the
Borrowers without preferences or distinction among them.

          (c)  If and to the extent that either of the Borrowers shall fail
to make any payment with respect to any of the obligations hereunder as and
when due or to perform any of such obligations in accordance with the terms
thereof, then in each such event, the other Borrower will make such payment
with respect to, or perform, such obligation.

          (d)  The obligations  of  each  Borrower  under the provisions of
this  SECTION 5.9 constitute full recourse obligations  of  such  Borrower,
enforceable  against  it  to  the full extent of its properties and assets,
irrespective  of  the  validity,  regularity   or  enforceability  of  this
Agreement or any other circumstances whatsoever.

          (e)  Except as otherwise expressly provided herein, each Borrower
hereby  waives  notice of acceptance of its joint  and  several  liability,
notice of any and all Loans made under this Agreement, notice of occurrence
of any Event of Default,  or  of  any  demand  for  any  payment under this
Agreement, notice of any action at any time taken or omitted  by  the Banks
or  the  Issuing  Bank  under  or  in  respect  of  any  of the Obligations
hereunder,  any  requirement  of  diligence  and,  generally, all  demands,
notices  and  other  formalities  of  every  kind in connection  with  this
Agreement.   Each Borrower hereby assents to, and  waives  notice  of,  any
extension or postponement  of  the  time  for  the  payment  of  any of the
Obligations  hereunder, the acceptance of any partial payment thereon,  any
waiver, consent or other action or acquiescence by the Banks or the Issuing
Bank at any time  or  times  in  respect of any default any Borrower in the
performance or satisfaction of any  term,  covenant, condition or provision
of this Agreement, any and all other indulgences whatsoever by the Banks in
respect  of any of the Obligations hereunder,  and  the  taking,  addition,
substitution  or release, in whole or in part, at any time or times, of any
security for any  of  such  Obligations  or  the  addition, substitution or
release,  in  whole  or  in  part, of any Borrower.  Without  limiting  the
generality of the foregoing, each  Borrower  assents to any other action or
delay in acting or failure to act on the part  of  the Banks or the Issuing
Bank, including, without limitation, any failure strictly  or diligently to
assert any right or to pursue any remedy or to comply fully with applicable
laws or regulations thereunder which might, but for the provisions  of this
SECTION 5.9, afford grounds for terminating, discharging or relieving  such
Borrower,  in  whole  or  in  part,  from any of its obligations under this
SECTION 5.9, it being the intention of  each  Borrower that, so long as any
of the Obligations hereunder remain unsatisfied,  the  obligations  of such
Borrower  under  this  SECTION  5.9  shall  not  be  discharged  except  by
performance  and  then  only  to  the  extent  of  such  performance.   The
obligations of each Borrower under this SECTION 5.9 shall not be diminished
or  rendered  unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction  or  similar  proceeding  with  respect  to any
reconstruction  or  similar  proceeding with respect to any Borrower or any
Bank.  The joint and several liability  of  the  Borrowers  hereunder shall
continue  in full force and effect notwithstanding any absorption,  merger,
amalgamation  or  any  other  change  whatsoever  in  the name, membership,
constitution  or  place  of formation of any Borrower or any  Bank  or  the
Issuing Bank.

          (f)  The provisions  of this SECTION 5.9 are made for the benefit
of the Banks and the Issuing Bank and their successors and assigns, and may
be enforced by them from time to  time  against  either of the Borrowers as
often as occasion therefor may arise and without requirement on the part of
the Banks first to marshall any of their claims or to exercise any of their
rights against the other Borrower or to exhaust any  remedies  available to
them against the other Borrower or to resort to any other source  or  means
of  obtaining  payment  of any of the Obligations hereunder or to elect any
other remedy.  The provisions  of  this  SECTION 5.9 shall remain in effect
until  all  the Obligations hereunder shall  have  been  paid  in  full  or
otherwise fully  satisfied.   If  at  any  time,  any  payment, or any part
thereof,  made in respect of any of the Obligations, is rescinded  or  must
otherwise be  restored  or returned by any of the Banks or the Issuing Bank
upon the insolvency, bankruptcy  or  reorganization  of  the  Borrowers, or
otherwise, the provisions of this SECTION 5.9 will forthwith be  reinstated
in effect, as though such payment had not been made.

     SECTION 5.10  INABILITY TO DETERMINE EUROCURRENCY RATE.  In the  event
that, prior to the commencement  of  any  Interest  Period  relating to any
Eurocurrency  Rate  Loan,  the Administrative Agent shall determine  or  be
notified by the Majority Banks  that adequate and reasonable methods do not
exist for ascertaining the Eurocurrency Rate that would otherwise determine
the rate of interest to be applicable  to any Eurocurrency Rate Loan during
any Interest Period, the Administrative  Agent  shall forthwith give notice
of  such  determination  (which  shall be conclusive  and  binding  on  the
Borrowers and the Banks) to the Borrowers.   In  such  event  (a) each Loan
Request or Conversion Request with respect to each Eurocurrency  Rate  Loan
shall  be  automatically withdrawn and shall be deemed a request for a Base
Rate Loan, (b)  each Eurocurrency Rate Loan will automatically, on the last
day of the then current  Interest  Period thereof, become a Base Rate Loan,
and (c) the obligations of the Banks  to make Eurocurrency Rate Loans shall
be suspended until the Administrative Agent or the Majority Banks determine
that  the circumstances giving rise to such  suspension  no  longer  exist,
whereupon the Administrative Agent shall so notify the Borrowers.

     SECTION 5.11 ILLEGALITY.  Notwithstanding any other provisions herein,
if any present or future  law,  regulation,  treaty  or  directive  or  the
interpretation  or application thereof shall make it unlawful for the Banks
to make or maintain Eurocurrency Rate Loans, the Administrative Agent shall
forthwith give notice  of such circumstances to the Borrowers and thereupon
(a) the commitment of the  Banks to make Eurocurrency Rate Loans or convert
Loans  of  another  Type to Eurocurrency  Rate  Loans  shall  forthwith  be
suspended and (b) the Loans then outstanding as Eurocurrency Rate Loans, if
any, shall be converted automatically to Base Rate Loans on the last day of
each Interest Period  applicable  to such Eurocurrency Rate Loans or within
such  earlier  period as may be required  by  law.   The  Borrowers  hereby
jointly and severally  agree  promptly to pay the Administrative Agent, for
the pro rata accounts of the Banks,  upon  demand,  any  additional amounts
necessary to compensate the Banks for any costs incurred by  the  Banks  in
making  any  conversion in accordance with this SECTION 5.11, including any
interest or fees payable by the Banks to lenders of funds obtained by it in
order to make or maintain its Eurocurrency Rate Loans hereunder.

     SECTION 5.12 INDEMNITY. Except to the extent of breakage costs arising
from a prepayment  of  a Eurocurrency Rate Loan as a result of an event set
forth in SECTION 5.10, each  of the Borrowers agrees to indemnify the Banks
and to hold the Banks harmless  from  and against any loss, cost or expense
(including loss of anticipated profits) that the Banks may sustain or incur
as  a  consequence  of  (a) default by such  Borrower  in  payment  of  the
principal amount of or any  interest  on any Eurocurrency Rate Loans as and
when  due and payable, including any such  loss  or  expense  arising  from
interest or fees payable by the Banks to lenders of funds obtained by it in
order to maintain its Eurocurrency Rate Loans, (b) default by such Borrower
in making  a  borrowing after such Borrower has given (or is deemed to have
given)  a  Loan  Request  or  a  Conversion  Request  relating  thereto  in
accordance with SECTION  2.7,  SECTION 2.8 or SECTION 2.9 or (c) the making
of any payment on a Eurocurrency  Rate Loan or the making of any conversion
of any such Loan to a Base Rate Loan  on  a day that is not the last day of
the applicable Interest Period with respect  thereto, including interest or
fees payable by any Bank to lenders of funds obtained  by  it  in  order to
maintain any such Loans.

     SECTION 5.13 REPLACEMENT OF BANKS. If any Bank (an "Affected Bank") (i)
makes demand upon a Borrower for (or if a Borrower is otherwise required to
pay) amounts pursuant to SECTION 5.3.2, 5.5 or 5.6, (ii) is unable to  make
or maintain Eurocurrency Rate Loans as a result of a condition described in
SECTION  5.10  or  (iii)  defaults  in  its  obligation  to  make Loans, in
accordance with the terms of this Agreement (such Bank being referred to as
a "Defaulting Bank"), the Borrowers within ninety (90) days of  receipt  of
such  demand,  notice  (or  the  occurrence of such other event causing the
Borrower to be required to pay such compensation or causing SECTION 5.10 to
be applicable), or default, as the  case  may be, by notice (a "Replacement
Notice") in writing to the Administrative Agent  and such Affected Bank (A)
request the Affected Bank to cooperate with the Borrowers  in  obtaining  a
replacement  bank satisfactory to the Administrative Agent and the Borrower
(the "Replacement Bank"); (B) request the non-Affected Banks to acquire and
assume all of  the  Affected  Bank's  Loans  and  Commitments,  as provided
herein,  but none of such Banks shall be under an obligation to do  so;  or
(C) designate a Replacement Bank approved by the Administrative Agent, such
approval not  to  be unreasonably withheld or delayed.  If any satisfactory
Replacement Bank shall  be  obtained, and/or if any one or more of the non-
Affected Banks shall agree to acquire and assume all of the Affected Bank's
Loans and Commitment, then such  Affected  Bank shall assign, in accordance
with  SECTION  19,  all  of  its  Commitment,  Loans,   Letter   of  Credit
Participations, Notes and other rights and obligations under this Agreement
and  all  other  Loan  Documents  to  such Replacement Bank or non-Affected
Banks, as the case may be, in exchange  for payment of the principal amount
so assigned and all interest and fees accrued  on  the  amount so assigned,
plus  all  other  Obligations  then  due and payable to the Affected  Bank;
provided,  however, that (i) such assignment  shall  be  without  recourse,
representation  or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Bank as assignor and the assignee(s) and (ii)
prior to any such  assignment,  the  Borrowers  shall  have  paid  to  such
Affected  Bank all amounts properly demanded and unreimbursed under SECTION
5.3.2, 5.5  or  5.6.   Upon  the  effective  date  of  such assignment, the
Borrowers  shall  issue replacement Notes to such Replacement  Bank  and/or
non-Affected Banks, as the case may be, and such institution shall become a
"Bank" for all purposes under this Agreement and the other Loan Documents.

     SECTION 6. COLLATERAL SECURITY  AND  GUARANTIES.   The  Parent and the
Borrowers covenant and agree as follows:  The Obligations of the  Borrowers
shall  be  guaranteed  equally  and  ratably  by  the Parent and each other
Subsidiary (direct and indirect) of the Parent, to  the  extent  that  such
other  Subsidiary  of the Parent is required to guaranty the Obligations in
accordance with SECTION  8.14  hereof.   The  Obligations  of the Borrowers
shall  be secured by a perfected first priority security interest  (subject
only to  Permitted  Liens entitled to priority under applicable law) in (i)
certain US Flag Vessels  to  the  extent  contemplated  by  the  US  Vessel
Mortgage and such additional U.S. Vessels, from time to time, in accordance
with SECTION 10.4 hereof, and (ii) certain other assets of the Borrowers to
the extent contemplated by the Security Documents.

     SECTION 7. REPRESENTATIONS AND WARRANTIES. The Parent and each of  the
Borrowers  jointly and severally represent and warrant to the Issuing Bank,
the Banks and  the  Administrative  Agent  on  the  Closing  Date,  on each
Drawdown  Date  and on the date of any issuance, extension or renewal of  a
Letter of Credit as follows:

     SECTION 7.1  CORPORATE AUTHORITY.

     SECTION 7.1.1.  INCORPORATION; GOOD STANDING.  Each of the Parent, the
Borrowers, and the  Parent's  other Subsidiaries, (a) is a corporation duly
organized, validly existing and  in  good  standing  under  the laws of its
jurisdiction of incorporation, (b) has all requisite corporate power to own
its property and conduct its business as now conducted, and (c)  is in good
standing as a foreign corporation and is duly authorized to do business  in
each  jurisdiction  where  such  qualification  is necessary except where a
failure to be so qualified would not have a Material Adverse Effect.

     SECTION   7.1.2.    AUTHORIZATION.    The  execution,   delivery   and
performance of this Agreement and the other  Loan  Documents  to  which the
Parent and its Subsidiaries is or is to become a party and the transactions
contemplated  hereby and thereby (a) are within the corporate authority  of
each of such Persons,  (b)  have  been  duly  authorized  by  all necessary
corporate proceedings by each of such Persons, (c) do not conflict  with or
result  in  any  breach  or contravention of any provision of law, statute,
rule or regulation to which any of such Persons is subject or any judgment,
order, writ, injunction, license,  exemption or permit applicable to any of
such Persons or make any such Person  ineligible  for  any  beneficial  tax
treatment  or  other regulatory or contractual treatment or status which is
of material importance  to  its  business  or  financial status, (d) do not
require  any  waivers,  consents  or  approvals  by any  of  such  Person's
creditors which have not been obtained, (e) do not  require any consents or
approvals by any of such Person's shareholders (except such as will be duly
obtained  on or prior to the Closing Date and will be  in  full  force  and
effect on and  as  of such date), and (f) do not conflict with or result in
any breach or contravention  of  any  provision  of  any  provision  of the
corporate charter or bylaws of, or any credit agreement, indenture or other
agreement or other instrument binding upon any of such Persons.

     SECTION  7.1.3.   ENFORCEABILITY.   The execution and delivery of this
Agreement and each of the other Loan Documents  to which the Parent and its
Subsidiaries is or is to become a party will result  in  valid  and legally
binding  obligations  of  each  of  such Persons enforceable against it  in
accordance with the respective terms  and  provisions  hereof  and thereof,
except   as   enforceability   is   limited   by   bankruptcy,  insolvency,
reorganization, moratorium or other laws relating to or affecting generally
the  enforcement  of  creditors'  rights  and  except  to the  extent  that
availability of the remedy of specific performance or injunctive  relief is
subject to the discretion of the court before which any proceeding therefor
may be brought.

     SECTION 7.2  GOVERNMENTAL  APPROVALS.   The  execution,  delivery  and
performance  of  this  Agreement  and the other Loan Documents to which the
Parent and its Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby do  not  and will not require any approval,
consent, order, authorization or license by, filing with, or notice to, any
governmental or regulatory agency or authority  other  than  those  already
obtained or given.

     SECTION 7.3  TITLE  TO  PROPERTIES;  LEASES.   Except  as indicated on
SCHEDULE 7.3 attached hereto, the Parent and its Subsidiaries  own  all  of
the  assets  reflected  in the consolidated balance sheet of the Parent and
its Subsidiaries as at the  Balance  Sheet Date (except property and assets
sold or otherwise disposed of in the ordinary course of business since that
date), subject to no rights of others,  including  any  mortgages,  leases,
charters,  conditional  sales agreements, title retention agreements, liens
or other encumbrances except Permitted Liens.

     SECTION 7.4 FINANCIAL STATEMENTS

          (a)  There  have   been   furnished   to  each  of  the  Banks  a
consolidated  balance  sheet  of  the  Parent and its  Subsidiaries  as  at
December 31, 1998, and consolidated statements of income and cash flows for
the fiscal year then ended, certified by  PricewaterhouseCoopers LLP.  Such
balance sheet and statements of income and  cash  flows  were  prepared  in
accordance with generally accepted accounting principles and fairly present
the  financial condition of the Parent and its Subsidiaries as of the close
of business  on  December  31,  1998  and the results of operations for the
fiscal year then ended.  There are no liabilities, contingent or otherwise,
of the Parent or any of its Subsidiaries,  as  of  December  31, 1998, that
would  in  accordance  with  generally  accepted  accounting principles  be
required  to  be disclosed on a balance sheet or footnotes  thereto,  which
were not disclosed in such balance sheet and the notes related thereto.

          (b)  There  have  also  been  furnished  to each of the Banks the
unaudited consolidated balance sheet of the Parent and  its Subsidiaries as
at the Balance Sheet Date, and consolidated statements of  income  and cash
flows  for  the  portion of the fiscal year then ended.  Such balance sheet
and statements of  income  and  cash flows were prepared in accordance with
generally accepted accounting principles  and  fairly present the financial
condition of the Parent and its Subsidiaries as of the close of business on
such date and the results of operations for the  portion of the fiscal year
then  ended.  There are no liabilities, contingent  or  otherwise,  of  the
Parent  or  any  of  its  Subsidiaries,  as  of  such  date,  that would in
accordance with generally accepted accounting principles be required  to be
disclosed on a balance sheet or footnotes thereto, which were not disclosed
in such balance sheet and the notes related thereto.

     SECTION 7.5 NO MATERIAL CHANGES; SOLVENCY.

          (a)  Since the Balance Sheet Date there have been no changes that
have had or could reasonably be expected to have a Material Adverse Effect.

          (b)  Each  of  the  Parent and its Subsidiaries (before and after
giving effect to the transactions  contemplated  by  this Agreement and the
other Loan Documents) (i) is solvent, (ii) has assets  having  a fair value
in  excess  of  its  liabilities,  (iii) has assets having a fair value  in
excess of the amount required to pay  its  liabilities on existing debts as
such  debts  become absolute and matured, and  (iv)  has,  and  expects  to
continue to have,  access  to  adequate  capital  for  the  conduct  of its
business  and  the  ability  to pay its debts from time to time incurred in
connection with the operation of its business as such debts mature.

     SECTION 7.6 BUSINESS.  Each  of the Parent and its Subsidiaries enjoys
peaceful and undisturbed possession under  all  leases  of real or personal
property  of  which  it  is lessee, none of which contains any  unusual  or
burdensome provision which  will  or  could  reasonably  expected to have a
Material Adverse Effect and all such leases are valid and subsisting and in
full force and effect.  Each such Person owns or possesses the right to use
all   the   franchises,   rights,   licenses,  operating  rights,  patents,
trademarks, permits, service marks, trade  names,  and copyrights necessary
for  the  conduct  of  its  business  as conducted and as  proposed  to  be
conducted, without any conflict with the rights of others.

     SECTION 7.7 LITIGATION.  There is no restraining  order, injunction or
pending  litigation  applicable  to the transactions contemplated  by  this
Agreement  or  the other Loan Documents.   There  are  no  actions,  suits,
proceedings or investigations of any kind pending or threatened against the
Parent or any of its Subsidiaries before any court, arbitrator, tribunal or
administrative agency  or  board  that,  if  adversely determined, would be
likely, either in any case or in the aggregate,  to have a Material Adverse
Effect, or materially impair the right of any of such  Persons  to carry on
its  business  substantially  as  now  conducted  by  it,  or result in any
substantial  liability  not adequately covered by insurance, or  for  which
adequate reserves are not  maintained  on the consolidated balance sheet of
the Parent and its Subsidiaries, or which  question  the  validity  of this
Agreement or any of the other Loan Documents, or any action taken or  to be
taken pursuant hereto or thereto.

     SECTION 7.8 INTENTIONALLY OMITTED.

     SECTION 7.9 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.  Neither the
Parent  nor any of its Subsidiaries is in violation of any provision of its
charter documents,  bylaws,  or any agreement or instrument to which it may
be subject or by which it or any  of  its  properties  may  be bound or any
decree, order, judgment, statute, license, rule or regulation,  in  any  of
the  foregoing  cases  in  a  manner that could result in the imposition of
substantial penalties that have had or could reasonably be expected to have
a Material Adverse Effect.

     SECTION 7.10 TAX STATUS. The Parent and its Subsidiaries (a) have made
or filed all federal, state or other  income  and  all  other  tax returns,
reports and declarations required by any jurisdiction to which any  of them
is subject, (b) have paid all taxes and other governmental assessments  and
charges  shown  or  determined  to  be  due  on  such  returns, reports and
declarations, except those being contested in good faith and by appropriate
proceedings  and  (c)  have set aside on their books provisions  reasonably
adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports  or declarations apply.  There are no unpaid
taxes in any material amount claimed  to  be due by the taxing authority of
any jurisdiction, and the officers of such Persons know of no basis for any
such claim.

     SECTION 7.11 NO EVENT OF DEFAULT. No Default or  Event  of Default has
occurred and is continuing.

     SECTION 7.12 HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither  the
Parent nor any of its Subsidiaries is a "holding company", or a "subsidiary
company"  of  a "holding company", or an affiliate" of a "holding company",
as such terms are  defined  in  the  Public  Utility Holding Company Act of
1935; nor is it an "investment company", or an  "affiliated  company"  or a
"principal  underwriter"  of  an  "investment  company",  as such terms are
defined in the Investment Company Act of 1940.

     SECTION 7.13 ABSENCE  OF  ENCUMBRANCES, ETC.  Except with  respect  to
Permitted  Liens,  there  is no financing  statement,  security  agreement,
chattel mortgage, real estate  mortgage or other document filed or recorded
with any filing records, registry, or other public office, that purports to
cover, affect or give notice of  any present or possible future lien on, or
security interest in, any assets or  property  of  the Parent or any of its
Subsidiaries or rights thereunder.

     SECTION 7.14 PERFECTION OF SECURITY INTEREST; COLLATERAL. All filings,
assignments,  pledges  and  deposits of documents or instruments have  been
made  and  all other actions have  been  taken  that  are  necessary  under
applicable  law,  to  establish  and  perfect  the  Administrative  Agent's
security interest in the Collateral.  The Collateral and the Administrative
Agent's rights  with  respect  to  the  Collateral  are  not subject to any
setoff, claims, withholdings or other defenses.  A Borrower is the owner of
the Collateral free from any lien, security interest, encumbrance  and  any
other  claim or demand, except for Permitted Liens.  All of the Obligations
of the Borrowers  to  the  Banks,  the  Issuing Bank and the Administrative
Agent under or in respect of the Loan Documents will, at all times from and
after the execution and delivery of each  of  the  Security  Documents,  be
entitled  to  the  benefits  of  and  be  secured  by each of such Security
Documents in accordance with the terms hereof and thereof.

     SECTION 7.15 CERTAIN TRANSACTIONS. Except for arm's length transactions
pursuant to which the Parent or any of its Subsidiaries  makes  payments in
the  ordinary  course  of  business upon terms no less favorable than  such
Person could obtain from third parties, none of the officers, directors, or
employees of the Parent or any  of its Subsidiaries is presently a party to
any contract, agreement or other  arrangement  providing for the furnishing
of services (other than for services as employees,  officers and directors)
to or by, providing for rental of real or personal property  to or from, or
otherwise  requiring  payments  to  or from any officer, director  or  such
employee or, to the knowledge of such Person, any corporation, partnership,
trust or other entity in which any officer,  director, or any such employee
has a substantial interest or is an officer, director, trustee or partner.

     SECTION 7.16 EMPLOYEE BENEFIT PLANS.

     SECTION  7.16.1.  IN GENERAL.  Each Employee  Benefit  Plan  has  been
maintained and  operated  in  compliance  in all material respects with the
provisions of ERISA and, to the extent applicable,  the Code, including but
not   limited   to   the   provisions   thereunder   respecting  prohibited
transactions.

     SECTION 7.16.2.  TERMINABILITY OF WELFARE PLANS.   Under each Employee
Benefit Plan which is an employee welfare benefit plan within  the  meaning
of Section 3(1) or Section 3(2)(B) of ERISA, no benefits are due unless the
event  giving  rise  to  the  benefit  entitlement  occurs  prior  to  plan
termination  (except  as  required by Title I, Part 6 of ERISA).  Either of
the Borrowers or the Parent  or  an  ERISA  Affiliate,  as appropriate, may
terminate  each  such  Plan at any time (or at any time subsequent  to  the
expiration of any applicable  bargaining  agreement)  in  the discretion of
such Person without liability to any Person.

     SECTION  7.16.3.   GUARANTEED  PENSION  PLANS;  MULTIEMPLOYER   PLANS.
Neither of the Borrowers, the Parent nor any ERISA Affiliate has sponsored,
maintained,  made  any contributions to or has any liability in respect  of
any Guaranteed Pension Plan or Multiemployer Plan.

     SECTION 7.17 REGULATIONS U AND X; USE OF PROCEEDS.  The Borrowers will
use the proceeds of the Loans solely  for  purposes  specified  in  Section
8.11.   The  Borrowers  will  obtain  Letters  of Credit solely for general
corporate purposes.  No portion of any Loan is to  be  used, and no portion
of any Letter of Credit is to be obtained, for the purpose of purchasing or
carrying any "margin security" or "margin stock" as such  terms are used in
Regulations  U  and  X  of  the  Board of Governors of the Federal  Reserve
System, 12 C.F.R.  Parts 221 and 224.   No  portion  of the proceeds of any
Loans  is  to  be  used, and no portion of any Letter of Credit  is  to  be
obtained, for the purpose  of (a) knowingly purchasing, or providing credit
support  for the purchase of,  Ineligible  Securities  from  a  Section  20
Subsidiary  during  any  period in which such Section 20 Subsidiary makes a
market  in  such  Ineligible   Securities,  (b)  knowingly  purchasing,  or
providing credit support for the  purchase  of,  during the underwriting or
placement period, any Ineligible Securities being underwritten or privately
placed  by  a  Section 20 Subsidiary, or (c) making,  or  providing  credit
support for the  making of, payments of principal or interest on Ineligible
Securities underwritten  or privately placed by a Section 20 Subsidiary and
issued by or for the benefit of the Parent or any of its Subsidiaries.

     SECTION 7.18 ENVIRONMENTAL COMPLIANCE.  Each  of  the  Parent  and its
Subsidiaries  has  taken all steps reasonably necessary to investigate  the
past and present condition  and usage of the real estate owned or leased by
it and the operations conducted  thereon and the condition and usage of its
Vessels, and, based upon such diligent investigation, has determined that:

          (a)  none of the Parent  or  its  Subsidiaries or any operator of
its real estate and/or Vessels or any operations  thereon  is in violation,
or alleged violation, of any judgment, decree, order, law, license, rule or
regulation   pertaining   to   environmental   matters,  including  without
limitation, those arising under the Resource Conservation  and Recovery Act
("RCRA"),  the  Comprehensive  Environmental  Response,  Compensation   and
Liability  Act  of 1980 as amended ("CERCLA"), the Superfund Amendments and
Reauthorization Act  of  1986  ("SARA"),  the  Federal Clean Water Act, the
Federal Clean Air Act, the Toxic Substances Control  Act,  or  any statute,
regulation,  ordinance, order or decree of the United States of America  or
any  state  or  other   jurisdiction   thereof,  or  any  other  nation  or
jurisdiction  relating to health, safety  or  the  environment,  including,
without limitation,  any  international conventions to which their business
or assets are subject (hereinafter  "Environmental  Laws"), which violation
could reasonably be expected to have a Material Adverse Effect.

          (b)  except as set forth on SCHEDULE 7.18 attached  hereto,  none
of  the Parent or its Subsidiaries has received notice from any third party
including,  without  limitation  any  federal,  state or local governmental
authority,  (i)  that  any one of them has been identified  by  the  United
States Environmental Protection Agency ("EPA") as a potentially responsible
party under CERCLA with respect to a site listed on the National Priorities
List, 40 C.F.R.  Part 300 Appendix B (1986); (ii) that any hazardous waste,
as defined by 42 U.S.C.   Section  9601(5),  any  hazardous  substances  as
defined  by  42  U.S.C.   Section 9601(14), any pollutant or contaminant as
defined by 42 U.S.C.  Section  9601(33)  and  any  toxic substances, oil or
hazardous  materials  or  other chemicals or substances  regulated  by  any
Environmental Laws ("Hazardous  Substances")  which  any  one  of  them has
generated, transported or disposed of has been found at any site at which a
federal,  state  or local agency or other third party has conducted or  has
ordered that any of  such Persons conduct a remedial investigation, removal
or other response action  pursuant  to any Environmental Law; or (iii) that
it is or shall be a named party to any  claim,  action,  cause  of  action,
complaint,  or legal or administrative proceeding (in each case, contingent
or otherwise)  arising  out  of  any  third  party's  incurrence  of costs,
expenses,  losses or damages of any kind whatsoever in connection with  the
release of Hazardous Substances;

          (c)  except as set forth on SCHEDULE 7.18 attached hereto: (i) no
portion  of  the  real  estate  owned  or  leased  by  the  Parent  or  its
Subsidiaries and  no  Vessel  has  been  used for the handling, processing,
storage or disposal of Hazardous Substances  except  in  accordance  in all
material  respects  with  applicable Environmental Laws; and no underground
tank or other underground storage  receptacle  for  Hazardous Substances is
located  on  any  portion  of the real estate; (ii) in the  course  of  any
activities  conducted  by  such  Persons  or  operators  of  such  Person's
properties, no Hazardous Substances  have  been generated or are being used
on  the  real  estate or any Vessel except in accordance  in  all  material
respects with applicable  Environmental  Laws;  (iii)  there  have  been no
releases  (i.e.  any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or
dumping) or  threatened  releases of Hazardous Substances on, upon, into or
from the properties (including,  without limitation, the Vessels) of any of
such Persons which releases could reasonably be expected to have a Material
Adverse Effect; (iv) to the best of  such  Person's  knowledge,  there have
been  no  releases on, upon, from or into any real property in the vicinity
of  any  of  such   real   estate   which,   through  soil  or  groundwater
contamination, may have come to be located on,  and  which could reasonably
be  expected to have a Material Adverse Effect; and (v)  in  addition,  any
Hazardous  Substances  that  have  been generated on any of the real estate
have been transported offsite only by  carriers  having  an  identification
number  issued  by  the  EPA,  treated or disposed of only by treatment  or
disposal facilities maintaining  valid permits as required under applicable
Environmental Laws, which transporters and facilities have been and are, to
the best of such Person's knowledge,  operating in material compliance with
such permits and applicable Environmental Laws;

          (d)  none of the Parent or its  Subsidiaries  nor any of the real
estate  is  subject  to  any  applicable  environmental  law requiring  the
performance  of  Hazardous Substances site assessments, or the  removal  or
remediation of Hazardous  Substances,  or  the  giving  of  notice  to  any
governmental  agency  or  the  recording or delivery to other Persons of an
environmental  disclosure  document   or   statement   by   virtue  of  the
transactions set forth herein and contemplated hereby, or as a condition to
the effectiveness of any transactions contemplated hereby; and

          (e)  all of the Vessels comply in all material respects  with all
applicable  international  conventions,  national, federal, state and other
governmental  laws  and  regulations;  the  rules   of  the  classification
societies  under  which  the  Vessels  are  classed  and  any   contractual
obligations   regarding  the  prevention  of  pollution  and  other  marine
environmental hazards,  including  the  transportation  and  management  of
hazardous   substances   and   waste  disposal,  and  the  Parent  and  its
Subsidiaries have made all required payments and contributions to statutory
environmental insurance schemes  and  other environmental insurance schemes
applicable  to  the  Parent  and its Subsidiaries  and  customary  for  the
business and operations conducted by them.

     SECTION 7.19 SUBSIDIARIES. Each Subsidiary (whether direct or indirect)
of the Parent is set forth on  SCHEDULE  7.19  attached  hereto.  As of the
Closing  Date,  no  Subsidiary  of  the  Parent, other than the  Borrowers,
International Holdings, Trico Shipping and  Trico  Supply,  guarantees  the
obligations  of  the  Parent  under the Senior Notes.  Except to the extent
permitted under SECTION 9.3(f),  neither the Parent nor its Subsidiaries is
engaged in any joint venture or partnership with any other Person.

     SECTION 7.20 CHIEF EXECUTIVE OFFICE; BOOKS AND RECORDS.

          (a)  Each of the Borrowers'  and  the  Parent's  chief  executive
office  is  at  250  North American Court, Houma, Louisiana 70363, at which
location their respective books and records are kept.

          (b)  Marine  Operators' federal employer identification number is
72-109-6124.  Marine Assets'  federal employer identification number is 72-
125-2404.  The Parent's federal  employer  identification number is 72-125-
2405.

     SECTION 7.21 DISCLOSURE.   None  of  this Agreement,  the  other  Loan
Documents  or  the  other  information  furnished  by  the  Parent  or  its
Subsidiaries to the Administrative Agent  or  the Banks contains any untrue
statement of a material fact or omits to state  a  material  fact (known to
such Person in the case of any document or information not furnished by it)
necessary in order to make the statements herein or therein not misleading.
There  is  no fact known to any such Person which has had or is  reasonably
likely in the  future  to  have  a  Material  Adverse  Effect, exclusive of
effects resulting from changes in general economic conditions.

     SECTION 7.22 FISCAL YEAR. The Parent and each of its Subsidiaries has
a  fiscal  year  which  is the twelve months ending on December 31 of each
year.

     SECTION 7.23 NO LABOR AGREEMENTS. Except as described on SCHEDULE 7.23,
none of the Parent nor any of its Subsidiaries has any labor  agreements in
effect with any unionized group of employees.

     SECTION 7.24 CONCERNING THE VESSELS.

          (a)  SCHEDULE 7.24 sets forth a true and correct list  describing
each  of  the  Vessels  owned on the Closing Date by the Borrowers and  the
Parent and their Subsidiaries  and  correctly  sets forth whether each such
Vessel is owned by Marine Assets, Marine Operators  or  the  Parent.   Each
Vessel has been appropriately registered under the laws of its jurisdiction
of  registration,  including, with respect to each Vessel shown on SCHEDULE
7.24 hereof as being  registered  under  the  laws  of the United States of
America (the "US Flag Vessels"), the laws of the United  States of America,
and  as  of the Closing Date except as disclosed to the Banks  in  writing,
neither of  the  Borrowers own any Vessels registered under the laws of the
United States of America other than the US Flag Vessels.

          (b)  Each  Vessel  complies with all applicable maritime laws and
regulations, including, with respect to each US Flag Vessel, all applicable
requirements of the Shipping Act of 1916, as amended and in effect, and all
applicable regulations thereunder  and  all  applicable requirements of the
maritime  laws  of  the  United  States  of  America   and  all  applicable
regulations thereunder.  Each of the Borrowers and the Parent  is a citizen
of the United States for purposes of operating each of the US Flag  Vessels
in the coastwise trade in accordance with Section 2 of the Shipping Act  of
1916,  as  amended  and  in  effect,  and the regulations thereunder.  Each
bareboat or demise charterer of each of the US Flag Vessels operated in the
coastwise trade of the United States (i)  is a citizen of the United States
for  purposes of operating and maintaining such  US  Flag  Vessels  in  the
coastwise  trade  in accordance with Section 2 of the Shipping Act of 1916,
as amended and in effect,  and  the  regulations  thereunder  or (ii) is in
compliance with the citizenship requirements set forth in 46 App.  U.S.C.A.
Section  883-1.   Each  of  the  US  Flag  Vessels listed on SCHEDULE  7.24
attached hereto and which is in operation is covered by a valid Coast Guard
Certificate of Inspection, and SCHEDULE 7.24  attached  hereto lists the US
Flag Vessels which have a load line certificate and which  are  classed  by
the  American  Bureau  of  Shipping (or any other classification society or
societies satisfactory to the Administrative Agent and the Banks).  Each US
Flag Vessel operated and maintained  as  a vessel in the coastwise trade of
the United States is so operated in accordance  with  the  Shipping  Act of
1916,  as  amended  and  in effect, and the regulations thereunder, and all
other US Flag Vessels if operated  and  maintained  in  the coastwise trade
would be eligible to be so operated in accordance with the  Shipping Act of
1916,  as  amended  and  in  effect,  and  the regulations thereunder.   In
addition to the information regarding US Flag  Vessels,  SCHEDULE 7.24 sets
forth a list of all other Vessels owned by the Borrowers and the Parent and
their Subsidiaries.

          (c)  Each Vessel subject to a Vessel Mortgage is  covered by hull
and  machinery,  protection  and indemnity, war risk, loss of earnings  and
excess liability insurance in  accordance  with  the  requirements  of such
Vessel Mortgage.

     SECTION 8.   AFFIRMATIVE  COVENANTS.   The  Parent  and  each  of  the
Borrowers  jointly  and  severally  covenant and agree that, so long as any
Loan,  Unpaid  Reimbursement  Obligation,  Letter  of  Credit  or  Note  is
outstanding or any Bank has any obligation to make any Loans or the Issuing
Bank has any obligation to issue,  extend  or  renew  any Letters of Credit
hereunder:

     SECTION 8.1 PUNCTUAL PAYMENT. The Borrowers will duly  and  punctually
pay  or  cause  to  be  paid  the  principal and interest on the Loans, all
Reimbursement Obligations, the Letter  of  Credit Fees, the Commitment Fees
and  all other amounts provided for in this Agreement,  all  in  accordance
with the terms of this Agreement, the Notes and the other Loan Documents.

     SECTION 8.2  MAINTENANCE  OF  OFFICE.   Each  of the Borrowers and the
Parent  will  maintain  its  chief executive office at 250  North  American
Court, Houma, Louisiana 70363,  or at such other place in the United States
of  America  as such Person shall designate  upon  written  notice  to  the
Administrative  Agent,  where notices, presentations and demands to or upon
such Person in respect of the Loan Documents may be given or made.

     SECTION 8.3 RECORDS AND ACCOUNTS. Each of the Borrowers and the Parent
will and the Parent will  cause  each of its other Subsidiaries to (a) keep
true and accurate records and books  of  account  in  which  full, true and
correct  entries  will  be  made  in  accordance  with  generally  accepted
accounting  principles and (b) maintain adequate accounts and reserves  for
all taxes (including  income  taxes), depreciation, depletion, obsolescence
and amortization of its properties, contingencies, and other reserves.

     SECTION 8.4 FINANCIAL STATEMENTS, CERTIFICATES  AND  INFORMATION.  The
Parent and the Borrowers will deliver to the Administrative  Agent and each
of the Banks:

          (a)  as  soon  as  practicable,  but in any event not later  than
ninety  (90) days after the end of each fiscal  year  of  the  Parent,  the
consolidated balance sheet of the Parent and its Subsidiaries as at the end
of  such year,  and  the  related  consolidated  statement  of  income  and
consolidated  statement  of  cash flow for such year, each setting forth in
comparative  form  the  figures  for  the  previous  fiscal  year  and  all
statements  to  be  in  reasonable  detail,  prepared  in  accordance  with
generally   accepted   accounting   principles,   and   certified   without
qualification  by  PricewaterhouseCoopers   LLP  or  by  other  independent
certified  public  accountants  of  recognized  national   standing,  which
statements shall include a footnote which identifies any Default  or  Event
of Default;

          (b)  as  soon  as  practicable,  but  in any event not later than
forty-five  (45)  days  after  the end of each of the  first  three  fiscal
quarters of the Parent, copies of  the unaudited consolidated balance sheet
of the Parent and its Subsidiaries as  at  the end of such quarter, and the
related consolidated statement of income and consolidated statement of cash
flow  for the portion of the Parent's fiscal  year  then  elapsed,  all  in
reasonable  detail  and  prepared  in  accordance  with  generally accepted
accounting  principles,  together  with  a  certification by the  principal
financial or accounting officers of each of the  Borrowers  and  the Parent
that the information contained in such financial statements fairly presents
the  financial  position  of  the  Parent  and its Subsidiaries on the date
thereof (subject to year-end adjustments);

          (c)  promptly  upon  the  delivery of  the  financial  statements
referred to in subsections (a) and (b)  above, a statement certified by the
principal financial or accounting officers  of the Borrowers and the Parent
in  substantially  the form of EXHIBIT C attached  hereto  (i)  stating  no
Default or Event of  Default  exists  and  is  continuing, (ii) stating the
Borrowers  and  the Parent are in compliance with  SECTION  8.6(c)  hereof,
(iii) reaffirming  the  representations  and  warranties  contained  herein
including,  without limitation, SECTION 7.21, or if any such representation
or warranty is  stated to have been made solely as of an earlier date, such
representation or  warranty  is reaffirmed as if made on such date and (iv)
setting  forth  in  reasonable  detail  computations  (A)  calculating  the
Leverage  Ratio  for purposes of determining  the  Applicable  Margin,  (B)
evidencing compliance with the covenants contained in SECTION 10 hereof and
(if applicable) reconciliations  to  reflect  changes in generally accepted
accounting principles since the Balance Sheet Date;

          (d)  promptly upon the filing or mailing  thereof,  copies of all
material  information  of a financial nature filed with the Securities  and
Exchange Commission or sent to the stockholders of the Parent;

          (e)  on December  1  of each year an annual operating and capital
budget  for the following year in  a  form  reasonably  acceptable  to  the
Administrative Agent;

          (f)  on  each June 30 and January 31 of each calendar year of the
Parent, or more frequently as determined by the Administrative Agent or the
Majority Banks, the  Borrowers  will,  at  their  own  expense,  obtain and
deliver to the Administrative Agent and the Banks appraisal reports in form
and   substance   and   from  appraisers  reasonably  satisfactory  to  the
Administrative Agent (each such report herein, an "Appraisal"), stating the
then  current fair market  values  of  the  Vessels  subject  to  a  Vessel
Mortgage,  PROVIDED, THAT, (i) the Administrative Agent may, upon notice to
the Borrowers, obtain such Appraisals and the cost of such Appraisals shall
be paid by the  Borrowers  and  (ii)  unless  a Default or Event of Default
shall have occurred and be continuing, the Borrowers shall not be obligated
to pay for more than two Appraisals during any one calendar year; and

          (g)  from time to time such other financial  data and information
(including accountants' management letters) as the Administrative  Agent or
any Bank may reasonably request.

     SECTION 8.5 NOTICES.

     SECTION  8.5.1.  DEFAULTS.  The Parent and the Borrowers will promptly
notify the Administrative Agent in writing of the occurrence of any Default
or Event of Default.  If any Person shall give any notice or take any other
action in respect  of  a  claimed  default  (whether or not constituting an
Event  of  Default) under this Agreement or any  other  note,  evidence  of
indebtedness,  indenture  or  other  obligation to which or with respect to
which the Parent or any of its Subsidiaries  is a party or obligor, whether
as principal or surety, the Parent and the Borrowers  shall  forthwith give
written notice thereof to the Administrative Agent, describing  the  notice
or action and the nature of the claimed default.

     SECTION  8.5.2.   ENVIRONMENTAL  EVENTS.  The Parent and the Borrowers
will promptly give notice to the Administrative  Agent  (a) of any material
violation  of  any  Environmental  Law  that  the  Parent  or  any  of  its
Subsidiaries reports in writing or is reportable by such Person  in writing
(or  for which any written report supplemental to any oral report is  made)
to any  federal,  state or local environmental agency and (b) upon becoming
aware thereof, of any  inquiry, proceeding, investigation, or other action,
including a notice from any agency of potential environmental liability, or
any national, federal, state  or  local environmental agency or board, that
has  the potential to have a Material  Adverse  Effect  or  which  has  the
potential to adversely affect the Administrative Agent's, the Banks' or the
Issuing Bank's security interests pursuant to the Security Documents.

     SECTION 8.5.3.  NOTIFICATION OF CLAIMS AGAINST COLLATERAL.  The Parent
and the Borrowers will, immediately upon becoming aware thereof, notify the
Administrative  Agent  in  writing  of  any setoff, claims, withholdings or
other  defenses  to  which  any of the Collateral,  or  the  Administrative
Agent's rights with respect to  the  Collateral,  are subject, involving in
any one case an amount of $500,000 or more.

     SECTION 8.5.4.  NOTICE OF LITIGATION AND JUDGMENTS.   The  Parent  and
the   Borrowers  will,  and  the  Parent  will  cause  each  of  its  other
Subsidiaries  to, give notice to the Administrative Agent in writing within
fifteen (15) days of becoming aware of any litigation or proceedings or any
pending litigation  and  proceedings  affecting  the  Parent  or any of its
Subsidiaries  or  to  which  the  Parent or any of its Subsidiaries  is  or
becomes a party involving a claim,  not fully covered by insurance, against
the Parent or any of its Subsidiaries  that could reasonably be expected to
have a Material Adverse Effect, and stating  the  nature and status of such
litigation  or  proceedings.  The Parent and the Borrowers  will,  and  the
Parent will cause  each  of  its  other Subsidiaries to, give notice to the
Administrative Agent, in writing, in  form  and  detail satisfactory to the
Administrative  Agent,  within  ten  (10) days of any  judgment  not  fully
covered by insurance, final or otherwise,  against the Parent or any of its
Subsidiaries in an amount in excess of $1,000,000.

     SECTION 8.6 CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES.  Except as
permitted under SECTION 9.5.1 hereof, the Parent and  each of the Borrowers
will do or cause to be done all things necessary to preserve  and  keep  in
full  force  and  effect its corporate existence, rights and franchises and
those of the Parent's  other  Subsidiaries.   The  Parent  and  each of the
Borrowers  (a)  will  cause all of its properties and those of the Parent's
other Subsidiaries used  or  useful  in  the conduct of its business or the
business of such Subsidiaries to be maintained  and kept in good condition,
repair  and  working order and supplied with all necessary  equipment,  (b)
will cause to  be  made  all  necessary  repairs,  renewals,  replacements,
betterments and improvements thereof, all as in the judgment of such Person
may  be  necessary so that the business carried on in connection  therewith
may be properly  and  advantageously  conducted at all times, and (c) will,
and the Parent will cause each of its other  Subsidiaries  to,  continue to
engage  primarily  in  the  businesses now conducted by them and in related
businesses; provided that nothing  in  this  SECTION  8.6 shall prevent the
Parent  or  any  of  the  Borrowers  from  discontinuing the operation  and
maintenance  of  any  of  its properties or those  of  the  Parent's  other
Subsidiaries if such discontinuance  is,  in  the  judgment of such Person,
desirable  in  the conduct of its or their business and  does  not  in  the
aggregate have a Material Adverse Effect.

     SECTION 8.7 INSURANCE.  The Parent and each of the Borrowers will, and
the Parent will cause  each  of  its  other  Subsidiaries to, maintain with
financially  sound and reputable insurers insurance  with  respect  to  its
properties and  business against such casualties and contingencies as shall
be in accordance  with  the  general  practices  of  businesses  engaged in
similar  activities  in similar geographic areas and in amounts, containing
such terms, in such forms  and  for  such  periods as may be reasonable and
prudent and with respect to the Collateral in  accordance with the terms of
the Security Documents.

     SECTION 8.8 TAXES AND CLAIMS. The Parent and  each  of  the  Borrowers
will, and the Parent will cause each of its other Subsidiaries to, duly pay
and  discharge,  or cause to be paid and discharged, before the same  shall
become overdue, all  taxes,  assessments  and  other  governmental  charges
(other  than  taxes, assessments and other governmental charges imposed  by
jurisdictions  other   than  those  in  which  such  Person's  business  is
principally conducted that  in  the  aggregate  are  not  material  to  the
business or assets of the Borrowers on an individual basis or of the Parent
and  its Subsidiaries on a consolidated basis) imposed upon it and its real
properties,  sales  and activities, or any part thereof, or upon the income
or profits therefrom,  as  well  as  all  claims  for  labor, materials, or
supplies that if unpaid might by law become a lien or charge  upon  any  of
its property; provided that any such tax, assessment, charge, levy or claim
need  not  be  paid  if  the  validity or amount thereof shall currently be
contested in good faith by appropriate proceedings and if such Person shall
have set aside on its books adequate  reserves  with respect thereto to the
extent   required   in   accordance  with  generally  accepted   accounting
principles; and provided further that the Parent, each of the Borrowers and
each other Subsidiary of the  Parent  will pay all such taxes, assessments,
charges, levies or claims forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor.

     SECTION 8.9 INSPECTION OF PROPERTIES AND  BOOKS,  ETC.  The Parent and
each of the Borrowers shall permit the Issuing Bank and  the Banks, through
the Administrative Agent or the Issuing Bank's or any of the  Banks'  other
designated  representatives, to visit and inspect any of the properties  of
the Parent, the  Borrowers  or  any  of  the Parent's other Subsidiaries to
examine the books of account of the Parent  and  its  Subsidiaries  (and to
make  copies  thereof  and extracts therefrom), and to discuss the affairs,
finances and accounts of  the  Parent  and its Subsidiaries with, and to be
advised as to the same by, its and their  officers,  all at such reasonable
times and intervals as the Administrative Agent, the Issuing  Bank  or  any
Bank may reasonably request.

     SECTION 8.10 COMPLIANCE  WITH  LAWS, CONTRACTS, LICENSES, AND PERMITS.
The Parent and each of the Borrowers  will,  and the Parent will cause each
of its other Subsidiaries to, comply in all material  respects with (a) the
applicable laws and regulations wherever its business is  conducted  or its
assets  are  owned  or  situated, including all Environmental Laws, (b) the
provisions of its charter  documents and by-laws, (c) all stock exchange or
other applicable regulatory  rules,  (d)  all agreements and instruments by
which it or any of its properties may be bound, (e) all applicable decrees,
orders,  and  judgments,  and  (f)  the  rules  and   requirements  of  any
classification   society   in  which  any  Vessel  is  classed.    If   any
authorization, consent, approval,  permit  or  license  from  any  officer,
agency  or  instrumentality  of  any  government  shall become necessary or
required  in order that the Parent, the Borrower or  any  of  the  Parent's
other Subsidiaries may fulfill any of its obligations hereunder, the Parent
and the Borrower  will, or will cause such other Subsidiary to, immediately
take or cause to be  taken  all  reasonable  steps within the power of such
Person to obtain such authorization, consent,  approval,  permit or license
and furnish the Administrative Agent and the Banks with evidence thereof.

     SECTION 8.11 USE OF PROCEEDS. The Borrowers will use the  proceeds  of
the Loans solely  to  refinance  the  indebtedness  outstanding  under  the
Existing  Credit  Facility,  for  working capital and for general corporate
purposes.  The Borrowers will obtain  Letters  of Credit solely for general
corporate purposes.

     SECTION 8.12 CONCERNING THE VESSELS. Each of the Borrowers shall at all
times operate each Vessel in compliance in all respects with all applicable
governmental rules, regulations and requirements pertaining to such Vessels
(including, without limitation, all requirements  of  the  Shipping  Act of
1916, as amended and in effect, applicable to each US Flag Vessel) and,  to
the  extent  required to be classed, in compliance in all respects with all
rules,  regulations  and  requirements  of  the  applicable  classification
society.   Each of the Borrowers and the Parent shall at all times maintain
and shall assure  that  each  demise  or  bareboat charterer of the US Flag
Vessels operated and maintained in the coastwise trade of the United States
shall  maintain, as required, its citizenship  of  the  United  States  for
purposes of operating each of the US Flag Vessels in the coastwise trade in
accordance  with  Section  2 of the Shipping Act of 1916, as amended and in
effect, and the regulations  thereunder or the citizenship requirements set
forth  in  46  App.   U.S.C.A.   Section   883-1.    Upon  request  of  the
Administrative  Agent,  the  Borrowers shall furnish to the  Administrative
Agent and the Banks the certificate of each classification society covering
each of the US Flag Vessels listed  on  SCHEDULE  7.24  attached  hereto no
later  than  thirty  (30)  days  after  the  end of each fiscal year of the
Parent.  The Borrowers shall keep each US Flag  Vessel registered under the
laws of the United States and each Vessel (other  than  a  US  Flag Vessel)
flagged under the laws of another jurisdiction and shall maintain  in  full
force  and  effect  the  Coast  Guard  Certificate  of  Inspection  (or the
equivalent   for   any   Vessel   registered  under  the  laws  of  another
jurisdiction) of each Vessel that is in operation and which requires such a
certificate and furnish to the Administrative  Agent copies of all renewals
and extensions thereof.

     SECTION 8.13 FURTHER ASSURANCES. The Parent and the Borrowers will and
will cause each of the Parent's other Subsidiaries  to  cooperate  with the
Banks,  the  Issuing  Bank  and  the  Administrative Agent and execute such
further instruments and documents as the  Banks,  the  Issuing  Bank or the
Administrative  Agent  shall  reasonably  request  to  carry  out  to their
satisfaction the transactions contemplated by this Agreement and the  other
Loan Documents.

     SECTION 8.14 ADDITIONAL GUARANTORS.  The Parent and the Borrowers will
cause  each  Subsidiary   acquired   or  formed  after  the  Closing  Date,
contemporaneously  with such formation  or  acquisition,  to  guaranty  the
Obligations pursuant  to  a  guaranty in form and substance satisfactory to
the Administrative Agent, which  guaranty  shall  be  a  Security  Document
hereunder;  provided  that the requirements of this SECTION 8.14 shall  not
apply to (a) the Title 11 Subsidiary, (b) International Holdings, (c) Trico
Shipping, (d) Trico Supply  and  (e)  any other Subsidiary formed after the
Closing Date to the extent, in each case,  that  such  Subsidiary does not,
and  is  not  required  pursuant  to  the terms of the Indentures  relating
thereto, to guaranty the obligations of the Parent under the Senior Notes.

     SECTION 8.15 YEAR 2000 COMPLIANCE. Each of the Parent and the Borrowers
shall (a) perform all acts reasonably necessary  to ensure that each of the
Parent, the Borrowers and their Subsidiaries, become Year 2000 Compliant in
a timely manner and (b) each of the Parent and the  Borrower  shall use its
reasonable  commercial efforts to verify the systems of all its  customers,
suppliers and vendors that are material to any of the Parent, the Borrowers
and their Subsidiaries  and  assess  whether  such  customer,  supplier  or
vendors  shall  become  Year  2000 Compliant in a timely manner.  Such acts
shall include, without limitation,  performing  a  comprehensive review and
assessment  of all of the systems of the Parent, the  Borrowers  and  their
Subsidiaries,  and  adopting a detailed plan, with itemized budget, for the
remediation, monitoring  and  testing  of  such  systems.   As used in this
paragraph, "Year 2000 Compliant" shall mean, in regard to any  entity, that
all  software, hardware, firmware, equipment, goods or systems utilized  by
or material  to  the  business  operations  or  financial condition of such
entity, will properly perform date sensitive functions  before,  during and
after  the year 2000.  The Parent and the Borrowers shall, and shall  cause
each Subsidiary  to,  promptly  upon request, provide to the Administrative
Agent such certifications or other  evidence  of  their compliance with the
terms of this paragraph as the Administrative Agent  may  from time to time
require.

     SECTION 9. CERTAIN NEGATIVE  COVENANTS.  The Parent and  each  of  the
Borrowers jointly and severally covenant  and  agree  that,  so long as any
Loan,  Unpaid  Reimbursement  Obligation,  Letter  of  Credit  or  Note  is
outstanding or any Bank has any obligation to make any Loans or the Issuing
Bank  has  any  obligation  to issue, extend or renew any Letters of Credit
hereunder:

     SECTION 9.1 RESTRICTIONS ON  INDEBTEDNESS.  The Parent and each of the
Borrowers  will not, and the Parent  will  not  permit  any  of  its  other
Subsidiaries  to,  create, incur, assume, guarantee or be or remain liable,
contingently or otherwise, with respect to any Indebtedness other than:

          (a)  Indebtedness   to  the  Banks,  the  Issuing  Bank  and  the
Administrative Agent arising under any of the Loan Documents;

          (b)  Indebtedness  of  the  Borrowers  or  the  Parent  or  their
Subsidiaries in respect of current  liabilities  incurred  in  the ordinary
course of business not incurred through (i) the borrowing of money, or (ii)
the  obtaining  of credit except for trade credit on an open account  basis
customarily extended  and  in  fact  extended  in  connection  with  normal
purchases of goods and services, PROVIDED no such obligations in excess  of
$250,000 in the aggregate outstanding at any time shall be outstanding past
the  date  which is the later of (i) 120 days past the invoice date or (ii)
60 days past the due date unless such obligation is being contested in good
faith and adequate  reserves  have  been  established  in  accordance  with
generally accepted account principles;

          (c)  Indebtedness  in respect of taxes, assessments, governmental
charges or levies and claims for  labor,  materials  and  supplies  to  the
extent  that  payment therefor shall not at the time be required to be made
in accordance with  the  provisions of SECTION 8.8, PROVIDED that no notice
of lien has been filed or  recorded  under  the  Code  or  other applicable
requirement of law;

          (d)  Indebtedness  in  respect of judgments or awards  that  have
been in force for less than the applicable  period  for taking an appeal so
long  as  execution is not levied thereunder or in respect  of  which  such
Person shall  at  the  time  in  good  faith  be  prosecuting  an appeal or
proceedings  for  review and in respect of which a stay of execution  shall
have been obtained  pending  such appeal or review and such Indebtedness at
any time outstanding is not in excess of $3,000,000;

          (e)  endorsements for  collection,  deposit  or  negotiation  and
warranties  of  products or services, in each case incurred in the ordinary
course of business;

          (f)  Indebtedness  existing on the Closing Date of this Agreement
and  listed  and  described  on SCHEDULE  9.1  hereto  (acceptable  to  the
Administrative Agent and the Banks) and Indebtedness issued to refinance or
replace  such  Indebtedness,  provided   that   (i)   the  obligor  on  the
Indebtedness so refinanced or replaced is the obligor on  such  refinancing
or  replacement  Indebtedness,  (ii)  the  principal amount of Indebtedness
issued to refinance or replace such Indebtedness  is  not  increased beyond
the  amount  outstanding  thereunder  (and in the case of revolving  credit
facilities the maximum amount available  for  borrowing  thereunder  is not
increased above the amount in place on the Closing Date hereof), (iii)  the
aggregate  amount  of such refinancing or replacement Indebtedness plus the
amount of Indebtedness  listed  on  SCHEDULE 9.1 which is still outstanding
does not exceed the aggregate principal  amount  of  the  Indebtedness  set
forth  on SCHEDULE 9.1 hereto (such principal amount to include commitments
under revolving  credit  facilities),  (iv) such refinancing or replacement
Indebtedness has a final maturity date no  earlier  than  October 31, 2002,
(v)  such  Indebtedness  is  on  terms  and conditions (including,  without
limitation, terms relating to interest rate, covenants, defaults, mandatory
prepayments and the ability of such Subsidiary  to  make dividends or loans
to the Parent or the Borrowers) not materially more onerous  to the Parent,
the Borrower or such Subsidiary than the Indebtedness set forth on SCHEDULE
9.1 being refinanced, (vi) if secured, such Indebtedness is not  secured by
liens  on  any  assets  of  the Borrower or such Subsidiary which were  not
previously subject to liens securing the Indebtedness set forth on SCHEDULE
9.1 being refinanced; and (vii)  after  giving  effect to the incurrence of
such refinancing or replacement Indebtedness no Default or Event of Default
shall  have  occurred  and  be  continuing and the Borrowers  shall  be  in
compliance with the borrowing limitations set forth in SECTION 2.1;

          (g)  (i)  Indebtedness  incurred   after   the   date  hereof  in
connection with the acquisition or construction (and within 90 days of such
acquisition  or  construction)  of  any  real or personal property  by  the
Parent,  the  Borrowers  or  any  other  Subsidiary   of   the  Parent  and
Indebtedness assumed in connection with any acquisition (whether  of assets
or stock) of a business by any of such Persons so long as such indebtedness
existed  at  the  time  of  any  such  acquisition  and was not incurred in
anticipation  of  or  in  connection  with any such acquisition,  including
Indebtedness issued to refinance or replace  such  Indebtedness  so long as
such  refinancing  or replacement Indebtedness otherwise complies with  the
criteria set forth in  SECTION  9.1(f)(I),  (II), (IV), (V), (VI) and (VII)
(without  reference to SCHEDULE 9.1 hereto) and  (ii)  Capitalized  Leases;
PROVIDED, (A)  that the aggregate principal amount of all such Indebtedness
under this clause  (g)  shall not, at any time, exceed $10,000,000, (B) the
Capital Expenditure or other  acquisition associated with such Indebtedness
is permitted pursuant to SECTION  10.5 or SECTION 9.5 hereof, respectively,
and (C) after giving effect to the  incurrence  of  any  such  Indebtedness
under  this clause (g), no Default or Event of Default shall have  occurred
and be continuing  and  the  Borrowers  shall  be  in  compliance  with the
borrowing limitations set forth in SECTION 2.1.

          (h)  Indebtedness  of  a  wholly-owned  Subsidiary  of the Parent
(other than Borrowers) or a Borrower owing to the Parent or such  Borrower,
provided   that  the  Investment  corresponding  to  such  Indebtedness  is
permitted pursuant to SECTION 9.3(e);

          (i)  contingent  obligations  arising in connection with (i) non-
delinquent  surety,  performance or other similar  bonds  obtained  in  the
ordinary course of business,  consistent  with  past  practices,  and  (ii)
standby letters of credit issued in lieu of such bonds;

          (j)  Indebtedness  in  respect of the Senior Notes and guaranties
thereof in an aggregate principal amount not to exceed $280,000,000;

          (k)  additional  unsecured   subordinated   Indebtedness   in  an
aggregate  principal amount and on terms and conditions (including, without
limitation,  with  respect to tenor, interest rate, voluntary and mandatory
payments  and  terms of  the  subordination  provisions  relating  thereto)
acceptable to the Agents and the Majority Banks, in their sole discretion;

          (l)  additional  unsecured Indebtedness in an aggregate principal
amount not to exceed $3,000,000; and

          (m)  Derivative Contracts  of  the  Parent, the Borrowers and the
Parent's  Subsidiaries  (other than Subsidiaries  of  the  Borrowers)  that
qualify under generally accepted  accounting principles as a hedge of fixed
or floating rate Indebtedness or foreign  currency  needs  (and  not  as  a
speculative  investment)  and which are entered into in the ordinary course
of their business.

     SECTION 9.2 RESTRICTIONS  ON  LIENS.   The  Parent  and  each  of  the
Borrowers will  not,  and  the  Parent  will  not  permit  any of its other
Subsidiaries to, (a) create or incur or suffer to be created or incurred or
to  exist  any lien, encumbrance, mortgage, pledge, charge, restriction  or
other security  interest  of any kind upon any of its property or assets of
any character whether now owned  or  hereafter acquired, or upon the income
or profits therefrom; (b) transfer any  of  such  property or assets or the
income or profits therefrom for the purpose of subjecting  the  same to the
payment of Indebtedness or performance of any other obligation in  priority
to  payment  of  its  general  creditors;  (c) acquire, or agree or have an
option to acquire, any property or assets upon  conditional  sale  or other
title   retention   or   purchase   money  security  agreement,  device  or
arrangement; (d) suffer to exist for  a period of more than sixty (60) days
after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; (e)
sell, assign, pledge or otherwise transfer  any  accounts, contract rights,
general  intangibles,  chattel  paper  or  instruments,   with  or  without
recourse; or (f) enter into or permit to remain in effect any  agreement by
which  such  Person  agrees not to encumber, mortgage, pledge, restrict  or
grant a security interest  in  any of its assets, provided that the Parent,
each of the Borrowers and any other  Subsidiary of the Parent may create or
incur or suffer to be created or incurred  or  to  exist any one or more of
the following Permitted Liens:

               (i) liens  to  secure  taxes,  assessments   and  other
     government  charges  in  respect  of  obligations  and  liens  on
     properties  to  secure  claims for labor, material or supplies or
     other Vessel operating expenses  in respect of obligations which,
     in  each case, are not overdue or are  being  contested  in  good
     faith  and  as  to which adequate reserves have been set aside on
     the books of the  Parent  or  a Borrower, as applicable, provided
     that no notice of a lien has been  filed  or  recorded  under the
     Code or other applicable law;

             (ii) deposits or pledges required in the ordinary  course
     of  business in connection with, or to secure payment of, payroll
     taxes,  workmen's  compensation,  unemployment insurance, old age
     pensions  or other social security obligations  (other  than  any
     lien imposed  by ERISA) and in each case, which do not secure the
     payment of Indebtedness  and which do not in the aggregate impair
     in any material respect the use of the Property of the Parent and
     its Subsidiaries in the operation of their business;

            (iii) deposits of cash  and equivalents to secure the non-
     delinquent performance of bids,  trade  contracts (other than for
     borrowed  money),  leases,  statutory  obligations,   surety  and
     performance  bonds and other obligations of a similar nature,  in
     each case made or incurred in the ordinary course of business and
     in respect of obligations which are not overdue and in each case,
     which do not secure  the payment of Indebtedness and which do not
     in the aggregate impair  in  any  material respect the use of the
     Property of the Parent and its Subsidiaries  in  the operation of
     their business;

              (iv) liens  on  properties  in  respect of judgments  or
     awards, the Indebtedness with respect to which  is  permitted  by
     SECTION 9.1(d) hereof;

               (v) liens  of  carriers,  warehousemen,  mechanics  and
     materialmen,  and  other  like liens on properties arising in the
     ordinary course of business  and which are in existence less than
     120  days  from  the  date  of creation  thereof  in  respect  of
     obligations not overdue and remain  payable  without  penalty  or
     which  are  being  contested  in  good  faith  and by appropriate
     proceedings, which proceedings have the effect of  preventing the
     forfeiture or sale of the property subject thereto;  and  in each
     case,  which  do not secure the payment of Indebtedness and which
     do not in the aggregate impair in any material respect the use of
     Property in the  operation  of the business of the Parent and its
     Subsidiaries;

             (vi) encumbrances consisting of easements, rights of way,
     zoning restrictions, restrictions on the use of real property and
     defects and irregularities in  the  title  thereto, landlord's or
     lessor's   liens   under  leases,  and  other  minor   liens   or
     encumbrances incurred in the ordinary course of business, none of
     which in the aggregate  are  substantial  in  amount, and none of
     which,  individually  or in the aggregate, interferes  materially
     with the use of the property  affected in the ordinary conduct of
     the business of the Parent or any  of  its Subsidiaries, and none
     of which secure payment of Indebtedness;

            (vii) liens outstanding on the Closing  Date and listed on
     SCHEDULE  9.2  attached hereto (acceptable to the  Administrative
     Agent  and  the  Banks)   and   liens   securing  replacement  or
     refinancing Indebtedness permitted pursuant  to  SECTION  9.1(f),
     provided  that  (i)  such liens do not extend to any property  of
     such  Person  not previously  subject  to  a  lien  securing  the
     Indebtedness set forth on SCHEDULE 9.2 being refinanced; and (ii)
     after giving effect  to  incurrence  of  such  lien no Default or
     Event  of Default shall have occurred and be continuing  and  the
     Borrowers  shall  be in compliance with the borrowing limitations
     set forth herein;

           (viii) security  interests  in  and  mortgages  or negative
     pledges  on  real  or  personal  property acquired or constructed
     after the Closing Date and liens on  assets  acquired  subject to
     such  liens  or negative pledges, so long as, in each case,  such
     liens only secure  Indebtedness  of the type and amount permitted
     by SECTION 9.1(g) hereof, incurred  or assumed in connection with
     the  acquisition  of  such  property, which  security  interests,
     mortgages or negative pledges  cover  only  the  real or personal
     property so acquired (and the accounts, contracts  and  insurance
     proceeds associated with such property);

              (ix) liens in favor of the Administrative Agent for  the
     benefit of the  Banks and the Administrative Agent under the Loan
     Documents; and

              (x) liens  on  vessels  owned  by  Trico Supply securing
     Indebtedness set forth on SCHEDULE 9.1 hereto.

     SECTION 9.3 RESTRICTIONS ON INVESTMENTS. The  Parent  and  each of the
Borrowers  will  not,  and  the  Parent  will  not  permit any of its other
Subsidiaries  to,  make  or  permit to exist or to remain  outstanding  any
Investment except:

          (a)  Investments in  marketable  direct or guaranteed obligations
of  the United States of America, the Netherlands  or  Norway  that  mature
within one (1) year from the date of purchase by such Person and repurchase
agreements relating to the foregoing;

          (b)  Investments  in  demand  deposits,  certificates of deposit,
bankers acceptances and time deposits of commercial  banks  organized under
the laws of any country which is a member of the Organization  for Economic
Cooperation and Development (the "OECD") (having total assets in  excess of
$1,000,000,000);

          (c)  Investments  in  securities  commonly  known  as "commercial
paper" issued by a corporation organized and existing under the laws of the
United States of America or any state thereof that at the time  of purchase
have been rated and the ratings for which are not less than "P 1"  if rated
by  Moody's  Investors  Service, Inc.  and not less than "A 1" if rated  by
Standard and Poor's Ratings Group or similar Dutch or Norwegian securities;

          (d)  Investments  existing  on  the  Closing  Date  and listed on
SCHEDULE  9.3 attached hereto (acceptable to the Administrative  Agent  and
the Banks);

          (e)  Investments by the Parent or a Borrower in a Borrower;

          (f)  Investments  (directly  or  indirectly) by the Parent or the
Borrowers in a non-Guarantor Subsidiary or joint  ventures;  PROVIDED  that
(i)  the  aggregate  amount  of such Investments made during any one fiscal
year shall not exceed $500,000  and  (ii)  no  Default  or Event of Default
exists  or  would result therefrom; PROVIDED, FURTHER, that  the  aggregate
amount of Investments existing as of the Balance Sheet Date in Subsidiaries
of the Parent shall be permitted hereunder.

          (g)  Investments  in  acquisitions  permitted pursuant to SECTION
9.5.1.  hereof; and

          (h)  Investments by the Borrowers in  the  Parent in an aggregate
amount not to exceed in any one fiscal year of the Borrowers the sum of (i)
the scheduled payments of principal and interest under the Senior Notes for
such fiscal year PLUS (ii) the Borrowers' allocable share  of income taxes,
franchise  taxes, professional fees and other operating expenses  for  such
year (it being  understood  that,  with  respect  to  the  amount  of  each
Borrower's  allocable  share  of income taxes, such amount shall not exceed
the amount of income taxes for  which  such Borrower would have been liable
had the accounts of such Borrower not been  consolidated  with the accounts
of  the  Parent)  MINUS  (iii)  the aggregate amount of Distributions  made
pursuant to SECTION 9.4 hereof during  such  fiscal  year; PROVIDED that no
Investment (other than Investments the proceeds of which  are  used  to pay
taxes)  shall  be  made  if, after giving effect to such Investment or such
payment of principal or interest under the Senior Notes, a Default or Event
of Default shall have occurred and be continuing.

     SECTION 9.4 DISTRIBUTIONS.  None  of the Borrowers nor the Parent will
make any Distributions other than Distributions  by  the  Borrowers  to the
Parent  in an aggregate amount not to exceed in any one fiscal year of  the
Borrowers  the  sum of (i) the scheduled payments of principal and interest
under the Senior  Notes  for  such  fiscal  year  PLUS  (ii) the Borrowers'
allocable  share  of income taxes, franchise taxes, professional  fees  and
other operating expenses  for  such  year  (it  being understood that, with
respect to the amount of each Borrower's allocable  share  of income taxes,
such  amount  shall  not exceed the amount of income taxes for  which  such
Borrower would have been  liable had the accounts of such Borrower not been
consolidated with the accounts  of  the  Parent)  MINUS (iii) the aggregate
amount of Investments made pursuant to SECTION 9.3(I)  hereof  during  such
fiscal  year;  PROVIDED  that  no Distribution (other than Distributions in
respect  of  taxes)  shall  be  made   if,  after  giving  effect  to  such
Distribution or such payment of principal  or  interest  under  the  Senior
Notes, a Default or Event of Default shall have occurred and be continuing.

     SECTION 9.5 MERGER, CONSOLIDATION AND SALE OF ASSETS.

     SECTION 9.5.1.  MERGERS AND ACQUISITIONS.  The Parent and each of  the
Borrowers  will  not,  and  the  Parent  will  not  permit any of its other
Subsidiaries to, become a party to any merger or consolidation,  except  so
long  as  no  Default  or  Event  of  Default  then  exists or would result
therefrom,  (i)  the  merger  or  consolidation  of  one  or  more  of  the
Subsidiaries  of  the  Parent  (other  than  a Borrower) with and into  the
Parent, (ii) the merger or consolidation of two or more Subsidiaries of the
Parent provided, that in the case of the merger  of  a guarantor Subsidiary
with  a  non-guarantor Subsidiary, the guarantor Subsidiary  shall  be  the
surviving  corporation  in  such  merger,  PROVIDED that in the case of any
merger permitted under this SECTION 9.5.1, if  such merger or consolidation
involves  either  of  the  Borrowers,  such  Borrower   is   the  surviving
corporation.   The  Parent  will  not,  and  will  not  permit  any of  its
Subsidiaries  to  agree  to  or  effect  any  Acquisition,  other  than (i)
acquisitions by the Parent or any of its Subsidiaries, where not less  than
seventy-five  percent  (75%)  of  the  consideration paid or payable by the
Parent and its Subsidiaries in connection  therewith  is  funded  with  the
proceeds  of  a  Permitted  Equity  Issuance,  and (ii) any other Permitted
Acquisition  by  the  Parent  or any of its Subsidiaries,  other  than  the
Borrowers,  PROVIDED  that the Capital  Expenditure  associated  with  such
acquisition  is  permitted   under   this   Agreement  (including,  without
limitation, pursuant to SECTION 10.5 hereof).

     SECTION 9.5.2.  DISPOSITION OF ASSETS.   The  Parent  and  each of the
Borrowers  will  not,  and  the  Parent  will  not  permit any of its other
Subsidiaries to, become a party to or agree to or effect  any sale or other
disposition  of  assets, provided, that the Parent, the Borrowers  and  the
Parent's other Subsidiaries  may sell or otherwise dispose of any assets so
long as:

              (i) immediately  prior  to  and  after, and after giving
     effect to such sale or other disposition, no  Default or Event of
     Default shall then exist; and

             (ii) the aggregate fair market value of  all  such assets
     sold  or  otherwise disposed of during the term of this Agreement
     shall not exceed  an  amount  equal  to  $3,000,000 in any single
     transaction or $10,000,000 in the aggregate; and

            (iii) each  such sale is to a third  party  on  an  arm's-
     length  basis  for  cash  in  an  amount  representing  fair  and
     reasonable market value therefor; and

             (iv) the  Borrowers  shall  use  the net proceeds of such
     sale or disposition to prepay the principal balance of the Loans,
     Unpaid Reimbursement Obligations and Reimbursement Obligations in
     the order and in the manner set forth in SECTION  2.13  hereof if
     such  disposition of assets would otherwise result in a violation
     of SECTION 10.4 hereof.

     SECTION 9.6  COMPLIANCE  WITH ENVIRONMENTAL LAWS.  Except as otherwise
set forth on SCHEDULE 7.18 attached  hereto,  the  Parent  and  each of the
Borrowers  will  not,  and  the  Parent  will  not  permit any of its other
Subsidiaries to, (a) use any of the real estate or any  portion  thereof or
any  Vessel  for the handling, processing, storage or disposal of Hazardous
Substances, except  in  accordance in all material respects with applicable
Environmental Laws, (b) cause  or  permit  to be located on any of the real
estate  any underground tank or other underground  storage  receptacle  for
Hazardous  Substances,  except  in accordance in all material respects with
applicable Environmental Laws, (c) generate any Hazardous Substances on any
of the real estate or any Vessel,  except  in  accordance  in  all material
respects  with  applicable Environmental Laws, (d) conduct any activity  at
any real estate or use any real estate or any Vessel in any manner so as to
cause a release (i.e.   releasing,  spilling,  leaking,  pumping,  pouring,
emitting,  emptying,  discharging, injecting, escaping, leaching, disposing
or dumping) or threatened  release of Hazardous Substances on, upon or into
the real estate or on or from  such  Vessel,  except  in  accordance in all
material  respects  with  applicable  Environmental Laws, or (e)  otherwise
conduct any activity at any real estate  or  on  any Vessel or use any real
estate  or  any Vessel in any manner that would violate,  in  any  material
respect, any  Environmental  Law  or  bring  such  real estate or Vessel in
violation, in a material respect, of any Environmental Law.

     SECTION 9.7  EMPLOYEE BENEFIT PLANS.  None of the  Borrowers  nor  the
Parent nor any ERISA Affiliate will:

          (a)  engage in any "prohibited transaction" within the meaning of
Section 406 of ERISA  or  Section  4975 of the Code which could result in a
material liability for the Parent or any of its Subsidiaries; or

          (b)  sponsor,   maintain,  make   contributions   to   or   incur
liabilities in respect of any  Guaranteed  Pension  Plan  or  Multiemployer
Plan.

     SECTION 9.6 BUSINESS ACTIVITIES. None of the Borrowers, the Parent nor
any  of  their  Subsidiaries  will  engage  directly or indirectly (whether
through  Subsidiaries  or otherwise) in any type  of  business  other  than
business involving the operation,  ownership  or management of vessels used
for transportation or service.

     SECTION 9.9 CHANGE OF CHIEF EXECUTIVE OFFICE  OR CORPORATE NAME.  None
of  the  Borrowers,  the  Guarantors nor the Parent will change  its  chief
executive  office, federal employer  identification  number  or  registered
number (as the case may be) or its corporate name, unless it shall have (a)
given the Banks  and  the  Issuing  Bank  at least 30 days' advance written
notice of such change, and (b) filed in all  necessary  jurisdictions  such
UCC-3  financing  statements  or  other  documents  as  may be necessary or
desirable to continue without impairment or interruption the perfection and
priority  of  the  liens  on  the Collateral in favor of the Administrative
Agent for the benefit of the Banks pursuant to the Security Documents.

     SECTION 9.10 FISCAL YEAR. The Parent  and  its  Subsidiaries  will not
change  the  date  of  the  end  of  its fiscal year from that set forth in
SECTION 7.22 hereof.

     SECTION 9.11 TRANSACTIONS  WITH  AFFILIATES.    Except   as  otherwise
expressly  permitted  by  the  terms  hereof,  the  Parent and each of  the
Borrowers  will  not  and  will  not  permit  any  of  the  Parent's  other
Subsidiaries to engage in any transaction with any Affiliate  on terms more
favorable  to such Affiliate than would have been obtainable on  an  arm's-
length basis,  considered  from  the  perspective  of  the  Parent  or such
Borrower or Subsidiaries, as the case may be.

     SECTION 9.12 MODIFICATION  OF  CERTAIN  DOCUMENTS.  The Parent and the
Borrowers will not and will not permit the Parent's  other Subsidiaries to,
amend,  supplement or waive in any material respect any  of  the  terms  or
conditions  of the Senior Notes as set forth in the forms thereof delivered
to the Administrative Agent on or prior to the Closing Date.

     SECTION 9.13 UPSTREAM  LIMITATIONS.  The Parent and the Borrowers will
not, nor will the Parent permit  any of its Subsidiaries to, enter into any
agreement, contract or arrangement (other than this Agreement and the other
Loan Documents) restricting the ability  of any Subsidiary of the Parent to
pay or make dividends or distributions in  cash or kind or to make loans or
advances; provided that this limitation does  not  apply  (i) to agreements
entered  into by the Title 11 Subsidiary in effect on the date  hereof,  or
(ii) to restrictions on dividends or distributions arising from an event of
default under  an  agreement  by Trico Supply or its Subsidiaries governing
Indebtedness permitted under SECTION 9.1(f) and SECTION 9.1(g) hereof.

     SECTION 9.14 INCONSISTENT AGREEMENTS. The Parent and the Borrower will
not, nor will the Parent permit any of its Subsidiaries  to, enter into any
contract, arrangement or agreement containing any provision  which would be
violated or breached by the performance by the Parent, the Borrowers or any
of the Parent's other Subsidiaries of its obligations hereunder,  under any
of the Loan Documents.

     SECTION 9.15 NO  PREPAYMENTS, ETC.  The Parent will not, and will  not
permit any of its Subsidiaries  to, pay, repay, prepay, redeem, repurchase,
acquire, retire, defease, or otherwise  acquire,  all or any portion of the
Senior Notes in advance of the scheduled maturity date thereof.

     SECTION 9.16 FINANCIAL COVENANTS. The Parent and each of the Borrowers
jointly and severally covenant and agree that, so long  as any Loan, Unpaid
Reimbursement  Obligation, Letter of Credit or Note is outstanding  or  any
Bank has any obligation  to  make  any  Loans  or  the Issuing Bank has any
obligation to issue, extend or renew any Letters of Credit hereunder:

     SECTION 10.1 DEBT SERVICE COVERAGE RATIO. The Parent and the Borrowers
will not permit the Debt Service Coverage Ratio, determined  at  the end of
each fiscal quarter of the Parent ending during a period set forth  in  the
table  below,  to  be less than the ratio set forth opposite such period in
such table:

<TABLE>
<CAPTION>
               PERIOD                             MINIMUM RATIO
     <S>                                            <C>
       9/30/99 through 3/30/00                      1.00:1.00
      3/31/00 through 12/30/00                      1.20:1.00
     12/31/00 and thereafter                        1.35:1.00
</TABLE>

     SECTION 10.2 LEVERAGE RATIO.  The  Parent  and  the Borrowers will not
permit the Leverage Ratio, determined as at the end of  each fiscal quarter
of the Parent ending during a period set forth in the table  below,  to  be
greater than the ratio set forth opposite such period in such table:

<TABLE>
<CAPTION>
               PERIOD                             MAXIMUM RATIO
      <S>                                           <C>
       9/30/99 through 12/30/99                     8.75:1.00
      12/31/99 through 3/30/00                      8.50:1.00
       3/31/00 through 6/29/00                      8.00:1.00
       6/30/00 through 9/29/00                      7.00:1.00
       9/30/00 through 12/30/00                     6.50:1.00
      12/31/00 through 3/30/01                      6.25:1.00
       3/31/01 and thereafter                       6.00:1.00
</TABLE>

     SECTION 10.3 TANGIBLE  NET  WORTH.   The Parent and the Borrowers on a
consolidated basis will maintain at all times  a  consolidated Tangible Net
Worth  of  not  less than 85% of consolidated Tangible  Net  Worth  at  the
Closing Date plus  (i) 50% of cumulative net income (if positive) after the
Closing Date, plus (ii) 100% of any net proceeds of equity issued.

     SECTION 10.4 MINIMUM MORTGAGED  VESSEL  VALUE.   The  Parent  and  the
Borrowers will  not, at any time, permit the appraised fair market value of
the Mortgaged Vessels  (as  stated in the most current appraisals delivered
to the Administrative Agent pursuant  to  SECTION 8.4(f) hereof) to be less
than 200% of the Maximum Credit Exposure at  such time.  If on any date the
fair market value of the Mortgaged Vessels as  set  forth  in any Appraisal
provided pursuant to Section 8.4(f) hereof is less than 200% of the Maximum
Credit Exposure, then the Borrowers shall, as soon as possible,  but in any
event  within  fourteen  (14)  days  after  the  date  of  delivery  of the
Appraisal, exercise any one or a combination of the following: (a) grant to
the  Administrative  Agent,  for  the  benefit of the Banks and the Issuing
Bank, a perfected first priority security  interest  in one or more US Flag
Vessels having a fair market value that, in the aggregate,  is  equal to or
greater than the amount necessary to maintain a value of Mortgaged  Vessels
with  a  fair  market  value  equal  to or greater than 200% of the Maximum
Credit Exposure; or (b) make a mandatory  payment  pursuant to Section 2.13
hereof,  resulting  in  a corresponding permanent reduction  in  the  Total
Commitment whereupon the Commitments of the Banks shall be reduced pro rata
in accordance with their  respective  Commitment  Percentages, in an amount
sufficient to cause a reduction of the Maximum Credit  Exposure  such  that
the  fair  market  value  of the Mortgaged Vessels as set forth in the most
recent Appraisal provided pursuant  to Section 8.4(f) hereof is equal to or
greater than 200% of the Maximum Credit  Exposure.  The Borrowers shall pay
all reasonable costs and expenses of the Administrative  Agent, the Issuing
Bank  and  Banks  and  of counsel to the Administrative Agent  incurred  in
connection  with  any such  addition  of  Collateral.   In  the  event  the
Borrowers are required to grant a security interest in a Vessel pursuant to
this Section, Borrowers  shall  deliver  an  Appraisal  on  such  Vessel, a
mortgage  or  amendment  to  the  U.S.  Vessel Mortgage which grants to the
Administrative Agent for the benefit of the  Issuing  Bank and the Banks, a
perfected  first  priority  security  interest in such Vessel,  a  security
agreement or amendment to the Security Agreement granting a perfected first
priority  security  interest  in earnings,  insurance  and  other  Property
related to such Vessel, evidence  of first lien priority and legal opinions
of Borrowers' counsel, each in form  and  substance reasonably satisfactory
to the Administrative Agent and the Majority Banks.

     SECTION 10.5  CAPITAL EXPENDITURES.  The Parent will not, and will not
permit any of its Subsidiaries to, make Capital  Expenditures,  other  than
Excluded  Capital  Expenditures and Maintenance Capital Expenditures, in an
aggregate amount in any fiscal year of the Parent in excess of $20,000,000.
In addition, and as  a  further limitation, the Borrowers will not make any
Capital Expenditures other  than (i) Maintenance Capital Expenditures, (ii)
Excluded Capital Expenditures,  and  (iii) additional Capital Expenditures;
PROVIDED that the aggregate amount of  such additional Capital Expenditures
made by the Borrowers during any one fiscal  year  pursuant  to this clause
(iii) shall not exceed $3,000,000.

     SECTION 11. CLOSING CONDITIONS. The obligations of the Banks  to amend
and  restate  the  Existing  Credit  Agreement  and  to  convert  the loans
outstanding under the Existing Credit Agreement into Loans and to make  the
initial Loans hereunder and of the Issuing Bank to issue the initial Letter
of  Credit  hereunder shall be subject to the satisfaction of the following
conditions precedent on or prior to the Closing Date:

     SECTION 11.1 DELIVERY  OF DOCUMENTS.  Each of the Loan Documents shall
have been duly executed and delivered  by  the  respective parties thereto,
shall  be  in  full  force and effect and shall be in  form  and  substance
satisfactory to each of  the  Banks.  Each Bank shall have received a fully
executed copy of each such document.

     SECTION 11.2 CERTIFIED COPIES OF CORPORATE DOCUMENTS; RESOLUTIONS. Each
of the Banks shall have received from the Parent, each of the Borrowers and
each of the Guarantors a copy,  certified  by  a duly authorized officer of
such Person to be true and complete on the Closing Date, of each of (a) its
charter  or  other incorporation documents as in effect  on  such  date  of
certification,  (b)  its  by-laws  as  in  effect  on  such  date  and  (c)
resolutions   of   its  board  of  directors  authorizing  the  transaction
contemplated hereby.

     SECTION 11.3 CORPORATE ACTION.  All corporate action necessary for the
valid  execution, delivery and performance  by  the  Parent,  each  of  the
Borrowers  and  each of the Guarantors of this Agreement and the other Loan
Documents to which  it  is or is to become a party shall have been duly and
effectively taken, and evidence  thereof  satisfactory  to  the Banks shall
have been provided to each of the Banks.

     SECTION 11.4 INCUMBENCY  CERTIFICATE.   Each  of the Banks shall  have
received from the Parent, each of the Borrowers and  each of the Guarantors
an incumbency certificate, dated as of the Closing Date,  signed  by a duly
authorized  officer  of  such  Person,  and  giving the name and bearing  a
specimen signature of each individual who shall  be authorized (a) to sign,
in the name and on behalf of such Person, each of  the  Loan  Documents  to
which  such  Person  is or is to become a party; (b) in the case of each of
the Borrowers, to make  Loan  Requests; and (c) to give notices and to take
other action on such Person's behalf under the Loan Documents.

     SECTION 11.5 VALIDITY  OF LIENS.   The  Security  Documents  shall  be
effective to create in favor  of  the Administrative Agent, for the benefit
of the Banks, and the Issuing Bank  a  legal,  valid  and enforceable first
priority (except for Permitted Liens entitled to priority  under applicable
law)  security  interest  in the Collateral.  The US Vessel Mortgage  shall
constitute a first preferred  mortgage  as  defined  in  46 U.S.C.  Section
31322.   All  filings,  recordings,  deliveries  of instruments  and  other
actions necessary or desirable in the opinion of the  Administrative  Agent
and Majority Banks to perfect, protect and preserve such security interests
shall have been duly effected.  The Administrative Agent and Majority Banks
shall have received evidence thereof in form and substance satisfactory  to
the Administrative Agent.

     SECTION 11.6 PERFECTION  CERTIFICATES  AND  LIEN  SEARCH RESULTS.  The
Administrative  Agent  shall  have  received from each of the  Borrowers  a
completed and fully executed Perfection Certificate and the results of UCC,
U.S.  Coast Guard and other lien searches  with  respect to its Collateral,
indicating no encumbrances other than Permitted Liens and otherwise in form
and substance satisfactory to the Administrative Agent;  provided  that the
requirements  of  this  SECTION  11.6  may  be  satisfied by receipt by the
Administrative Agent of such lien search results  no  later  than  fourteen
(14) days after the Closing Date.

     SECTION 11.7 CERTIFICATES OF INSURANCE. The Administrative Agent shall
have  received (a) a certificate of insurance from an independent insurance
broker  dated  as  of  the  Closing  Date,  identifying  insurers, types of
insurance, insurance limits, and policy terms, and otherwise describing the
insurance  obtained  in  accordance  with  the  provisions of the  Security
Documents  and  (b)  certified  copies  of  all  policies  evidencing  such
insurance  (or certificates therefore signed by the  insurer  or  an  agent
authorized to  bind  the  insurer)  showing  the  Administrative  Agent  as
additional insured or loss payee, as applicable.

     SECTION 11.8 FINANCIAL  CONDITION.   The Banks shall have received the
financial statements referred to in SECTION 7.4 hereof, and the Banks shall
be satisfied that such financial statements fairly present the business and
financial  condition of the Parent and its Subsidiaries  as  of  the  dates
thereof and for the periods then ended.

     SECTION 11.9 SOLVENCY  CERTIFICATE.   Each  of  the  Banks  shall have
received  an  officer's  certificate from each of the Parent, the Borrowers
and the Guarantors dated as  of the Closing Date as to the solvency of such
Person following the consummation  of the transactions contemplated hereby,
which such certificates shall be in  form and substance satisfactory to the
Banks.

     SECTION 11.10 OPINIONS OF  COUNSEL.    Each   of  the  Banks  and  the
Administrative Agent shall have received a favorable  opinion  addressed to
the  Banks and the Administrative Agent, dated as of the Closing  Date,  in
form and  substance satisfactory to the Banks and the Administrative Agent,
from:  Jones,  Walker,  Waechter,  Poitevent,  Carrere  &  Denegre, L.L.P.,
counsel to the Parent and the Borrowers.

     SECTION 11.12 PAYMENT OF FEES AND EXPENSES. The Borrowers  shall  have
paid to the Administrative Agent for the accounts of the Banks, the Closing
Fees  pursuant  to SECTION  5.1  hereof,  all  fees  and  expenses  of  the
Administrative Agent's  special counsel through the Closing Date (including
an estimate for post closing  fees  and expenses), and all other amounts to
be paid pursuant to SECTION 16 as accrued through the Closing Date.

     SECTION 11.12 BORROWING NOTICE. The Borrowers shall  have delivered to
the Administrative Agent a Loan Request with respect to any  Loan requested
to be made on the Closing Date.

     SECTION 11.13  APPRAISALS   OF   VESSELS,  CLASS  CONFIRMATIONS.   The
Administrative Agent shall have received from marine surveyors satisfactory
to the Administrative Agent and Majority  Banks a market value appraisal of
each of the Vessels owned by the Borrowers  subject  to  a Vessel Mortgage.
Such  appraisals  shall  be  satisfactory to the Administrative  Agent  and
Majority  Banks in all respects  and  shall  evidence  that  the  Mortgaged
Vessels have  a  fair  market  value  equal  to or greater than 250% of the
Maximum  Credit  Exposure on the Closing Date.   The  Administrative  Agent
shall have received  a  certificate  from  the  classification society with
respect to each such Vessel, issued as of a recent date and indicating that
such Vessel is in compliance with the requirements  of  applicable  law for
use as intended.

     SECTION 11.14 CONCURRENT  FUNDING.   Inverness  Management,  LLC  will
concurrently fund,  or will have funded, its entire $50,000,000 cash equity
investment in the Parent,  the net proceeds of which will be used to reduce
the outstanding Indebtedness under the Existing Credit Agreement.

     SECTION 11.15 YEAR 2000. The Administrative  Agent and the Banks shall
have  received  and  reviewed,  with  results  satisfactory  to  the  them,
information   confirming   that  the  Parent,  the  Borrowers   and   their
Subsidiaries are Year 2000 Compliant  and  information  confirming that the
Parent,  the  Borrowers and their Subsidiaries have successfully  addressed
the risks resulting  from  the  failure  of  key  vendors  and customers to
successfully address the Year 2000 problem.

     SECTION 11.16 TERMINATION OF EXISTING CREDIT AGREEMENT.  The  Existing
Banks shall have assigned the Existing Credit Agreement and all obligations
thereunder to the Agents and the  Banks  and BankBoston shall have assigned
the liens held by it for the benefit of the  banks  in  the Existing Credit
Agreement to the Administrative Agent for the benefit of the Banks.

     SECTION 11.17 CERTIFICATE OF EXISTENCE; GOOD STANDING AND QUALIFICATION
TO DO BUSINESS.   Each of the Banks shall have received from the Parent and
each of the Borrowers  certificates of existence and good standing from its
state of incorporation or  formation,  and certificates of qualification to
do business from each jurisdiction in which it does business.

     SECTION 11.18   OTHER   DOCUMENTS.  Such  other   approvals, opinions,
documents or materials as the Administrative Agent or any Bank may request.

     For the purpose of each Section under  this  Section 11, the term Bank
shall include the Issuing Bank.

     SECTION 12. CONDITIONS TO ALL BORROWINGS. Each  Banks'  obligation  to
make any Loan and of the Issuing Bank to issue, extend or renew any Letters
of  Credit,  whether on or after the Closing Date, shall also be subject to
the satisfaction of the following conditions precedent:

     SECTION 12. REPRESENTATIONS  TRUE;  NO  EVENT OF DEFAULT.  Each of the
representations and warranties of the Parent and its Subsidiaries contained
in  this   Agreement,  the other Loan Documents,  or  in  any  document  or
instrument delivered pursuant to or in connection with this Agreement shall
be true as of the date as of which they were made and shall also be true at
and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as
of that time (except to  the  extent of changes resulting from transactions
contemplated or permitted by this  Agreement  and  the other Loan Documents
and changes occurring in the ordinary course of business  that singly or in
the  aggregate  are  not  materially adverse, and to the extent  that  such
representations and warranties  relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

     SECTION 12.2 NO LEGAL IMPEDIMENT. No change shall have occurred in any
law  or  regulations  thereunder or interpretations  thereof  that  in  the
reasonable opinion of any  Bank would make it illegal for such Bank to make
such Loan.  It shall not be  unlawful for the Issuing Bank, with respect to
any request relating to the issuance,  extension  or renewal of a Letter of
Credit, to issue, extend, or renew, or for any Bank  to  participate in the
issuance, extension or renewal of, such Letter of Credit.

     SECTION 12.3 GOVERNMENTAL REGULATION. Each Bank and Issuing Bank shall
have received such statements in substance and form reasonably satisfactory
to  such Bank and Issuing Bank as such Bank and Issuing Bank shall  require
for the  purpose  of  compliance  with  any  applicable  regulations of the
Comptroller  of  the  Currency  or  the  Board of Governors of the  Federal
Reserve System.

     SECTION 12.4 PROCEEDINGS AND DOCUMENTS. All  proceedings in connection
with  the  transactions  contemplated  by this Agreement,  the  other  Loan
Documents and all other documents incident  hereto  and  thereto  shall  be
satisfactory in substance and in form to the Issuing Bank, the Banks and to
the  Administrative  Agent  and the Administrative Agent's Special Counsel,
and the Issuing Bank, the Banks,  the Administrative Agent and such counsel
shall  have received all information  and  such  counterpart  originals  or
certified or other copies of such documents as the Administrative Agent may
reasonably request.

     SECTION 13.  EVENTS OF DEFAULT; ACCELERATION; ETC.

     SECTION 13.1 EVENTS  OF  DEFAULT  AND  ACCELERATION.   If  any  of the
following  events  ("Events  of Default" or, if the giving of notice or the
lapse of time or both is required,  then,  prior to such notice or lapse of
time, "Defaults") shall occur:

          (a)  the Borrowers shall fail to pay  any  principal of the Loans
or any Reimbursement Obligation when the same shall become due and payable,
whether at the stated date of maturity or any accelerated  date of maturity
or at any other date fixed for payment;

          (b)  the Borrowers shall fail to pay any interest  on  the Loans,
the Commitment Fee, any Letter of Credit Fee or other sums due hereunder or
under any of the other Loan Documents owing by the Borrowers, within  three
(3)  days  of  when  the  same shall become due and payable, whether at the
stated date of maturity or any accelerated date of maturity or at any other
date fixed for payment;

          (c)  (i) the Borrowers  or  the  Parent shall fail to comply with
any  of  the covenants contained in SECTION 8.4,  SECTION  8.5,  the  first
sentence of SECTION 8.6, SECTION 9 or SECTION 10 hereof;

          (d)  the  Borrowers  or the Parent or any Guarantor shall fail to
perform any term, covenant or agreement  contained  herein or in any of the
other Loan Documents (other than those specified elsewhere  in this SECTION
13.1)  for thirty (30) days after written notice of such failure  has  been
given to the Parent by the Administrative Agent;

          (e)  any   representation  or  warranty  of  the  Parent,  either
Borrower or any Guarantor  in  this  Agreement  or  any  of  the other Loan
Documents or in any other document or instrument delivered pursuant  to  or
in  connection  with  this  Agreement shall prove to have been false in any
material respect upon the date  when  made  or  deemed to have been made or
repeated;

          (f)  the  Parent,  the Borrowers, any Guarantor  or  any  of  the
Parent's  other  Subsidiaries  (other   than  Subsidiaries  which  are  not
Restricted  Subsidiaries)  shall  fail  to pay  when  due,  or  within  any
applicable period of grace, any amounts under Indebtedness of $1,000,000 or
credit received or in respect of any Capitalized Leases, or fail to observe
or  perform  any  material term, covenant or  agreement  contained  in  any
agreement by which  it  is  bound,  evidencing  or securing Indebtedness in
excess of $1,000,000 or credit received or in respect  of  any  Capitalized
Leases  for  such  period  of time as would permit (assuming the giving  of
appropriate notice if required)  the  holder  or  holders thereof or of any
obligations issued thereunder to accelerate the maturity thereof;

          (g)  the   Parent,   the  Borrowers  or  any  of   the   Parent's
Subsidiaries shall make an assignment  for  the  benefit  of  creditors, or
admit in writing its inability to pay or generally fail to pay its debts as
they  mature  or become due, or shall petition or apply for the appointment
of a trustee or  other custodian, liquidator or receiver of any such Person
or of any substantial  part  of  the  assets  of  any  such Person or shall
commence any case or other proceeding relating to any such Person under any
bankruptcy, reorganization, arrangement, insolvency, readjustment  of debt,
dissolution  or  liquidation  or  similar  law  of any jurisdiction, now or
hereafter  in  effect,  or  shall  take  any  action  to  authorize  or  in
furtherance of any of the foregoing, or if any such petition or application
shall  be  filed  or any such case or other proceeding shall  be  commenced
against  any such Person  and  such  Person  shall  indicate  its  approval
thereof, consent thereto or acquiescence therein;

          (h)  a  decree  or  order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Parent, the Borrowers
or any of the Parent's Subsidiaries  bankrupt  or insolvent, or approving a
petition in any such case or other proceeding, or  a  decree  or  order for
relief  is  entered  in  respect  of any such Person in an involuntary case
under federal bankruptcy laws as now or hereafter constituted;

          (i)  there shall remain in  force,  undischarged, unsatisfied and
unstayed, for more than thirty days, whether or  not consecutive, any final
judgment against the Parent, the Borrowers or any  of  the  Parent's  other
Subsidiaries  that,  with  other outstanding final judgments, undischarged,
against such Persons exceeds in the aggregate $1,000,000;

          (j)  if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or
with the express prior written agreement, consent or approval of the Banks,
or any action at law, suit or  in  equity  or  other  legal  proceeding  to
cancel,  revoke  or rescind any of the Loan Documents shall be commenced by
or  on  behalf  of the  Parent,  the  Borrowers  or  any  of  the  Parent's
Subsidiaries party  thereto or any of their respective stockholders, or any
court  or any other governmental  or  regulatory  authority  or  agency  of
competent  jurisdiction  shall  make  a  determination  that,  or  issue  a
judgment,  order,  decree  or ruling to the effect that, any one or more of
the Loan Documents is illegal,  invalid or unenforceable in accordance with
the terms thereof;

          (k)  the  Parent,  the  Borrowers   or   any   of   the  Parent's
Subsidiaries shall be enjoined, restrained or in any way prevented  by  the
order  of  any  court  or  any  administrative  or  regulatory  agency from
conducting any material part of its business;

          (l)  there shall occur any material damage to, or loss,  theft or
destruction  of,  any  Collateral,  whether  or not insured, or any strike,
lockout, labor dispute, embargo, condemnation,  act of God or public enemy,
or other casualty, which in any such case causes,  for  more  than  fifteen
(15)  consecutive days, the cessation or substantial curtailment of revenue
producing activities at any facility of the Parent, the Borrowers or any of
the Parent's  Subsidiaries  if such event or circumstance is not covered by
business interruption insurance and would have a Material Adverse Effect.

          (m)  the Parent, the  Borrowers  or  any  of  the  Parent's other
Subsidiaries  shall  be indicted for a crime, a punishment for which  could
include the forfeiture  of  any  assets  of  any  such Person having a fair
market value in excess of $500,000;

          (n)  any person or group of persons (within  the  meaning of Rule
13d-3  promulgated  by  the  Securities  and Exchange Commission under  the
Securities Exchange Act of 1934, as amended,  but excluding persons who are
employees of the Parent or a Subsidiary of the  Parent) shall acquire after
the  date hereof beneficial ownership (within the  meaning  of  Rule  13d-3
promulgated  by  the  Securities and Exchange Commission under said Act) of
25% or more of the outstanding  shares  of  common stock of the Parent; or,
during any period of twelve consecutive calendar  months,  individuals  who
were directors of the Parent on the first day of such period shall cease to
constitute a majority of the board of directors of the Parent;

          (o)  if the Parent shall at any time, legally or beneficially own
less  than  100%  of  the  shares of the voting common stock of each of the
Borrowers;

then, and in any such event,  so  long  as  the same may be continuing, the
Administrative Agent may, and upon the request of the Majority Banks shall,
by  notice  in writing to the Borrowers declare  an  amount  equal  to  the
maximum aggregate  amount  that  is  or may thereafter become available for
drawing under any outstanding Letters  of  Credit to be immediately due and
payable, and declare all amounts owing with  respect to this Agreement, the
Notes and the other Loan Documents and all Reimbursement Obligations to be,
and they shall thereupon forthwith become immediately  due  and  payable in
each  case  without  presentment,  demand,  protest,  notice  of  intent to
accelerate,  notice  of  acceleration  or other notice of any kind, all  of
which are hereby expressly waived by the  Borrowers;  provided  that in the
event  of  any  Event  of Default specified in SECTION 13.1(G), 13.1(H)  or
13.1(j),  all  such  amounts  shall  become  immediately  due  and  payable
automatically and without  any  further  act of the Administrative Agent or
any Bank and without presentment, demand,  protest,  notice  of  intent  to
accelerate,  notice of acceleration or any other notice of any kind, all of
which are hereby expressly waived by the Parent and the Borrowers.

     SECTION 13.2 TERMINATION  OF COMMITMENTS.   If  any one or more of the
Events of Default specified in SECTION 13.1(g), SECTION  13.1(h) or SECTION
13.1(j)  shall  occur,  any  unused  portion of the credit hereunder  shall
forthwith terminate and each of the Banks  shall be relieved of all further
obligations, if any, to make Loans to the Borrowers  and  the  Issuing Bank
shall  be  relieved  of  all further obligations to issue, extend or  renew
Letters of Credit.  If any  other  Event of Default shall have occurred and
be  continuing,  or  if on any Drawdown  Date  or  any  date  for  issuing,
extending or renewing  any Letter of Credit the conditions precedent to the
making of the Loans to be  made  on  such Drawdown Date or (as the case may
be) to issuing, extending or renewing  such  Letter of Credit on such other
date are not satisfied, the Administrative Agent  may  and upon the request
of  the  Majority Banks, shall, by notice to the Borrowers,  terminate  the
unused portion  of  the  credit hereunder, and upon such notice being given
such unused portion of the credit hereunder shall terminate immediately and
each of the Banks shall be  relieved  of  all  further  obligations to make
Loans and the Issuing Bank shall be relieved of all further obligations, if
any, to issue, extend or renew Letters of Credit.  If any  such  notice  is
given  to  the  Borrowers the Administrative Agent will forthwith furnish a
copy thereof to each  of the Banks and the Issuing Bank.  No termination of
the credit hereunder shall  relieve  either  of the Borrowers of any of the
Obligations  or  any of their existing obligations  to  any  of  the  Banks
arising under any other agreements or instruments.

     SECTION 13.3 REMEDIES. In case any one or more of the Events of Default
shall have occurred  and  be continuing, and whether or not the Banks shall
have accelerated the maturity of the Loans pursuant to SECTION 13.1 hereof,
the Administrative Agent, the  Issuing  Bank  and  each  Bank,  if owed any
amount  with  respect  to  the Loans or the Reimbursement Obligations,  may
proceed to protect and enforce  its rights by suit in equity, action at law
or other appropriate proceeding,  whether  for  the specific performance of
any covenant or agreement contained in this Agreement  and  the  other Loan
Documents  or  any  instrument  pursuant  to  which  the Obligations to the
Administrative  Agent,  the  Issuing  Bank  and  such  Bank are  evidenced,
including  as  permitted by applicable law the obtaining of  the  ex  parte
appointment of a  receiver,  and,  if such amount shall have become due, by
declaration or otherwise, proceed to  enforce  the  payment  thereof or any
other  legal  or equitable right of such Bank or Issuing Bank.   No  remedy
herein conferred  upon  the  Issuing  Bank,  any Bank or the Administrative
Agent  or  the  holder of any Note or purchaser of  any  Letter  of  Credit
Participation is  intended to be exclusive of any other remedy and each and
every remedy shall  be  cumulative  and shall be in addition to every other
remedy given hereunder or now or hereafter  existing at law or in equity or
by statute or any other provision of law.

     SECTION 13.4 DISTRIBUTION OF COLLATERAL PROCEEDS. In  the  event that,
following the occurrence or during the continuance of any Default  or Event
of Default, the Administrative Agent, the Issuing Bank or any Bank,  as the
case may be, receives any monies in connection with the enforcement of  any
the  Security  Documents, or otherwise with respect to the realization upon
any of the Collateral,  such monies shall be distributed for application as
follows:

          (a)  First, to  the  payment  of,  or  (as  the  case may be) the
reimbursement  of  the  Administrative  Agent  for  or  in respect  of  all
reasonable  costs,  expenses,  disbursements and losses (including  without
limitation, reasonable fees, expenses and disbursements of Agents' counsel)
which shall have been incurred or  sustained by the Administrative Agent in
connection with the collection of such  monies by the Administrative Agent,
for the exercise, protection or enforcement  by  the  Banks and the Issuing
Bank of all or any of the rights, remedies, powers and  privileges  of  the
Banks  and  the  Issuing Bank under this Agreement or any of the other Loan
Documents or in respect  of  the Collateral (including, without limitation,
the protection, insurance, repair,  costs of preparing for sale and sale of
any Collateral) and to support the provision  of  adequate indemnity to the
Administrative Agent against all taxes or liens which by law shall have, or
may  have,  priority over the rights of the Administrative  Agent  to  such
monies, and then to the payment of enforcement costs (as defined in SECTION
16 hereof) of the Banks;

          (b)  Second, to all other Obligations in such order or preference
as the Majority  Banks  may  determine; provided, that (i) distributions in
respect of such Obligations shall be made pari passu among Obligations with
respect to the Administrative  Agent's  fee  payable  pursuant  to  the Fee
Letter  and all other Obligations, (ii) Obligations owing to the Banks  and
the Issuing  Bank with respect to each type of Obligation such as interest,
principal, fees  and  expenses  shall be made among the Banks, pro rata and
(iii) the Administrative Agent may  in its discretion make proper allowance
to take into account any Obligations not then due and payable;

          (c)  Third,  upon  payment and  satisfaction  in  full  or  other
provisions for payment in full  satisfactory to the Banks, the Issuing Bank
and the Administrative Agent of all  of  the Obligations, to the payment of
any obligations required to be paid pursuant  to Section 9.504(A)(3) of the
Uniform Commercial Code of the State of Texas; and

          (d)  Fourth,  the  excess,  if  any, shall  be  returned  to  the
Borrowers or to such other Persons as are entitled thereto.

     SECTION 14. SETOFF.  Regardless of the  adequacy  of  any  collateral,
during the continuance  of any Event of Default, any deposits or other sums
credited  by  or due from any  of  the  Banks  to  the  Borrowers  and  any
securities or other  property  of  the  Borrowers in the possession of such
Bank  may be applied to or set off by such  Bank  against  the  payment  of
Obligations  and  any  and  all  other  liabilities,  direct,  or indirect,
absolute  or  contingent,  due  or to become due, now existing or hereafter
arising, of the Borrowers to such Bank.  Each of the Banks agrees with each
other Bank that (a) if an amount  to  be  set  off  is  to  be  applied  to
Indebtedness  of  the  Borrowers  to  such  Bank,  other  than Indebtedness
evidenced  by  the  Notes  held  by such Bank or constituting Reimbursement
Obligations owed to such Bank, such amount shall be applied ratably to such
other Indebtedness and to the Indebtedness evidenced by all such Notes held
by such Bank or constituting Reimbursement  Obligations  owed to such Bank,
and (b) if such Bank shall receive from any of the Borrowers or the Parent,
whether   by   voluntary   payment,   exercise  of  the  right  of  setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Notes
held by, or constituting Reimbursement  Obligations  owed  to, such Bank by
proceedings against such Borrower at law or in equity or by  proof  thereof
in   bankruptcy,   reorganization,  liquidation,  receivership  or  similar
proceedings, or otherwise, and shall retain and apply to the payment of the
Note or Notes held by,  or Reimbursement Obligations owed to, such Bank any
amount in excess of its ratable  portion of the payments received by all of
the Banks with respect to the Notes  held by, and Reimbursement Obligations
owed  to,  all  of  the Banks, such Bank will  make  such  disposition  and
arrangements with the  other  Banks  with respect to such excess, either by
way  of  distribution,  pro  tanto assignment  of  claims,  subrogation  or
otherwise as shall result in each  Bank  receiving  in respect of the Notes
held by it or Reimbursement Obligations owed it, its  proportionate payment
as contemplated by this Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored  to  the  extent of
such recovery, but without interest.  For purposes of this Section  14, the
term "Bank" shall include the Issuing Bank.

     SECTION 15. THE ADMINISTRATIVE AGENT.

     SECTION 15.1 AUTHORIZATION. The Administrative Agent is authorized  to
take such action on behalf of each of the Banks and the Issuing Bank and to
exercise all such  powers  as are hereunder and under any of the other Loan
Documents and any related documents  delegated to the Administrative Agent,
together with such powers as are reasonably incident thereto, provided that
no duties or responsibilities not expressly assumed herein or therein shall
be  implied  to  have  been  assumed  by  the  Administrative  Agent.   The
relationship between the Administrative Agent and each of the Banks and the
Issuing Bank is that of an independent contractor.   The  use  of  the term
"Administrative Agent" is for convenience only and is used to describe,  as
a  form of convention, the independent contractual relationship between the
Administrative  Agent  and each of the Banks and the Issuing Bank.  Nothing
contained in this Agreement  or  any  of  the other Loan Documents shall be
construed  to  create  an  agency,  trust or other  fiduciary  relationship
between the Administrative Agent and  any of the Banks or the Issuing Bank.
As an independent contractor empowered by the Banks and the Issuing Bank to
exercise  certain rights and perform certain  duties  and  responsibilities
hereunder and  under  the other Loan Documents, the Administrative Agent is
nevertheless a "representative"  of the Banks and the Issuing Bank, as that
term is defined in Article 1 of the  Uniform  Commercial Code, for purposes
of  actions  for  the  benefit  of  the  Banks, the Issuing  Bank  and  the
Administrative Agent with respect to all collateral security and guaranties
contemplated by the Loan Documents.  Such  actions  include the designation
of the Administrative Agent as "secured party", "mortgagee"  or the like on
all  financing  statements  and  other  documents and instruments,  whether
recorded or otherwise, relating to the attachment,  perfection, priority or
enforcement  of  any  security interests, mortgages or deeds  of  trust  in
collateral security intended to secure the payment or performance of any of
the Obligations, all for the benefit of the Banks, the Issuing Bank and the
Administrative Agent.   The  Administrative  Agent is hereby authorized and
empowered to release Collateral without the consent  of  the  Banks and the
Issuing  Bank  upon  the sale of such Collateral pursuant to SECTION  9.5.2
hereof.

     SECTION 15.2 EMPLOYEES  AND  AGENTS.   The  Administrative  Agent  may
exercise its powers  and  execute  its  duties  by  or through employees or
agents  and shall be entitled to take, and to rely on,  advice  of  counsel
concerning  all  matters  pertaining  to  its  rights and duties under this
Agreement  and  the  other  Loan Documents.  The Administrative  Agent  may
utilize the services of such  Persons  as  the  Administrative Agent in its
sole  discretion  may  reasonably determine, and all  reasonable  fees  and
expenses of any such Persons shall be paid by the Borrowers.

     SECTION 15.3 NO LIABILITY. Neither the Administrative Agent nor any of
its shareholders, directors, officers  or  employees  nor  any other Person
assisting them in their duties nor any agent or employee thereof,  shall be
liable  for  any waiver, consent or approval given or any action taken,  or
omitted to be  taken, in good faith by it or them hereunder or under any of
the other Loan Documents,  or  in  connection  herewith or therewith, or be
responsible  for the consequences of any oversight  or  error  of  judgment
whatsoever, except  that  the Administrative Agent or such other Person, as
the case may be, may be liable  for losses due to its willful misconduct or
gross negligence.

     SECTION 15.4 NO REPRESENTATIONS. The Administrative Agent shall not be
responsible  for  the  execution  or validity  or  enforceability  of  this
Agreement,  the  Notes,  the Letters of  Credit,  any  of  the  other  Loan
Documents  or  any instrument  at  anytime  constituting,  or  intended  to
constitute, collateral security for the Notes, or for the value of any such
collateral security  or  for the validity, enforceability or collectability
of any such amounts owing with respect to the Notes, or for any recitals or
statements, warranties or  representations  made  herein  or  in any of the
other  Loan  Documents  or  in  any  certificate  or  instrument  hereafter
furnished  to  it  by  or  on  behalf  of  the Parent, the Borrowers or the
Guarantors, or be bound to ascertain or inquire  as  to  the performance or
observance of any of the terms, conditions, covenants or agreements  herein
or  in  any instrument at any time constituting, or intended to constitute,
collateral  security  for the Obligations or the Notes or to inspect any of
the properties, books or  records of the Parent or any of its Subsidiaries.
The Administrative Agent shall  not  be  bound  to  ascertain  whether  any
notice,  consent,  waiver  or request delivered to it by the Parent, any of
the Borrowers, any Guarantor  or  any holder of any of the Notes shall have
been duly authorized or is true, accurate and complete.  The Administrative
Agent has not made nor does it now  make any representations or warranties,
express or implied, nor does it assume  any  liability  to the Banks or the
Issuing Bank, with respect to the credit-worthiness or financial  condition
of  the  Parent,  any  of  the  Borrowers  or  any  of  the  Parent's other
Subsidiaries.   Each  Bank and the Issuing Bank acknowledges that  it  has,
independently and without  reliance  upon  the  Administrative Agent or any
other Bank, and based upon such information and documents  as it has deemed
appropriate, made its own credit analysis and decision to enter  into  this
Agreement.

     SECTION  15.5  PAYMENTS.

     SECTION  15.5.1.   PAYMENTS TO ADMINISTRATIVE AGENT.  A payment by any
of the Borrowers or any Guarantor  to the Administrative Agent hereunder or
any  of  the  other  Loan Documents for  the  account  of  any  Bank  shall
constitute  a  payment to  such  Bank.   The  Administrative  Agent  agrees
promptly to distribute to each Bank its pro rata share of payments received
by the Administrative  Agent, except as otherwise expressly provided herein
or in any of the other Loan Documents.

     SECTION 15.5.2.  DISTRIBUTION  BY  ADMINISTRATIVE  AGENT.   If  in the
opinion of the Administrative Agent the distribution of any amount received
by it in such capacity hereunder, under the Notes or under any of the other
Loan  Documents  might  involve it in liability, it may refrain from making
such distribution until its right to make such distribution shall have been
adjudicated by a court of  competent jurisdiction.  If a court of competent
jurisdiction shall adjudge that  any amount received and distributed by the
Administrative  Agent  is  to be repaid,  each  Person  to  whom  any  such
distribution shall have been  made shall either repay to the Administrative
Agent its proportionate share of  the  amount  so  adjudged to be repaid or
shall  pay  over the same in such manner and to such Persons  as  shall  be
determined by such court.

     SECTION  15.5.3.   DELINQUENT  BANKS.  Notwithstanding anything to the
contrary contained in this Agreement  or  any  of the other Loan Documents,
any Bank that fails (a) to make available to the  Administrative  Agent its
pro   rata  share  of  any  Loan  or  to  purchase  any  Letter  of  Credit
Participation  or  (b)  to  comply  with  the provisions of SECTION 14 with
respect to making dispositions and arrangements with the other Banks, where
such Bank's share of any payment received,  whether by setoff or otherwise,
is in excess of its pro rata share of such payments  due and payable to all
of the Banks, in each case as, when and to the full extent  required by the
provisions  of  this  Agreement,  shall be deemed delinquent (a "Delinquent
Bank")  and shall be deemed a Delinquent  Bank  until  such  time  as  such
delinquency  is  satisfied.   A  Delinquent  Bank  shall  be deemed to have
assigned  any  and  all payments due to it from the Borrowers,  whether  on
account of outstanding  Loans,  Unpaid Reimbursement Obligations, interest,
fees or otherwise, to the remaining nondelinquent Banks for application to,
and reduction of, their respective pro rata shares of all outstanding Loans
and  Unpaid  Reimbursement  Obligations.    The   Delinquent   Bank  hereby
authorizes  the  Administrative Agent to distribute such payments  to  such
nondelinquent Banks  in  proportion  to their respective pro rata shares of
all outstanding Loans and Unpaid Reimbursement  Obligations.   A Delinquent
Bank shall be deemed to have satisfied in full a delinquency when  and  if,
as  a  result  of  application  of the assigned payments to all outstanding
Loans and Unpaid Reimbursement Obligations of such nondelinquent Banks, the
Banks' respective pro rata shares  of  all  outstanding  Loans  and  Unpaid
Reimbursement  Obligations  have  returned  to  those in effect immediately
prior  to  such  delinquency and without giving effect  to  the  nonpayment
causing such delinquency.

     SECTION 15.6 HOLDERS OF NOTES.   The Administrative Agent may deem and
treat  the  payee of any Note or the purchaser  of  any  Letter  of  Credit
Participation  as  the absolute owner thereof for all purposes hereof until
it shall have been furnished in writing with a different name by such payee
or by a subsequent holder.

     SECTION 15.7 INDEMNITY. The  Issuing Bank and the Banks hereby ratably
agree  to  indemnify  and hold harmless  the  Administrative  Agent-Related
Persons from and against  any  and  all  claims, actions and suits (whether
groundless or otherwise), losses, damages,  costs,  expenses (including any
expense  which  the  Administrative  Agent has not been reimbursed  by  the
Borrowers as required by SECTION 16),  and  liabilities of every nature and
character arising out of or related to this Agreement, the Notes, or any of
the  other  Loan Documents or the transactions  contemplated  or  evidenced
hereby or thereby, or the Administrative Agent's actions taken hereunder or
thereunder  ("indemnified   liabilities"),   INCLUDING   SUCH   INDEMNIFIED
LIABILITIES  AS  MAY  ARISE  OR  BE  CAUSED  BY THE NEGLIGENCE, SOLE, JOINT
CONCURRENT, COMPARATIVE OR OTHERWISE OF THE INDEMNIFIED  PERSON,  except to
the extent that any of the same shall be directly caused by the indemnified
Person's willful misconduct or gross negligence.

     SECTION 15.8 ADMINISTRATIVE AGENT AS BANK. In its individual capacity,
Wells Fargo shall have the same obligations and the same rights, powers and
privileges in respect  to  its Commitments and the Loans made by it, and as
the holder of any of the Notes and as the purchaser of any Letter of Credit
Participations, as it would have were it not also the Administrative Agent.

     SECTION 15.9 RESIGNATION. The  Administrative  Agent may resign at any
time by giving thirty (30) days' prior written notice  thereof to the Banks
and  the  Borrowers.  Upon any such resignation, the Majority  Banks  shall
have the right  to  appoint  a  successor  Administrative  Agent.  Unless a
Default  or  Event  of Default shall have occurred and be continuing,  such
successor Administrative  Agent  shall  be  reasonably  acceptable  to  the
Borrowers.   If  no  successor  Administrative  Agent  shall  have  been so
appointed  by  the  Majority Banks and shall have accepted such appointment
within thirty (30) days after the retiring Administrative Agent's giving of
notice of resignation,  then  the  retiring  Administrative  Agent  may, on
behalf of the Banks, appoint a successor Administrative Agent, which  shall
be  a  financial  institution  having  a  rating  of not less than A or its
equivalent by Standard & Poor's Ratings Group.  Upon  the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon  succeed  to and
become  vested  with  all  the rights, powers, privileges and duties of the
retiring Administrative Agent,  and the retiring Administrative Agent shall
be discharged from its duties and  obligations,  if  any, hereunder.  After
any  retiring  Administrative Agent's resignation, the provisions  of  this
Agreement and the  other  Loan  Documents  shall continue in effect for its
benefit in respect of any actions taken or omitted  to be taken by it while
it was acting as Administrative Agent.

     SECTION 15.10 NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank
hereby agrees that, upon learning of the existence of a Default or an Event
of Default, it shall promptly notify the Administrative Agent thereof.  The
Administrative  Agent hereby agrees that upon receipt of any  notice  under
this SECTION 15.10  it  shall  promptly  notify  the  other  Banks  of  the
existence of such Default or Event of Default.

     SECTION 15.11 DUTIES IN  THE CASE OF ENFORCEMENT.  In case one or more
Events of Default has occurred  and shall be continuing, and whether or not
acceleration of the Obligations shall  have  occurred,  the  Administrative
Agent shall, if (i) so requested by the Majority Banks and (ii)  the  Banks
have  provided  to the Administrative Agent such additional indemnities and
assurances against expenses and liabilities as the Administrative Agent may
reasonably request,  proceed  to  enforce  the  provisions  of the Security
Documents authorizing the sale or other disposition of all or  any  part of
the  Collateral and exercise all or any such other legal and equitable  and
other rights or remedies as it may have in respect of such Collateral.  The
Majority  Banks  may  direct  the Administrative Agent in writing as to the
method and the extent of any such  sale  or  other  disposition,  the Banks
hereby  ratably  agreeing  to  indemnify  and hold the Administrative Agent
harmless from all liabilities incurred in respect  of  all actions taken or
omitted   in   accordance   with   such   directions,  provided  that   the
Administrative Agent need not comply with any  such direction to the extent
that  the  Administrative  Agent  reasonably  believes  the  Administrative
Agent's  compliance  with  such  direction to be unlawful  or  commercially
unreasonable in any applicable jurisdiction.

     SECTION 15.12 DOCUMENTATION AGENT; SYNDICATION AGENT. The parties named
as  "Documentation Agent" herein or as "Syndication  Agent"  on  the  cover
hereof   shall   not   have   any   right,  power,  obligation,  liability,
responsibility or duty under this Agreement  other than those applicable to
all Banks.  Without limiting the foregoing, neither the Documentation Agent
nor the Syndication Agent shall have or be deemed  to  have  any  fiduciary
relationship with any Bank.  Each Bank acknowledges that it has not relied,
and will not rely, on the Documentation Agent or the Syndication Agent   in
deciding  to  enter  into  this Agreement or in taking or not taking action
hereunder.

     SECTION 16. EXPENSES. The Borrowers hereby jointly and severally agree
to  pay  (a)  the  reasonable  costs  of  producing  and  reproducing  this
Agreement,  the  other  Loan  Documents   and   the  other  agreements  and
instruments  mentioned herein, (b) any taxes (including  any  interest  and
penalties in respect thereto) payable by the Administrative Agent or any of
the  Banks  or  the   Issuing   Bank  (other  than  taxes  based  upon  the
Administrative Agent's or any Bank's  or  the Issuing Bank's net income) on
or with respect to the transactions contemplated  by  this  Agreement  (the
Borrowers   hereby   jointly   and  severally  agreeing  to  indemnify  the
Administrative  Agent and each Bank  and  the  Issuing  Bank  with  respect
thereto), (c) the  reasonable  fees,  expenses  and  disbursements  of  the
Administrative  Agent's  special  counsel  or  any  local  counsel  to  the
Administrative   Agent   incurred   in  connection  with  the  preparation,
administration  or  interpretation  of  the   Loan   Documents   and  other
instruments  mentioned  herein,  each  closing  hereunder,  and amendments,
modifications, approvals, consents or waivers hereto or hereunder  and  the
termination  hereof,  (d)  except  as otherwise specified herein, the fees,
expenses  and disbursements of the Administrative  Agent  incurred  by  the
Administrative  Agent in connection with the preparation, administration or
interpretation of  the  Loan  Documents  and  other  instruments  mentioned
herein, including all engineering and appraisal charges, (e) all reasonable
out-of-pocket  expenses (including without limitation reasonable attorneys'
fees and costs, which attorneys may be employees of any Bank or the Issuing
Bank or the Administrative  Agent,  and  reasonable consulting, accounting,
appraisal, investment banking and similar  professional  fees  and charges)
("enforcement  costs")  incurred by any Bank or the Issuing Bank,  and  all
enforcement costs incurred  by  the Administrative Agent in connection with
(i) the enforcement of or preservation  of  rights  under  any  of the Loan
Documents  against  the Parent, any of the Borrowers, any of the Guarantors
or any of the Parent's  other  Subsidiaries  or  the administration thereof
after  the  occurrence  of  a  Default  or Event of Default  and  (ii)  any
litigation, proceeding or dispute whether  arising  hereunder or otherwise,
in any way related to any Bank's, the Issuing Bank's  or the Administrative
Agent's  relationship  with the Parent, any of the Borrowers,  any  of  the
Guarantors  or  any of the  Parent's  other  Subsidiaries  under  the  Loan
Documents or in connection  with  the  transactions contemplated hereby and
(f) all reasonable fees, expenses and disbursements  of  any  Bank  or  the
Administrative  Agent  incurred  in  connection  with  UCC  or  other  lien
searches,  UCC  filings  or  registration  of any other Security Documents,
vessel mortgage recordings, or mortgage recordings.   The covenants of this
SECTION  16  shall  survive payment or satisfaction of payment  of  amounts
owing with respect to the Notes.

     SECTION 17. INDEMNIFICATION. The Borrowers jointly and severally agree
to indemnify and hold  harmless  each  Administrative Agent-Related Person,
the Issuing Bank and each Bank and their  respective  directors,  officers,
agents,  representatives and employees (each an "Indemnified Person")  from
and against  any  and  all  claims, actions and suits whether groundless or
otherwise, and from and against  any  and  all liabilities, losses, damages
and expenses of every nature and character arising out of this Agreement or
any of the other Loan Documents or the transactions  contemplated hereby or
thereby, including, without limitation, (a) any actual  or  proposed use by
the Borrowers, the Parent or any of the Parent's other Subsidiaries  of the
proceeds  of  any  of  the  Loans  or  Letters of Credit, (b) any actual or
alleged infringement of any patent, copyright,  trademark,  service mark or
similar right of the Parent or any of the Borrowers or any of  the Parent's
other Subsidiaries comprised in the Collateral, (c) the Borrowers  entering
into or performing this Agreement or any of the other Loan Documents or (d)
with  respect  to  the  Parent  and  its  Subsidiaries and their respective
properties  and  assets,  the  violation  of  any  Environmental  Law,  the
presence,   disposal,   escape,  seepage,  leakage,  spillage,   discharge,
emission, release or threatened  release of any Hazardous Substances or any
action,  suit,  proceeding  or investigation  brought  or  threatened  with
respect to any Hazardous Substances  (including,  but not limited to claims
with respect to wrongful death, personal injury or  damage to property), in
each   case  including,  without  limitation,  the  reasonable   fees   and
disbursements  of  counsel and allocated costs of internal counsel incurred
in connection with any  such investigation, litigation or other proceeding,
AND IN EACH CASE INCLUDING  ANY  LOSS, CLAIM, DAMAGE, EXPENSE, OR LIABILITY
RESULTING FROM ANY INDEMNIFIED PERSON'S NEGLIGENCE, OTHER THAN WITH RESPECT
TO CLAIMS OR DAMAGES RESULTING FROM  ANY  INDEMNIFIED  PERSON'S  OWN  GROSS
NEGLIGENCE  OR  WILLFUL  CONDUCT.   This  agreement  shall  not require the
Borrowers or the Parent to indemnify an employee of a Bank for  losses that
such  employee  shall incur as a result of a dispute between such Bank  and
such employee.  In  litigation, or the preparation therefor, the Banks, the
Issuing Bank and the Administrative Agent shall be entitled to select their
own counsel and, in addition  to  the  foregoing  indemnity,  the Borrowers
hereby jointly and severally agree to pay promptly the reasonable  fees and
expenses  of  such counsel.  If, and to the extent that the obligations  of
the Borrowers under  this  Section 17 are unenforceable for any reason, the
Borrowers  hereby  jointly  and   severally   agree  to  make  the  maximum
contribution to the payment in satisfaction of  such  obligations  which is
permissible  under applicable law.  The obligations of the Borrowers  under
this Section 17  shall be "Obligations" hereunder.  The covenants contained
in this Section 17  shall  survive  payment  of satisfaction in full of all
other Obligations.

     SECTION 18.  SURVIVAL OF COVENANTS, ETC.  All  covenants,  agreements,
representations and  warranties  made  herein,  in the Notes, in any of the
other Loan Documents or in any documents or other papers delivered by or on
behalf  of  the  Parent,  any  of the Borrowers or any  of  the  Guarantors
pursuant to this Agreement shall  be deemed to have been relied upon by the
Banks  and  the  Administrative Agent,  notwithstanding  any  investigation
heretofore or hereafter  made  by any of them, and shall survive the making
by the Banks of the Loans and the  issuance,  extension  or  renewal of any
Letters of Credit, as herein contemplated, and shall continue in full force
and  effect so long as any Letter of Credit, or any amount due  under  this
Agreement  or  the  Notes  or  any  of  the  other  Loan  Documents remains
outstanding or any Bank has any obligation to make any Loans or the Issuing
Bank has any obligation to issue, extend or renew any Letter of Credit, and
for  such  further  time  as may be otherwise expressly specified  in  this
Agreement.  All statements  contained  in  any  certificate  or other paper
delivered to any Bank, the Issuing Bank or the Administrative  Agent at any
time  by  or  on behalf of the Parent, any of the Borrowers or any  of  the
Guarantors  pursuant   to   this   Agreement  or  in  connection  with  the
transactions  contemplated  hereby  shall  constitute  representations  and
warranties by such Person hereunder.

     SECTION 19. ASSIGNMENT AND PARTICIPATION.

     SECTION 19.1 CONDITIONS TO ASSIGNMENT BY BANKS.   Except  as  provided
herein,  each Bank and the Issuing Bank may assign to one or more banks  or
institutions  all  or  a  portion  of its interests, rights and obligations
under  this  Agreement  (including all  or  a  portion  of  its  Commitment
Percentage and Commitment and the same portion of Loans owing to it and the
Note held by it and its participating  interest in the risk relating to any
Letters of Credit); provided that (a) each  of the Administrative Agent and
the Issuing Bank and, unless a Default or an  Event  of  Default shall have
occurred  and  be  continuing,  the  Borrowers shall have given  its  prior
written consent to such assignment, which  consent will not be unreasonably
withheld,  (b) each such assignment shall be  of  a  constant,  and  not  a
varying, percentage  of  all  the  assigning Bank's (or, if applicable, the
Issuing Bank's) rights and obligations  with respect to the Loans and other
Obligations under this Agreement, (c) each assignment shall be in a minimum
amount of $5,000,000 or a larger integral  multiple of $1,000,000 (or less,
if  such assignment would be all of such Bank's  (or,  if  applicable,  the
Issuing  Bank's)  interests, rights and obligations in respect of its Loans
and other Obligations), and (d) in the case of an assignment by a Bank) the
parties to such assignment  shall execute and deliver to the Administrative
Agent,  for  recording  in  the  Register   (as  hereinafter  defined),  an
Assignment and Acceptance, substantially in the  form  of  EXHIBIT D hereto
(an "Assignment and Acceptance"), together with any Notes subject  to  such
assignment,  and  in  the  case  of  an assignment by the Issuing Bank, the
parties to such assignment shall execute  and deliver to the Administrative
Agent an assignment and acceptance agreement ("L/C Assignment") in form and
substance satisfactory to the Administrative  Agent.   Upon such execution,
delivery,  acceptance  and  recording,  from  and after the effective  date
specified  in  each  Assignment  and  Acceptance (or,  if  applicable,  L/C
Assignment), which effective date shall  be at least five (5) Business Days
after the execution thereof, (i) the assignee  thereunder  shall be a party
hereto  and, to the extent provided in such Assignment and Acceptance  (or,
if applicable,  L/C  Assignment), have the rights and obligations of a Bank
(or Issuing Bank) hereunder,  and (ii) the assigning Bank (or Issuing Bank)
shall, to the extent provided in  such  assignment  and upon payment to the
Administrative Agent of the registration fee referred  to  in SECTION 19.3,
be released from its obligations under this Agreement.

     SECTION 19.2  CERTAIN  REPRESENTATIONS  AND  WARRANTIES;  LIMITATIONS;
COVENANTS.  By executing  and  delivering an Assignment and Acceptance (or,
if applicable, L/C Assignment),  the  parties  to the assignment thereunder
confirm  to  and  agree  with each other and the other  parties  hereto  as
follows:  (a) other than the  representation  and  warranty  that it is the
legal and beneficial owner of the interest being assigned thereby  free and
clear  of any adverse claim, the assigning Bank (or Issuing Bank) makes  no
representation   or   warranty,   express   or   implied,  and  assumes  no
responsibility   with   respect   to   any   statements,   warranties    or
representations  made  in  or  in  connection  with  this  Agreement or the
execution, legality, validity, enforceability, genuineness,  sufficiency or
value  of this Agreement, the other Loan Documents or any other  instrument
or document  furnished  pursuant  hereto  or  the attachment, perfection or
priority of any security interest or mortgage;  (b)  the assigning Bank (or
Issuing  Bank)  makes  no  representation  or  warranty  and   assumes   no
responsibility  with  respect to the financial condition of the Parent, any
of the Borrowers, any of  the  Guarantors  or  any  of  the  Parent's other
Subsidiaries or any other Person primarily or secondarily liable in respect
of any of the Obligations, or the performance or observance by  the Parent,
any  of  the  Borrowers,  any  of  the  Guarantors  and  the Parent's other
Subsidiaries or any other Person primarily or secondarily liable in respect
of any of the Obligations of any of their obligations under  this Agreement
or  any  of  the  other Loan Documents or any other instrument or  document
furnished pursuant  hereto  or  thereto; (c) such assignee confirms that it
has received a copy of this Agreement,  together  with  copies  of the most
recent financial statements referred to in SECTION 7.4 and SECTION  8.4 and
such  other documents and information as it has deemed appropriate to  make
its own  credit  analysis  and  decision  to enter into such Assignment and
Acceptance (or, if applicable, L/C Assignment);  (d)  such  assignee  will,
independently  and  without  reliance  upon  the assigning Bank (or Issuing
Bank),  the  Administrative  Agent  or any other Bank  and  based  on  such
documents  and  information  as it shall  deem  appropriate  at  the  time,
continue to make its own credit  decisions  in  taking or not taking action
under this Agreement; (e) such assignee represents  and warrants that it is
a  bank  or  institution;  (f)  such assignee appoints and  authorizes  the
Administrative Agent to take such  action  as  agent  on  its behalf and to
exercise such powers under this Agreement and the other Loan  Documents  as
are  delegated  to the Administrative Agent by the terms hereof or thereof,
together with such  powers  as  are reasonably incidental thereto; (g) such
assignee agrees that it will perform  in accordance with their terms all of
the obligations that by the terms of this  Agreement  are  required  to  be
performed  by  it as a Bank (or Issuing Bank); (h) such assignee represents
and warrants that  it  is  legally authorized to enter into such Assignment
and  Acceptance;  and (i) such  assignee  acknowledges  that  it  has  made
arrangements with the  assigning  Bank  satisfactory  to such assignee with
respect to its pro rata share of Letter of Credit Fees,  if any, in respect
of outstanding Letters of Credit and with respect to its pro  rata share of
Commitment Fees.

     SECTION 19.3 REGISTER. The Administrative Agent shall maintain a  copy
of each Assignment and Acceptance delivered to it and a register or similar
list (the "Register") for the recordation of (a) the names and addresses of
the Banks and the Issuing Bank, (b) the Commitment Percentages of the Banks
from time to time, (c) the principal amount of the Loans owing to the Banks
from time to time, and (d) the Letter of Credit Participations purchased by
the  Banks  from  time  to  time.   The  entries  in  the Register shall be
conclusive,  in  the  absence  of  manifest  error, and the Borrowers,  the
Administrative Agent, the Banks and the Issuing  Bank may treat each Person
whose  name  is  recorded  in  the  Register  as a Bank (or  Issuing  Bank)
hereunder  for  all  purposes of this Agreement.   The  Register  shall  be
available for inspection  by  the Borrowers, the Banks and the Issuing Bank
at any reasonable time and from  time to time upon reasonable prior notice.
Upon each such recordation, the assigning  Bank (or Issuing Bank) agrees to
pay to the Administrative Agent a registration fee in the sum of $3,500, as
to which payment the Borrowers shall have no responsibility.

     SECTION 19.4 NEW  NOTES.   Upon  its  receipt  of  an  Assignment  and
Acceptance executed by the parties to such assignment,  together  with each
Note subject to such assignment, the Administrative Agent shall (a)  record
the  information  contained  therein  in  the Register, and (b) give prompt
notice thereof to the Borrowers and the Banks  (other  than  the  assigning
Bank).   Within  five  (5) Business Days after receipt of such notice,  the
Borrowers,  at  their  own  expense,  shall  execute  and  deliver  to  the
Administrative Agent, in  exchange for each surrendered Note, a new Note to
the order of such assignee in an amount equal to the amount assumed by such
assignee pursuant to such Assignment  and  Acceptance and, if the assigning
Bank has retained some portion of its obligations  hereunder, a new Note to
the order of the assigning Bank in an amount equal to  the  amount retained
by it hereunder.  Each new Note shall provide that it is a replacement  for
the  surrendered  Note, that it does not constitute a novation or discharge
thereof and that it  shall be in an aggregate principal amount equal to the
aggregate principal amount  of  the  surrendered  Note,  shall be dated the
effective date of such Assignment and Acceptance and shall  otherwise be in
substantially  the  form  of  the assigned Note.  Within five (5)  days  of
issuance of any new Notes pursuant  to  this  SECTION  19.4,  the Borrowers
shall  deliver  an  opinion  of  counsel,  addressed  to the Banks and  the
Administrative  Agent,  relating  to the due authorization,  execution  and
delivery of such new Notes and the  legality,  validity  and binding effect
thereof, in form and substance satisfactory to the Banks.   The surrendered
Notes shall be cancelled and returned to the Borrowers.

     SECTION 19.5 PARTICIPATIONS. Each Bank may sell participations to  one
or  more  banks or other entities in all or a portion of such Bank's rights
and obligations under this Agreement and the other Loan Documents; provided
that (a) each  such  participation shall be in an amount of $2,000,000 or a
larger integral multiple  of $1,000,000, (b) any such sale or participation
shall not affect the rights and duties of the selling Bank hereunder to the
Borrowers and (c) the only  rights  granted  to the participant pursuant to
such  participation  arrangements with respect to  waivers,  amendments  or
modifications of the Loan Documents shall be the rights to approve waivers,
amendments or modifications  that  would  reduce  the  principal  of or the
interest rate on any Loans, extend the term or increase the amount  of  the
Commitment  of  such  Bank  as  it  relates to such participant, reduce the
amount  of  any Commitment Fee or Letter  of  Credit  Fees  to  which  such
participant is  entitled or extend any regularly scheduled payment date for
principal or interest.

     SECTION 19.6 DISCLOSURE. The  Parent  and  the Borrowers agree that in
addition  to  disclosures  made in accordance with standard  and  customary
banking practices any Bank may  disclose  information obtained by such Bank
pursuant  to  this  Agreement to assignees or  participants  and  potential
assignees  or participants  hereunder;  provided  that  such  assignees  or
participants  or  potential  assignees  or  participants shall agree (a) to
treat  in  confidence  such information unless such  information  otherwise
becomes public knowledge,  (b)  not to disclose such information to a third
party, except as required by law  or  legal process and (c) not to make use
of  such  information  for  purposes  of  transactions  unrelated  to  such
contemplated assignment or participation.

     SECTION 19.7 ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER.  If
any assignee Bank is an Affiliate of the Parent or any of its Subsidiaries,
then any such assignee Bank shall have no right to vote as a Bank hereunder
or under any of the other Loan Documents for purposes of granting  consents
or waivers or for purposes of agreeing to amendments or other modifications
to  any  of  the  Loan  Documents or for purposes of making requests to the
Administrative Agent pursuant  to  SECTION  13.1  or  SECTION 13.2, and the
determination  of  the  Majority  Banks  shall  for  all purposes  of  this
Agreement  and  the  other Loan Documents be made without  regard  to  such
assignee Bank's interest  in  any  of  the  Loans.   If  any  Bank  sells a
participating interest in any of the Loans or Reimbursement Obligations  to
a  participant,  and  such  participant  is  either  of the Borrowers or an
Affiliate  of the Parent or any of its Subsidiaries, then  such  transferor
Bank shall promptly  notify  the  Administrative  Agent of the sale of such
participation.  A transferor Bank shall have no right  to  vote  as  a Bank
hereunder or under any of the other Loan Documents for purposes of granting
consents   or  waivers  or  for  purposes  of  agreeing  to  amendments  or
modifications  to  any  of  the  Loan  Documents  or for purposes of making
requests to the Administrative Agent pursuant to SECTION  13.1  or  SECTION
13.2  to the extent that such participation is beneficially owned by either
of the  Borrowers  or  any  Affiliate  of  either of the Borrowers, and the
determination  of  the  Majority  Banks  shall for  all  purposes  of  this
Agreement  and  the other Loan Documents be  made  without  regard  to  the
interest of such  transferor  Bank  in  the  Loans  to  the  extent of such
participation.

     SECTION 19.8 MISCELLANEOUS ASSIGNMENT PROVISIONS.  Any assigning  Bank
and Issuing Bank shall  retain  its  rights  to  be indemnified pursuant to
SECTION 17 with respect to any claims or actions arising  prior to the date
of  such  assignment.   If  any  assignee  Bank  or  Issuing  Bank  is  not
incorporated  under  the  laws of the United States of America or any state
thereof, it shall, prior to  the  date  on  which  any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrowers and the Administrative Agent  certification  as to
its  exemption  from  deduction or withholding of any United States federal
income taxes.  Anything  contained  in  this  SECTION  19  to  the contrary
notwithstanding, any Bank may at any time pledge all or any portion  of its
interest  and rights under this Agreement (including all or any portion  of
its Notes)  to  any  of  the  twelve  Federal Reserve Banks organized under
Section 4 of the Federal Reserve Act, 12  U.S.C.   Section  341.   No  such
pledge  or  the enforcement thereof shall release the pledgor Bank from its
obligations hereunder or under any of the other Loan Documents.

     SECTION 19.9 ASSIGNMENT BY BORROWERS. The Borrowers shall not assign or
transfer any of their rights or obligations under any of the Loan Documents
without the prior  written  consent  of  each  of the Banks and the Issuing
Bank.

     SECTION 20. NOTICES, ETC. Except as otherwise  expressly  provided  in
this Agreement, all notices and other communications made or required to be
given  pursuant  to  this  Agreement  or  the Notes or any Letter of Credit
Applications shall be in writing and shall  be delivered in hand, mailed by
United States registered or certified first class  mail,  postage  prepaid,
sent  by  overnight  courier, or sent by telegraph, telecopy, facsimile  or
telex and confirmed by delivery via courier or postal service, addressed as
follows:

          (a)  if to the  Parent  or  any of the Borrowers, at Trico Marine
Services,  Inc.,  2401  Fountainview, Suite  626,  Houston,  Texas   77057,
Attention: President, or at such other address for notice as the Parent and
the Borrowers shall last have furnished in writing to the Person giving the
notice,  with  a copy to Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
Denegre, L.L.P.,  Place St.  Charles, 201 St.  Charles Avenue, New Orleans,
Louisiana 70170, Attention: William B.  Masters, Esq.;

          (b)  if to  the  Administrative Agent, at 201 Third Street, 8{th}
Floor,  San Francisco, California   94103,  Attention:  Athene  Mims,  Vice
President   and   Manager,   or  such  other  address  for  notice  as  the
Administrative Agent shall last  have  furnished  in  writing to the Person
giving the notice; and

          (c)  if  to  any  Bank or the Issuing Bank, at such  address  set
forth on SCHEDULE 1.1 hereto, or such other address for notice as such Bank
or the Issuing Bank shall have  last  furnished  in  writing  to the Person
giving the notice.

     Any such notice or demand shall be deemed to have been duly  given  or
made  and  to  have  become  effective  (i) if delivered by hand, overnight
courier or facsimile to a responsible officer  of  the party to which it is
directed, at the time of the receipt thereof by such officer or the sending
of such facsimile and (ii) if sent by registered or  certified  first-class
mail,  postage  prepaid,  on  the  third Business Day following the mailing
thereof.

     SECTION 21. GOVERNING LAW. THIS  AGREEMENT  AND EACH OF THE OTHER LOAN
DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS
UNDER SEAL UNDER THE LAWS OF THE STATE OF TEXAS AND  SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL  LAWS  OF SAID
STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).   EACH
OF THE BORROWERS AND THE PARENT AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS  AGREEMENT  OR  ANY  OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF THE STATE OF TEXAS  OR  ANY  FEDERAL  COURT  SITTING  THEREIN AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE  OF
PROCESS  IN  ANY  SUCH  SUIT BEING MADE UPON SUCH BORROWER OR THE PARENT BY
MAIL AT THE ADDRESS SPECIFIED IN SECTION 20.  EACH OF THE BORROWERS AND THE
PARENT HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

     SECTION 22.  HEADINGS.    The  captions  in  this  Agreement  are  for
convenience of reference only and  shall not define or limit the provisions
hereof.

     SECTION 23. COUNTERPARTS. This  Agreement and any amendment hereof may
be  executed  in several counterparts and  by  each  party  on  a  separate
counterpart, each  of  which  when  so  executed  and delivered shall be an
original, and all of which together shall constitute  one  instrument.   In
proving  this Agreement it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom enforcement
is sought.

     SECTION 24.  ENTIRE  AGREEMENT, ETC.  The Loan Documents and any other
documents executed in connection  herewith  or therewith express the entire
understanding of the parties with respect to  the transactions contemplated
hereby.  Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except as provided in SECTION 26.

     SECTION 25. WAIVER OF JURY TRIAL. The Parent and each of the Borrowers
hereby waives its right to a jury trial with respect to any action or claim
arising out of any dispute in connection with this  Agreement, the Notes or
any  of  the other Loan Documents, any rights or obligations  hereunder  or
thereunder  or  the  performance of such rights and obligations.  Except as
prohibited by law, the  Parent  and each of the Borrowers hereby waives any
right it may have to claim or recover  in any litigation referred to in the
preceding  sentence  any  special,  exemplary,  punitive  or  consequential
damages or any damages other than, or  in addition to, actual damages.  The
Parent  and  each of the Borrowers (a) certifies  that  no  representative,
agent or attorney  of any Bank or the Administrative Agent has represented,
expressly or otherwise,  that  such  Bank or the Administrative Agent would
not, in the event of litigation, seek  to enforce the foregoing waivers and
(b) acknowledges that each of the Administrative  Agent  and the Banks have
been  induced  to  enter into this Agreement, the other Loan  Documents  to
which it is a party  by, among other things, the waivers and certifications
contained herein.

     SECTION 26. CONSENTS,  AMENDMENTS, WAIVERS,  ETC.  Except as otherwise
expressly provided in this Agreement, any term of this  Agreement or of any
other  instrument related hereto or mentioned herein may be  amended  with,
but only  with,  the  written  consent of the Parent, the Borrowers and the
Majority Banks, and any consent  or  approval required or permitted by this
Agreement to be given by one or more or  all of the Banks may be given, and
the performance or observance by the Parent  and the Borrowers of any terms
of  this  Agreement  or such other instrument or  the  continuance  of  any
Default or Event of Default  may  be  waived  (either  generally  or  in  a
particular  instance  and  either retroactively or prospectively) with, but
only with, the written consent  of the Majority Banks.  Notwithstanding the
foregoing,  (i)  the amount of the  respective  Loans,  the  term  of,  and
scheduled payments  on, the Notes, and the amount of the Commitments of the
Banks hereunder may not  be  changed, and the rate of interest on the Notes
(other  than  interest accruing  pursuant  to  <section>5.8  following  the
effective date  of any waiver by the Majority Banks of the Default or Event
of Default relating  thereto),  the  amount  of Commitment Fee or Letter or
Credit fees hereunder and the minimum fair market  value  of  the Mortgaged
Vessels required to be maintained by the Borrowers and the Parent  pursuant
to  SECTION 10.4 hereof may not be reduced, without the written consent  of
the Parent,  the  Borrowers  and  the written consent of each Bank affected
thereby;  (ii)  the  definitions  of  Majority   Banks  and  of  Commitment
Percentage  and  this  SECTION 26 may not be amended  without  the  written
consent of all of the Banks;  (iii)  no  Collateral may be released without
the written consent of all of the Banks if,  after  giving  effect  to such
release,  the  Parent  and  the  Borrowers  would not be in compliance with
SECTION 10.4 hereof; (iv) the amount of the Letter  of  Credit Fees payable
for the Issuing Bank's account and SECTION 3 may not be amended without the
written consent of the Issuing Bank; and (v) SECTION 15 may  not be amended
without  written  consent  of   the Administrative Agent.  No waiver  shall
extend to or affect any obligation not expressly waived or impair any right
consequent thereon.  No course of  dealing or delay or omission on the part
of any Bank in exercising any right  shall  operate  as a waiver thereof or
otherwise be prejudicial thereto.  No notice to or demand  upon the Parent,
the Borrowers or any Guarantor shall entitle the Parent, the  Borrowers  or
any  Guarantor  to  other  or  further notice or demand in similar or other
circumstances.

     SECTION 27.  SEVERABILITY.   The  provisions  of  this  Agreement  are
severable and if any one clause or  provision  hereof shall be held invalid
or  unenforceable  in  whole  or  in  part in any jurisdiction,  then  such
invalidity or unenforceability shall affect  only such clause or provision,
or part thereof, in such jurisdiction, and shall  not  in any manner affect
such clause or provision in any other jurisdiction, or any  other clause or
provision of this Agreement in any jurisdiction.

     SECTION 28. PARI PASSU TREATMENT.

          (a)  Notwithstanding  anything to the contrary set forth  herein,
each payment or prepayment of principal  and  interest  received  after the
occurrence of an Event of Default hereunder shall be distributed pari passu
among  the  Banks  and  the  Issuing Bank, in accordance with the aggregate
outstanding principal amount of  the Obligations owing to each Bank and the
Issuing  Bank  (including  its Letter  of  Credit  Participations  and  any
Reimbursement Obligations owing to it) divided by the aggregate outstanding
principal amount of all Obligations (including any Obligations not then due
and payable).

          (b)  Following the  occurrence  and during the continuance of any
Event of Default, each Bank agrees that if  it  shall, through the exercise
of a right of banker's lien, setoff or counterclaim  against  the Borrowers
or  the Parent (pursuant to SECTION 14 or otherwise), including  a  secured
claim  under  Section  506  of  the  Bankruptcy  Code  or other security or
interest arising from or in lieu of, such secured claim,  received  by such
Bank  under  any applicable bankruptcy, insolvency or other similar law  or
otherwise, obtain  payment  (voluntary  or  involuntary)  in respect of the
Notes,  Loans  and  other Obligations held by it as a result of  which  the
unpaid principal portion  of the Notes and the Obligations held by it shall
be proportionately less than  the unpaid principal portion of the Notes and
Obligations  held  by  any  other  Bank,   it   shall  be  deemed  to  have
simultaneously purchased from such other Bank a participation  in the Notes
and  Obligations  held  by  such  other  Bank, so that the aggregate unpaid
principal amount of the Notes, Obligations  and participations in Notes and
Obligations  held  by  each Bank shall be in the  same  proportion  to  the
aggregate  unpaid principal  amount  of  the  Notes  and  Obligations  then
outstanding as the principal amount of the Notes and other Obligations held
by it prior  to  such exercise of banker's lien, setoff or counterclaim was
to the principal amount  of  all  Notes  and  other Obligations outstanding
prior to such exercise of banker's lien, setoff  or counterclaim; provided,
however,  that if any such purchase or purchases or  adjustments  shall  be
made pursuant  to this SECTION 28 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the  extent  of such recovery and the purchase price or prices
or adjustments restored without interest.

          (c)  Following the  occurrence  and during the continuance of any
Event  of  Default,  each Bank agrees that it  shall  be  deemed  to  have,
automatically upon the  occurrence of such Event of Default, purchased from
each other Bank a participation  in  the risk associated with the Notes and
Obligations held by such other Bank, so that the aggregate principal amount
of the Notes and Obligations held by each  Bank shall be equivalent to such
Bank's Commitment Percentage as at the date of such Event of Default.  Upon
demand by the Administrative Agent, made at  the  request  of  the Majority
Banks, each Bank that has purchased such participation shall pay the amount
of  such  participation to one or more Bank(s) whose outstanding Loans  and
Letter  of  Credit   Participations   exceed  their  respective  Commitment
Percentages as at such date.

          (d)  The   Borrowers   expressly   consent   to   the   foregoing
arrangements and agree that any Person  holding such a participation in the
Notes and the Obligations deemed to have been so purchased may exercise any
and all rights of banker's lien, setoff or counterclaim with respect to any
and all moneys owing by the Borrowers to  such  Person  as fully as if such
Person  had  made  a Loan directly to the Borrowers in the amount  of  such
participation.

     SECTION 29. INTENTIONALLY OMITTED.

     SECTION 30. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

     SECTION 30.1 SHARING OF INFORMATION  WITH  SECTION 20 SUBSIDIARY.  The
Parent  and  the  Borrowers acknowledge that from time  to  time  financial
advisory, investment  banking and other services may be offered or provided
to the Parent and/or the  Borrowers  or  one  or more of the Parent's other
Subsidiaries, in connection with this Agreement  or otherwise, by a Section
20 Subsidiary.  Each of the Parent and the Borrowers,  for  itself and each
of the Parent's other Subsidiaries, hereby authorizes (a) such  Section  20
Subsidiary  to  share  with  the  Administrative  Agent  and  each Bank any
information  delivered to such Section 20 Subsidiary by the Parent  or  the
Borrowers  or  any   of  the  Parent's  other  Subsidiaries,  and  (b)  the
Administrative Agent and each Bank to share with such Section 20 Subsidiary
any information delivered  to  the Administrative Agent or such Bank by the
Parent or the Borrowers or any of  the Parent's other Subsidiaries pursuant
to this Agreement, or in connection with the decision of such Bank to enter
into this Agreement; it being understood,  in  each  case,  that  any  such
Section  20  Subsidiary  receiving  such  information shall be bound by the
confidentiality  provisions of this Agreement.   Such  authorization  shall
survive the payment and satisfaction in full of all of Obligations.

     SECTION 30.2 CONFIDENTIALITY. Each  of the Issuing Bank, the Banks and
the  Administrative Agent agrees, on behalf  of  itself  and  each  of  its
affiliates,  directors,  officers,  employees  and  representatives, to use
reasonable  precautions  to  keep  confidential, in accordance  with  their
customary  procedures for handling confidential  information  of  the  same
nature and in  accordance  with  safe and sound banking practices, any non-
public information supplied to it  by  the  Parent, the Borrowers or any of
the  Parent's  other  Subsidiaries  pursuant  to  this  Agreement  that  is
identified by such Person as being confidential at  the  time  the  same is
delivered  to  the  Issuing  Bank,  the  Banks or the Administrative Agent,
provided  that  nothing  herein  shall limit the  disclosure  of  any  such
information (a) after such information  shall have become public other than
through  a violation of this SECTION 30, (b)  to  the  extent  required  by
statute, rule,  regulation  or  judicial process, (c) to counsel for any of
the  Issuing  Bank, the Banks or the  Administrative  Agent,  (d)  to  bank
examiners or any  other  regulatory  authority having jurisdiction over the
Issuing  Bank, any Bank or the Administrative  Agent,  or  to  auditors  or
accountants, (e) to the Administrative Agent, the Issuing Bank, any Bank or
any Section  20  Subsidiary, (f) in connection with any litigation to which
any one or more of the Banks, the Issuing Bank, the Administrative Agent or
any Section 20 Subsidiary is a party, or in connection with the enforcement
of rights or remedies  hereunder or under any other Loan Document, (g) to a
Subsidiary or affiliate  of such Bank as provided in SECTION 30.1 or (h) to
any assignee or participant  (or  prospective  assignee  or participant) so
long as such assignee or participant agrees to be bound by  the  provisions
of SECTION 19.6 and this SECTION 30.2.

     SECTION 30.3 PRIOR  NOTIFICATION.   Unless specifically prohibited  by
applicable law or court order, each of the  Banks, the Issuing Bank and the
Administrative Agent shall, prior to disclosure  thereof, notify the Parent
and  the  Borrowers of any request for disclosure of  any  such  non-public
information  by  any  governmental  agency or representative thereof (other
than any such request in connection with  an  examination  of the financial
condition  of such Bank by such governmental agency) or pursuant  to  legal
process.

     SECTION 30.4 OTHER. In no event shall any Bank, the Issuing Bank or the
Administrative  Agent  be  obligated  or  required  to return any materials
furnished to it or any Section 20 Subsidiary by the Parent, the Borrower or
any of the Parent's other Subsidiaries.  The obligations of each Bank under
this SECTION 30 shall be binding upon any assignee of,  or purchaser of any
participation  in,  any  interest  in  any  of  the  Loans or Reimbursement
Obligations from any Bank.

     SECTION 31.  INTEREST.

          (a)  It  is the intention of the parties hereto  to  comply  with
applicable usury laws,  if  any; accordingly, notwithstanding any provision
to the contrary in this Agreement,  the  Notes  or in any of the other Loan
Documents securing the payment hereof or otherwise  relating  hereto, in no
event shall this Agreement, the Notes or such other Loan Documents  require
or  permit  the  payment,  taking,  reserving,  receiving,  collection,  or
charging  of  any  sums  constituting interest under applicable laws  which
exceed the maximum amount  permitted  by  such  laws.   If  any such excess
interest  is  called  for,  contracted  for,  charged, taken, reserved,  or
received in connection with the Loans evidenced  by  the Notes or in any of
the  Loan  Documents  securing  the  payment thereof or otherwise  relating
thereto, or in any communication by the Administrative Agent, Documentation
Agent, the Issuing Bank or the Banks or  any  other Person to the Borrowers
or  any  other  Person, or in the event all or part  of  the  principal  or
interest thereof shall be prepaid or accelerated, so that under any of such
circumstances or  under  any  other  circumstance  whatsoever the amount of
interest  contracted  for,  charged, taken, reserved, or  received  on  the
amount of principal actually  outstanding from time to time under the Notes
or any other Loan Document shall  exceed  the  maximum  amount  of interest
permitted by applicable usury laws, then in any such event it is  agreed as
follows:   (i)  the  provisions of this paragraph shall govern and control,
(ii) neither any Borrower  nor any other Person now or hereafter liable for
the payment of the Notes or  any  Obligation  shall be obligated to pay the
amount of such interest to the extent such interest  is  in  excess  of the
maximum  amount  of  interest permitted by applicable usury laws, (iii) any
such excess which is or  has  been  received notwithstanding this paragraph
shall be credited against the then unpaid principal balance of the Notes or
other Obligations, as applicable, or, if the Notes or other Obligations, as
applicable, have been or would be paid  in full, refunded to the Borrowers,
and (iv) the provisions of this Agreement,  the  Notes  and  the other Loan
Documents securing the payment thereof and otherwise relating  thereto, and
any  communication  to the Borrowers, shall immediately be deemed  reformed
and such excess interest  reduced,  without  the necessity of executing any
other document, to the maximum lawful rate allowed under applicable laws as
now or hereafter construed by courts having jurisdiction hereof or thereof.
Without  limiting  the  foregoing, all calculations  of  the  rate  of  the
interest contracted for,  charged,  collected, taken, reserved, or received
in connection with the Notes, this Agreement  or  any  other  Loan Document
which are made for the purpose of determining whether such rate exceeds the
maximum  lawful  rate  shall  be made to the extent permitted by applicable
laws by amortizing, prorating,  allocating  and spreading during the period
of  the  full  term  of  the  Loans  or other Obligations,  as  applicable,
including all prior and subsequent renewals and extensions, all interest at
any time contracted for, charged, taken,  collected, reserved, or received.
The terms of this paragraph shall be deemed  to  be  incorporated  in every
document  and  communication  relating to the Notes, the Loans or any other
Loan Document.

          (b)  Texas Finance Code,  Chapter  346 (formerly Tex.  Rev.  Civ.
Stat.,  Title  79,  Chapter  15), which regulates  certain  revolving  loan
accounts and revolving triparty  accounts, shall not apply to any revolving
loan accounts created under the Notes,  this  Agreement  or  the other Loan
Documents or maintained in connection therewith.

          (c)  To  the extent that the interest rate laws of the  State  of
Texas are applicable  to the Loans or any other Obligations, the applicable
interest rate ceiling is  the  weekly  ceiling (formerly the indicated rate
ceiling) determined in accordance with Tex.   Rev.   Civ.  Stat., Title 79,
Article 5069-1D.003, also codified at Texas Finance Code,  Section  303.301
(formerly Article 5069-1.01(a)(1)), and, to the extent that this Agreement,
the Notes or any other Loan Document is deemed an open end account as  such
term  is  defined  in  Tex.   Rev.   Civ.   Stat.,  Title 79, Article 5069-
1B.002(14),  also  codified  at  Texas  Finance  Code  Section  3.01.001(3)
(formerly Article 5069-1.01(f)), the Payee retains the right  to modify the
interest rate in accordance with applicable law.

     SECTION 32. NO ORAL AGREEMENTS. THIS WRITTEN LOAN AGREEMENT,  TOGETHER
WITH  THE  OTHER  WRITTEN  LOAN  DOCUMENTS EXECUTED IN CONNECTION HEREWITH,
REPRESENTS  THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  AND  MAY  NOT  BE
CONTRADICTED  BY  EVIDENCE  OF PRIOR, CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     SECTION 33.  ARBITRATION

          (a)  ARBITRATION.   Upon  the  demand  of  any party, any Dispute
shall be resolved by binding arbitration (except as set forth in (e) below)
in accordance with the terms of this Agreement.  A "Dispute" shall mean any
action, dispute, claim or controversy of any kind, whether  in  contract or
tort,  statutory  or  common  law,  legal  or  equitable,  now  existing or
hereafter arising under or in connection with, or in any way pertaining to,
any  of  the  Loan Documents, or any past, present or future extensions  of
credit and other  activities,  transactions  or  obligations  of  any  kind
related  directly  or  indirectly  to  any of the Loan Documents, including
without limitation, any of the foregoing  arising  in  connection  with the
exercise  of any self-help, ancillary or other remedies pursuant to any  of
the Loan Documents.   Any  party may by summary proceedings bring an action
in court to compel arbitration  of  a  Dispute.   Any  party  who  fails or
refuses  to  submit  to  arbitration following a lawful demand by any other
party shall bear all costs  and  expenses  incurred  by such other party in
compelling arbitration of any Dispute.

          (b)  GOVERNING   RULES.    Arbitration   proceedings   shall   be
administered by the American Arbitration Association  ("AAA") or such other
administrator as the parties shall mutually agree upon  in  accordance with
the   AAA   Commercial  Arbitration  Rules.   All  Disputes  submitted   to
arbitration shall  be  resolved  in accordance with the Federal Arbitration
Act (Title 9 of the United States  Code),  notwithstanding  any conflicting
choice  of  law  provision  in  any of the Loan Documents.  The arbitration
shall be conducted at a location  in  Texas  selected  by  the AAA or other
administrator.  If there is any inconsistency between the terms  hereof and
any  such  rules,  the terms and procedures set forth herein shall control.
All statutes of limitation  applicable  to  any  Dispute shall apply to any
arbitration  proceeding.   All  discovery  activities  shall  be  expressly
limited  to  matters  directly relevant to the  Dispute  being  arbitrated.
Judgment upon any award  rendered  in  an arbitration may be entered in any
court having jurisdiction; provided however,  that nothing contained herein
shall  be  deemed  to  be  a waiver by any party that  is  a  bank  of  the
protections afforded to it under  12  U.S.C.   <section>91  or  any similar
applicable state law.

          (c)  NO  WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE.
No provision hereof  shall  limit  the right of any party to exercise self-
help remedies such as setoff, foreclosure  against  or  sale of any real or
personal  property  collateral  or  security,  or to obtain provisional  or
ancillary  remedies,  including  without  limitation   injunctive   relief,
sequestration,  attachment,  garnishment  or the appointment of a receiver,
from a court of competent jurisdiction before, after or during the pendency
of any arbitration or other proceeding.  The  exercise  of  any such remedy
shall not waive the right of any party to compel arbitration hereunder.

          (d)  ARBITRATOR  QUALIFICATIONS AND POWERS; AWARDS.   Arbitrators
must  be active members of the  Texas  State  Bar  with  expertise  in  the
substantive   laws  applicable  to  the  subject  matter  of  the  Dispute.
Arbitrators are  empowered  to  resolve  Disputes  by  summary  rulings  in
response   to  motions  filed  prior  to  the  final  arbitration  hearing.
Arbitrators   (i)  shall  resolve  all  Disputes  in  accordance  with  the
substantive law  of the state of Texas, (ii) may grant any remedy or relief
that a court of the  state  of  Texas could order or grant within the scope
hereof and such ancillary relief  as  is  necessary  to  make effective any
award, and (iii) shall have the power to award recovery of  all  costs  and
fees,  to  impose  sanctions  and  to  take such other actions as they deem
necessary to the same extent a judge could pursuant to the Federal Rules of
Civil Procedure, the Texas Rules of Civil  Procedure  or  other  applicable
law.  Any Dispute in which the amount in controversy is $5,000,000  or less
shall  be  decided by a single arbitrator who shall not render an award  of
greater than  $5,000,000 (including damages, costs, fees and expenses).  By
submission to a single arbitrator, each party expressly waives any right or
claim to recover  more than $5,000,000.  Any Dispute in which the amount in
controversy exceeds $5,000,000 shall be decided by majority vote of a panel
of three arbitrators;  provided  however,  that  all three arbitrators must
actively participate in all hearings and deliberations.

          (e)  JUDICIAL  REVIEW.  Notwithstanding anything  herein  to  the
contrary, in any arbitration  in  which  the  amount in controversy exceeds
$25,000,000, the arbitrators shall be required  to  make  specific, written
findings  of  fact  and conclusions of law.  In such arbitrations  (i)  the
arbitrators shall not  have  the  power  to  make  any  award  which is not
supported by substantial evidence or which is based on legal error, (ii) an
award shall not be binding upon the parties unless the findings of fact are
supported  by  substantial  evidence  and  the  conclusions of law are  not
erroneous under the substantive law of the state  of  Texas,  and (iii) the
parties  shall  have in addition to the grounds referred to in the  Federal
Arbitration Act for vacating, modifying or correcting an award the right to
judicial review of  (A)  whether  the  findings  of  fact  rendered  by the
arbitrators  are  supported  by  substantial  evidence, and (B) whether the
conclusions of law are erroneous under the substantive  law of the state of
Texas.  Judgment confirming an award in such a proceeding  may  be  entered
only  if  a court determines the award is supported by substantial evidence
and not based  on  legal  error  under  the substantive law of the state of
Texas.

          (f)  MISCELLANEOUS.  To the maximum  extent practicable, the AAA,
the arbitrators and the parties shall take all action  required to conclude
any  arbitration proceeding within 180 days of the filing  of  the  Dispute
with the  AAA.   No  arbitrator or other party to an arbitration proceeding
may  disclose  the  existence,  content  or  results  thereof,  except  for
disclosures of information  by  a  party required in the ordinary course of
its business, by applicable law or regulation,  or  to the extent necessary
to exercise any judicial review rights set forth herein.   If more than one
agreement for arbitration by or between the parties potentially  applies to
a  Dispute,  the  arbitration  provision most directly related to the  Loan
Documents  or  the subject matter  of  the  Dispute  shall  control.   This
arbitration provision shall survive termination, amendment or expiration of
any of the Loan Documents or any relationship between the parties.





      [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]





<PAGE>
     IN WITNESS  WHEREOF, the undersigned have duly executed this Agreement
as of the date first set forth above.

                                           TRICO MARINE OPERATORS, INC.


                                           By______________________________
                                                Name:
                                                Title:
                                           TRICO MARINE ASSETS, INC.


                                           By______________________________
                                                Name:
                                                Title:
                                           TRICO MARINE SERVICES, INC.


                                           By______________________________
                                                Name:
                                                Title:




   [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED REVOLVING
                             CREDIT AGREEMENT]




<PAGE>

                                           WELLS FARGO BANK (TEXAS), NATIONAL
                                            ASSOCIATION individually and as
                                            Administrative Agent


                                           By______________________________
                                                Name:
                                                Title:

                                           WELLS FARGO BANK, N.A., as Issuing
                                            Bank


                                           By______________________________
                                                Name:
                                                Title:

   [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED REVOLVING
                             CREDIT AGREEMENT]





<PAGE>

                                           CHRISTIANIA BANK OG KREDITKASSE ASA,
                                            NEW YORK BRANCH individually and as
                                            Documentation Agent


                                           By______________________________
                                                Name:
                                                Title:


                                           By______________________________
                                                Name:
                                                Title:





   [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED REVOLVING
                             CREDIT AGREEMENT]




<PAGE>

                                           BANK ONE LOUISIANA, N.A.
                                            individually and as Syndication
                                            Agent


                                           By______________________________
                                                Name:
                                                Title:







   [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED REVOLVING
                             CREDIT AGREEMENT]





<PAGE>

                                           HIBERNIA NATIONAL BANK


                                           By______________________________
                                                Name:
                                                Title:





   [THIS IS A SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED REVOLVING
                             CREDIT AGREEMENT]







<PAGE>
                                 EXHIBIT A

                                  FORM OF
             SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE


$________________                               ______________ ___  , 199__

     FOR VALUE RECEIVED,  the  undersigned  TRICO MARINE OPERATORS, INC., a
Louisiana  corporation,  and  TRICO  MARINE  ASSETS,   INC.,   a   Delaware
corporation,  (collectively,  the  "Borrowers"  and  each, individually,  a
"Borrower"), hereby absolutely and unconditionally, jointly  and  severally
and  in  solidarity  (as  provided  in <section>5.9 of the Credit Agreement
referred to below) promise to pay to  the  order  of  [INSERT NAME OF PAYEE
BANK]  (the  "Bank")  at  the office of Wells Fargo Bank (Texas),  National
Association, as Administrative Agent, 1000 Louisiana, 3{rd} Floor, Houston,
Texas 77002, or at such other  location  as  the  Administrative  Agent may
designate from time to time:

         a.  on  the  Maturity Date, the principal amount of [INSERT BANK'S
     COMMITMENT] DOLLARS ($___) or, if less, the aggregate unpaid principal
     amount of Loans advanced by the Bank to the Borrowers pursuant to  the
     Third Amended and Restated Revolving Credit Agreement dated as of July
     __, 1999  (as  the  same  may  be  amended,  modified, supplemented or
     restated  and in effect from time to  time,  the  "Credit Agreement"),
     among the Borrowers, Trico Marine Services, Inc., the  Bank  and  such
     other  lending  institutions  which  are or may become parties thereto
     from time to time, and Wells Fargo Bank (Texas), National  Association
     as Administrative Agent for itself and such other lending institutions
     (the "Administrative Agent"); and

         b. interest from the date hereof on the principal amount from time
     to time outstanding to and including the  date  on which the principal
     amount hereof is paid in full at the times and at  the  rates provided
     in the Credit Agreement.

     This  Note  and the other Notes issued of even date herewith  evidence
borrowings under,  and have been issued by the Borrowers in accordance with
the terms of, the Credit  Agreement.   This  Note  has  been  issued  as an
amendment  and restatement of, but does not evidence payment, satisfaction,
novation or  discharge  of,  the Amended and Restated Revolving Credit Note
issued to the Bank under the Existing  Credit  Agreement.  The Bank and any
holder  hereof  is entitled to the benefits of the  Credit  Agreement,  the
Security Documents  and  the  other  Loan  Documents,  and  may enforce the
agreements  of the Borrowers contained therein, and any holder  hereof  may
exercise  the   respective  remedies  provided  for  thereby  or  otherwise
available in respect  thereof,  all in accordance with the respective terms
thereof All capitalized terms used  in  this Note and not otherwise defined
herein  which  are  defined in the Credit Agreement  shall  have  the  same
meanings herein as in the Credit Agreement.

     The Borrowers irrevocably  authorize  the  Bank to make or cause to be
made, at or about the time of the Drawdown Date of  any Loan or at the time
of  receipt  of  any  payment  of  principal of this Note,  an  appropriate
notation on the grid attached to this  Note,  or  the  continuation of such
grid,  or any other similar record, including computer records,  reflecting
the making  of  such  Loan  or  (as  the  case  may be) the receipt of such
payment.   The  outstanding  amount  of the Loans set  forth  on  the  grid
attached to this Note, or the continuation  of  such  grid,  or  any  other
similar  record,  including  computer  records, maintained by the Bank with
respect to any Loans shall be prima facie  evidence of the principal amount
thereof owing and unpaid to the Bank, but the  failure  to  record,  or any
error  in  so recording, any such amount on any such grid, continuation  or
other record  shall  not  limit  or  otherwise affect the obligation of the
Borrowers  hereunder or under the Credit  Agreement  to  make  payments  of
principal of and interest on this Note when due.

     The  Borrowers  have  the  right  in  certain  circumstances  and  the
obligation under certain other circumstances to prepay the whole or part of
the principal  of  this  Note  on the terms and conditions specified in the
Credit Agreement.  This Note is  a  revolving  note, and it is contemplated
that  by  reason  of  prepayments  hereon,  there  may  be  times  when  no
indebtedness is owing hereunder; notwithstanding any  such  occurrence, the
Note shall remain valid and shall be in full force and effect  as  to  each
principal advance made hereunder subsequent to each such occurrence.

     If  any  one  or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or  be  declared  due and payable in the manner and with
the effect provided in the Credit Agreement.

     No delay or omission on the part  of  the Bank or any holder hereof in
exercising any right hereunder shall operate  as  a waiver of such right or
of  any  other  rights  of the Bank or such holder, nor  shall  any  delay,
omission or waiver on any  one  occasion  be  deemed a bar or waiver of the
same or any other right on any further occasion.

     The Borrowers and every endorser and guarantor  of  this  Note  or the
obligation  represented  hereby  waive presentment, demand, notice, protest
and  all  other  demands  and notices  in  connection  with  the  delivery,
acceptance, performance, default or enforcement of this Note, and assent to
any  extension  or postponement  of  the  time  of  payment  or  any  other
indulgence, to any  substitution,  exchange or release of collateral and to
the  addition  or  release  of  any other  party  or  person  primarily  or
secondarily liable.

     It is the intention of the parties  hereto  to  comply with applicable
usury  laws,  if  any;  accordingly, notwithstanding any provision  to  the
contrary in this Note, the  Credit  Agreement  or  in any of the other Loan
Documents securing the payment hereof or otherwise relating  hereto,  in no
event  shall  this  Note, the Credit Agreement or such other Loan Documents
require or permit the payment, taking, reserving, receiving, collection, or
charging of any sums  constituting  interest  under  applicable laws  which
exceed  the  maximum  amount permitted by such laws.  If  any  such  excess
interest  is called for,  contracted  for,  charged,  taken,  reserved,  or
received in  connection  with the Loans evidenced by this Note or in any of
the Loan Documents securing  the  payment  thereof  or  otherwise  relating
thereto, or in any communication by the Administrative Agent, Documentation
Agent  or  the  Banks  or  any  other  person to the Borrowers or any other
person, or in the event all or part of the  principal  or  interest thereof
shall be prepaid or accelerated, so that under any of such circumstances or
under  any other circumstance whatsoever the amount of interest  contracted
for, charged,  taken,  reserved,  or  received  on  the amount of principal
actually  outstanding from time to time under the Notes  shall  exceed  the
maximum amount  of interest permitted by applicable usury laws, then in any
such event it is  agreed  as follows:  (i) the provisions of this paragraph
shall govern and control, (ii) neither any Borrower nor any other person or
entity now or hereafter liable  for  the  payment  of  the  Notes  shall be
obligated to pay the amount of such interest to the extent such interest is
in  excess of the maximum amount of interest permitted by applicable  usury
laws,  (iii)  any such excess which is or has been received notwithstanding
this paragraph  shall be credited against the then unpaid principal balance
of the Notes or,  if the Notes have been or would be paid in full, refunded
to  the Borrowers, and  (iv)  the  provisions  of  this  Note,  the  Credit
Agreement  and  the  other  Loan Documents securing the payment thereof and
otherwise relating thereto, and  any  communication to the Borrowers, shall
immediately be deemed reformed and such  excess  interest  reduced, without
the necessity of executing any other document, to the maximum  lawful  rate
allowed  under  applicable  laws  as  now  or hereafter construed by courts
having jurisdiction hereof or thereof.  Without limiting the foregoing, all
calculations  of  the  rate  of  the  interest  contracted   for,  charged,
collected, taken, reserved, or received in connection with this Note or the
Credit Agreement which are made for the purpose of determining whether such
rate exceeds the maximum lawful rate shall be made to the extent  permitted
by  applicable  laws  by  amortizing,  prorating,  allocating and spreading
during the period of the full term of the Loans, including  all  prior  and
subsequent  renewals  and  extensions,  all interest at any time contracted
for, charged, taken, collected, reserved,  or  received.  The terms of this
paragraph  shall  be  deemed  to  be  incorporated in  every  document  and
communication relating to this Note, the Loans or any other Loan Document.

     Texas Finance Code, Chapter 346 (formerly  Tex.   Rev.   Civ.   Stat.,
Title 79, Chapter 15), which regulates certain revolving loan accounts  and
revolving triparty accounts, shall not apply to any revolving loan accounts
created  under  this Note, the Credit Agreement or the other Loan Documents
or maintained in connection therewith.

     To the extent  that  the  interest rate laws of the State of Texas are
applicable to the Loans, the applicable interest rate ceiling is the weekly
ceiling (formerly the indicated rate ceiling) determined in accordance with
Tex.  Rev.  Civ.  Stat., Title 79,  Article  5069-1D.003,  also codified at
Texas  Finance  Code,  Section  303.301 (formerly Article 5069-1.01(a)(1)),
and, to the extent that this Note,  the  Credit Agreement or any other Loan
Document is deemed an open end account as  such  term  is  defined  in Tex.
Rev.   Civ.   Stat.,  Title  79,  Article 5069-1B.002(14), also codified at
Texas Finance Code Section 3.01.001(3) (formerly Article 5069-1.01(f)), the
Payee retains the right to modify the  interest  rate  in  accordance  with
applicable law.

     THIS NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL
PURPOSES  BE  GOVERNED  BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.  EACH OF  THE  BORROWERS  AGREES  THAT  ANY  SUIT  FOR  THE
ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS
OR  ANY  FEDERAL  COURT  SITTING  THEREIN  AND CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURT AND THE SERVICE OF  PROCESS  IN  ANY  SUCH  SUIT
BEING  MADE  UPON  SUCH  BORROWERS  BY  MAIL  AT  THE  ADDRESS SPECIFIED IN
<section>20 OF THE CREDIT AGREEMENT.  EACH OF THE BORROWERS  HEREBY  WAIVES
ANY  OBJECTION  THAT  IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
SUIT OR ANY SUCH COURT  OR  THAT  SUCH  SUIT  IS BROUGHT IN AN INCONVENIENT
COURT.

IN WITNESS WHEREOF, each of Trico Marine Operators,  Inc.  and Trico Marine
Assets, Inc.  has caused this Note to be signed in its  corporate  name  by
its duly authorized officer as of the day and year first above written.


                                                  TRICO MARINE OPERATORS, INC.


                                                  By:_________________________
                                                  Name:
                                                  Title:


                                                  TRICO MARINE ASSETS, INC.


                                                  By:_________________________
                                                  Name:
                                                  Title:


<PAGE>

<TABLE>
<CAPTION>
                                                                    Balance of
                            Amount         Amount of Principal       Principal            Notation
        Date                of Loan          Paid or Prepaid          Unpaid              Made By:
        <S>                  <C>                  <C>                  <C>                  <C>
</TABLE>




<PAGE>
                                 EXHIBIT B

                           FORM OF LOAN REQUEST


                                      ____________, 199__


Wells Fargo Bank (Texas), National Association,
as Administrative Agent
1000 Louisiana, Third Floor
Houston, Texas  77002
Attention:  Joe Maxwell

     Re:  Loan Request
          ------------

Ladies and Gentlemen:

     The  undersigned,  Trico  Marine  Operators, Inc.   and  Trico  Marine
Assets, Inc.  (collectively, the "Borrowers") hereby request that the Banks
make a Loan pursuant to the terms and conditions  set  forth  in  the Third
Amended  and Restated Revolving Credit Agreement dated as of July __,  1999
(such agreement,  as  amended  and in effect from time to time, the "Credit
Agreement"), among the Borrowers,  Trico Marine Services, Inc., Wells Fargo
Bank  (Texas), National Association and  such  other  lending  institutions
which are  or  may  become parties thereto from time to time (the "Banks"),
and Wells Fargo Bank (Texas), National Association, as administrative agent
for  itself  and  such  other  lending  institutions  (the  "Administrative
Agent").

     Capitalized terms which  are  used herein without definition and which
are defined in the Credit Agreement  shall have the same meanings herein as
in the Credit Agreement.

     The Borrowers request that the Banks  make  a  [Base  Rate Loan in the
principal amount of $__________] [Eurocurrency Rate Loan in  the  principal
amount  of  $__________,  with  an Interest Period of _____ months] on  the
Drawdown Date of [___________].   We understand that this request obligates
us to accept the requested Loan on the proposed Drawdown Date.

     The Borrowers hereby represent,  warrant  and  certify  to you (a) the
proceeds  specified herein shall be used in accordance with the  provisions
of the Credit  Agreement,  (b)  the  representations  and warranties of the
Borrowers  contained  in  the  Credit Agreement or otherwise  made  by  the
Borrowers in connection with the  transactions  contemplated  thereby  were
true  and correct in all respects when made and are true and correct in all
respects  on  and  as  of  the  date hereof with the same effect as if made
herein  (except  to  the  extent  of changes  resulting  from  transactions
contemplated  or  permitted by the Credit  Agreement  and  the  other  Loan
Documents and changes  occurring  in  the  ordinary course of business that
singly or in the aggregate are not materially  adverse,  and  except to the
extent  that  such  representations and warranties relate expressly  to  an
earlier  date), (c) the  Borrowers  have  performed  and  complied  in  all
respects with  all  of  the  terms  and  conditions contained in the Credit
Agreement required to be performed or complied  with by the Borrowers prior
to  or  at  the time of the borrowing requested herein,  (d)  after  giving
effect to the  borrowing  requested  herein,  the  Borrowers  shall  be  in
compliance  with  the  covenant  contained  in  <section>10.4 of the Credit
Agreement and with the borrowing limitations set  forth  in <section>2.1 of
the Credit Agreement, and (e) at and as of the date hereof,  no  Default or
Event  of  Default  exists  and no Default or Event of Default shall result
from the consummation of the borrowing requested herein.

                                                  Very truly yours,

                                                  TRICO MARINE OPERATORS, INC.


                                                  By:_________________________
                                                  Name:
                                                  Title:
                                                  TRICO MARINE ASSETS, INC.


                                                  By:_________________________
                                                  Name:
                                                  Title:



<PAGE>


                                 EXHIBIT C

                                  FORM OF
                          COMPLIANCE CERTIFICATE


                                  [Date]


To the Banks (as defined in the
  Credit Agreement referred to below)
c/o Wells Fargo Bank (Texas),
National Association, as Administrative Agent


Attn:

Ladies and Gentlemen:

     Reference is made to the  Third  Amended and Restated Revolving Credit
Agreement dated as of July __, 1999 (as  amended and in effect from time to
time, the "Credit Agreement"), among Trico  Marine  Operators,  Inc., Trico
Marine   Assets,   Inc.,   (each   a   "Borrower,"  and  collectively,  the
"Borrowers"), Trico Marine Services, Inc.  (the "Parent"), Wells Fargo Bank
(Texas), National Association and such other lending institutions which are
or may become parties thereto from time  to time (the "Banks"), Wells Fargo
Bank (Texas), National Association as administrative  agent  for itself and
such   other   lending  institutions  (the  "Administrative  Agent"),   and
Christiania Bank  og Kreditkasse as documentation agent for itself and such
other lending institutions  (the "Documentation Agent").  Capitalized terms
used herein without definition  which  are  defined in the Credit Agreement
shall have the respective meanings assigned to  such  terms  in  the Credit
Agreement.

     Pursuant  to  SECTION  8.4(C) of the Agreement, the Borrowers and  the
Parent, by the undersigned officers  of  the  Borrowers and the Parent (who
have reviewed the Loan Documents) hereby certify to each of you as follows:
(a) the information furnished in the calculations set forth on the Covenant
Compliance Worksheet attached hereto as ANNEX A  was true and correct as of
the last day of the fiscal [year] [quarter] immediately  preceding the date
of this certificate; (b) as of the date of this certificate,  there  exists
no  Default  or  Event  of Default or condition which would, with either or
both the giving of notice  or  the lapse of time, result in a Default or an
Event of Default; (c) the Borrowers  and  the Parent are in compliance with
SECTION  8.6(C)  of  the  Credit  Agreement; (d)  the  representations  and
warranties of each Borrower, the Parent  and  each  Subsidiary contained in
SECTION 7 of the Credit Agreement, and in all material respects, in each of
the other Loan Documents to which any Borrower, the Parent or Subsidiary is
a party, are true and correct in all material respects  on  and  as  of the
date  hereof  as if made on and as of such date (or, if stated to have been
made solely as  of  an  earlier date, were true and correct in all material
respects  as  of  such earlier  date)  and  (e)  the  financial  statements
delivered herewith  were  prepared  in  accordance  with generally accepted
accounting  principles  applied  on a basis consistent with  prior  periods
(except, in the case of quarterly  statements, for provisions for footnotes
and, in all cases, except as disclosed therein).

     IN WITNESS WHEREOF, each of the Parent and the Borrowers, has executed
this Compliance Certificate as of the date first written above.

                                                  TRICO MARINE SERVICES, INC.


                                                  By__________________________
                                                        Name:
                                                        Title:
                                                  TRICO MARINE OPERATORS, INC.


                                                  By__________________________
                                                        Name:
                                                        Title:
                                                  TRICO MARINE ASSETS, INC.


                                                  By__________________________
                                                        Name:
                                                        Title:


<PAGE>


                                 EXHIBIT D


                                  FORM OF
                         ASSIGNMENT AND ACCEPTANCE

                        Dated as of _______, ______

     Reference is made to the Third  Amended  and Restated Revolving Credit
Agreement dated as of July __, 1999 (as amended  and in effect from time to
time, the "Credit Agreement"), by and among Trico  Marine  Operators,  Inc.
("Marine  Operators"),  a  Louisiana corporation, Trico Marine Assets, Inc.
("Marine Assets"), a Delaware  corporation  (each  of  Marine Operators and
Marine  Assets,  a  "Borrower,"  and collectively, the "Borrowers"),  Trico
Marine Services, Inc.  (the "Parent"),  the  lending  institutions party to
the Credit Agreement, Wells Fargo Bank, N.A., as Issuing Bank (the "Issuing
Bank"), Wells Fargo Bank (Texas), National Association,  as  administrative
agent  (in such capacity, the "Administrative Agent") for itself  and  such
financial  institutions,  and Christiania Bank og Kreditkasse ASA, New York
Branch,  as  documentation agent  (in  such  capacity,  the  "Documentation
Agent") for itself and such financial institutions.  Capitalized terms used
herein and not  otherwise  defined shall have the meanings assigned to such
terms in the Credit Agreement.

    _____________________ (the "Assignor") and ___________ (the "Assignee")
hereby agree as follows:

    1.    Subject  to the terms  and  conditions  of  this  Assignment  and
Acceptance, the Assignor  hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and  assumes without recourse to the Assignor, as
of the Effective Date (as hereinafter defined), a [$_________ ] interest in
and to the rights, benefits, indemnities  and  obligations  of the Assignor
under  the  Credit Agreement equal to [_____% of the Total Commitment,  and
the risk relating to the outstanding Letters of Credit].

    2.    The  Assignor  (a) represents and warrants that (i) it is legally
authorized to enter into this  Assignment  and  Acceptance,  (ii) as of the
date  hereof (and without giving effect to assignments thereof  which  have
not yet  become effective), [its Commitment is $________ and its Percentage
and its participating  interest  in  the  risk  relating to any outstanding
Letters of Credit is _______%] and (b) makes no representation or warranty,
express  or  implied, and assumes no responsibility  with  respect  to  any
statements, warranties or representations made in or in connection with the
Credit Agreement  or  any  of  the  other  Loan Documents or the execution,
legality, validity, enforceability, genuineness,  sufficiency  or  value of
the  Credit  Agreement,  any  of  the  other  Loan  Documents  or any other
instrument  or  document  furnished  pursuant  thereto  or  the attachment,
perfection  or  priority of any security interest or mortgage,  other  than
that it is the legal and beneficial owner of the interest being assigned by
it hereunder free  and  clear  of  any  claim  or encumbrance; (c) makes no
representation or warranty and assumes no responsibility  with  respect  to
the  financial  condition  of  the Parent, any of the Borrowers, any of the
Guarantors, or any of the Parent's  other  Subsidiaries or any other Person
primarily or secondarily liable in respect of  any  of  the Obligations, or
the performance or observance by the Parent, any of the Borrowers,  any  of
the  Guarantors,  or  any  of  the Parent's other Subsidiaries or any other
Person primarily or secondarily liable in respect of any of the Obligations
or any of its obligations under  the  Credit  Agreement or any of the other
Loan Documents or any other instrument or document  delivered  or  executed
pursuant  thereto; and (d) attaches hereto the Notes delivered to it  under
the Credit Agreement.

     The Assignor  requests  that  the  Borrower(s) exchange the Assignor's
Notes for new Notes payable to the Assignor and the Assignee as follows:

<TABLE>
<CAPTION>
    NOTES PAYABLE TO
      THE ORDER OF:           TYPE OF NOTE:                  AMOUNT OF NOTE:
    <S>                        <C>                             <C>
    [Assignor]                 [US Note]                       [$        ]
</TABLE>

   3. The Assignee (a) represents and warrants  that  (i)  it  is  duly and
legally  authorized to enter into this Assignment and Acceptance, (ii)  the
execution,  delivery  and  performance of this Assignment and Acceptance do
not conflict with any provision  of law or of the charter or by-laws of the
Assignee, or of any agreement binding  on  the  Assignee,  (iii)  all acts,
conditions  and  things  required  to  be  done  and  performed and to have
occurred  prior  to  the  execution,  delivery  and  performance   of  this
Assignment  and  Acceptance,  and  to  render the same the legal, valid and
binding obligation of the Assignee, enforceable  against  it  in accordance
with its terms, have been done and performed and have occurred  in  due and
strict  compliance  with  all  applicable  laws;  (b)  confirms that it has
received a copy of the Credit Agreement, together with copies  of  the most
recent financial statements delivered pursuant to <section><section>7.4 and
8.4  thereof  and  such  other  documents  and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment  and  Acceptance;  (c) agrees that it  will,  independently  and
without reliance upon the Assignor,  the Administrative Agent or any of the
other Banks and based on such documents  and  information  as it shall deem
appropriate  at  the  time,  continue  to make its own credit decisions  in
taking or not taking action under the Credit  Agreement; (d) represents and
warrants that it is an Eligible Assignee; (e) appoints  and  authorizes the
Administrative  Agent  to  take such action as agent on its behalf  and  to
exercise  such  powers  under the  Credit  Agreement  and  the  other  Loan
Documents  as are delegated  to  the  Administrative  Agent  by  the  terms
thereof, together  with  such  powers as are reasonably incidental thereto;
(f) agrees that it will perform  in  accordance  with  their  terms all the
obligations which by the terms of the Credit Agreement are required  to  be
performed  by  it  as  a  Bank  [;  and  (g)  acknowledges that it has made
arrangements with the Assignor satisfactory to  it  with respect to its PRO
RATA  share of Letter of Credit Fees in respect of outstanding  Letters  of
Credit].

    4.    The  effective  date  for this Assignment and Acceptance shall be
__________, ______ (the "Effective Date").  Following the execution of this
Assignment and Acceptance and the  consent of the Borrower(s) hereto having
been obtained, if required under the  terms  of  the Credit Agreement, each
party  hereto  shall deliver its duly executed counterpart  hereof  to  the
Administrative Agent  for consent by the Administrative Agent and recording
in  the Register by the  Administrative  Agent.   Upon  the  Administrative
Agent's  acceptance  and  consent to this Assignment and Acceptance and the
Administrative Agent's receipt  of  the  required  registration  fee in the
amount  of $3500, the Administrative Agent will record this Assignment  and
Acceptance  in  the Register and SCHEDULE 1.1 to the Credit Agreement shall
thereupon be replaced  as of the Effective Date by the SCHEDULE 1.1 annexed
hereto.

    5.    Upon such acceptance  and recording, from and after the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment  and  Acceptance,  have  the  rights and
obligations of a Bank thereunder, and (ii) the Assignor shall, with respect
to  that  portion  of  its  interest  under  the  Credit Agreement assigned
hereunder, relinquish its rights and be released from its obligations under
the Credit Agreement; PROVIDED, HOWEVER, that the Assignor shall retain its
rights to be indemnified pursuant to <section>17 of  the  Credit  Agreement
with respect to any claims or actions arising prior to the Effective Date.

    6.    Upon  such  acceptance  of this Assignment and Acceptance by  the
Administrative Agent and such recording, from and after the Effective Date,
the Administrative Agent shall make  all  payments in respect of the rights
and interests assigned hereby (including payments  of  principal, interest,
fees  and  other amounts) to the Assignee.  The Assignor and  the  Assignee
shall make any appropriate adjustments in payments for periods prior to the
Effective Date by the Administrative Agent or with respect to the making of
this assignment directly between themselves.

    7.    THIS  ASSIGNMENT  AND  ACCEPTANCE  IS INTENDED TO BE AND SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,  THE  LAWS  OF  THE STATE OF
TEXAS.

    8.    This Assignment and Acceptance may be executed in any  number  of
counterparts   which  shall  together  constitute  but  one  and  the  same
agreement.

     IN WITNESS  WHEREOF,  intending  to  be  legally  bound,  each  of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                                  [THE ASSIGNOR]


                                                  By:_____________________
                                                        Name:
                                                        Title:
                                                  [THE ASSIGNEE]


                                                  By:_____________________
                                                        Name:
                                                        Title:

CONSENTED TO:

[TRICO MARINE OPERATORS, INC.


By:__________________________
   Name:
   Title:]


[TRICO MARINE ASSETS, INC.


By:__________________________
   Name:
   Title:]


WELLS FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, AS
  ADMINISTRATIVE AGENT


By:__________________________
   Name:
   Title:


WELLS FARGO BANK, N.A., AS
  ISSUING BANK


By:__________________________
   Name:
   Title:


By:__________________________
   Name:
   Title: