Exhibit 10.111 AMENDED AND RESTATED INDENTURE OF TRUST Dated as of July 9, 1996 READING & BATES DRILLING CO., as Borrower

Exhibit 10.111

AMENDED AND RESTATED INDENTURE OF TRUST

Dated as of July 9, 1996

READING & ▇▇▇▇▇ DRILLING CO., as Borrower

- and -

READING & ▇▇▇▇▇ EXPLORATION CO., as Subsidiary Guarantor

- and -

HRB RIG CORPORATION, as Subsidiary Guarantor

- and -

WILMINGTON TRUST COMPANY,
as Trustee

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TABLE OF CONTENTS
Page

INDENTURE OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . - 1 -
RECITALS OF THE BORROWER AND THE SUBSIDIARY GUARANTOR . . . . . . . . . - 1 -
GRANTING CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 2 -

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . - 3 -

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . - 3 -
Section 1.02. Notices . . . . . . . . . . . . . . . . . . . . . . . - 5 -
Section 1.03. Waiver of Notice . . . . . . . . . . . . . . . . . . - 6 -
Section 1.04. Effect of Headings; Table of Contents . . . . . . . . - 6 -
Section 1.05. Severability Clause; Further Assurances . . . . . . . - 6 -
Section 1.06. Governing Law; Jurisdiction . . . . . . . . . . . . . - 6 -
Section 1.07. Appointment of Process Agent . . . . . . . . . . . . - 6 -
Section 1.08. Counterparts . . . . . . . . . . . . . . . . . . . . - 7 -
Section 1.09. Survival . . . . . . . . . . . . . . . . . . . . . . - 7 -
Section 1.10. No Transfer in Violation of Shipping Act . . . . . . - 7 -
Section 1.11. Monies of Trustee Received by the Borrower and the
Subsidiary Guarantors . . . . . . . . . . . . . - 7 -
Section 1.12. Binding Effect . . . . . . . . . . . . . . . . . . . - 7 -

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . - 7 -

Section 2.01 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 7 -
(a) Organization and Existence . . . . . . . . . . . . . . . . . . . - 8 -
(b) Power and Authority . . . . . . . . . . . . . . . . . . . . . . . - 8 -
(c) Due Authorization, Execution and Enforceability . . . . . . . . . - 8 -
(d) No Violations . . . . . . . . . . . . . . . . . . . . . . . . . . - 8 -
(e) Liens and Security Interests . . . . . . . . . . . . . . . . . . - 8 -
(f) Notices of Defaults . . . . . . . . . . . . . . . . . . . . . . . - 8 -

Section 2.02 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 8 -
(a) Organization Existence . . . . . . . . . . . . . . . . . . . . . - 8 -
(b) Power and Authority . . . . . . . . . . . . . . . . . . . . . . . - 9 -
(c) Due Authorization, Execution and Enforceability . . . . . . . . . - 9 -
(d) No Violations . . . . . . . . . . . . . . . . . . . . . . . . . . - 9 -

ARTICLE 3
REMEDIES UPON AN EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . - 9 -

Section 3.01. Remedies . . . . . . . . . . . . . . . . . . . . . . - 9 -
Section 3.02. Suits for Enforcement by Trustee . . . . . . . . . . - 9 -
Section 3.03. Enforcement of Claims by Trustee . . . . . . . . . . - 9 -
Section 3.04. Application of Monies Collected After Default . . . . - 10 -

Section 3.05. Rights and Remedies Cumulative . . . . . . . . . . . - 10 -
Section 3.06. Delay or Omission Not Waiver . . . . . . . . . . . . - 10 -
Section 3.07. Discontinuance of Enforcement Proceedings . . . . . . - 11 -
Section 3.08. Control by the Required Banks . . . . . . . . . . . . - 11 -
Section 3.09. Undertaking for Costs . . . . . . . . . . . . . . . . - 11 -
Section 3.10. Waiver of Demand, etc . . . . . . . . . . . . . . . . - 11 -

ARTICLE 4
THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 12 -

Section 4.01. Certain Duties and Liabilities . . . . . . . . . . . - 12 -
Section 4.02. Certain Rights of Trustee . . . . . . . . . . . . . . - 13 -
Section 4.03. Not Responsible for Recitals . . . . . . . . . . . . - 13 -
Section 4.04. Money Held in Trust . . . . . . . . . . . . . . . . . - 14 -
Section 4.05. Compensation, Reimbursement and Indemnification . . . - 14 -
Section 4.06. Corporate Trustee Required; Eligibility . . . . . . . - 14 -
Section 4.07. Disqualification, Removal or Resignation of the
Trustee; Successor Trustees . . . . . . . . . . - 15 -
Section 4.08. Co-trustees and Separate Trustees . . . . . . . . . . - 17 -

ARTICLE 5
SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . - 18 -

Section 5.01. General . . . . . . . . . . . . . . . . . . . . . . . - 18 -
Section 5.02. Survival of Certain Obligations . . . . . . . . . . . - 18 -

ARTICLE 6
SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . - 18 -

Section 6.01. Waivers and Supplemental Indentures with Consent of
Banks . . . . . . . . . . . . . . . . . . . . . - 18 -
Section 6.02. Execution of Supplemental Indentures . . . . . . . . - 18 -
Section 6.03. Effect of Supplemental Indentures . . . . . . . . . . - 19 -

ARTICLE 7
INSTRUCTIONS OF THE AGENT OR REQUIRED BANKS . . . . . . . . . . . . . . - 19 -

Section 7.01. Instructions of the Agent or Required Banks. . . . . - 19 -

ARTICLE 8
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . - 19 -

Section 8.01. Limitation of Liability of Wilmington Trust Company. - 19 -

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INDENTURE OF TRUST

THIS AMENDED AND RESTATED INDENTURE OF TRUST (this "Indenture") dated as
of July 9, 1996, among (i) READING & ▇▇▇▇▇ DRILLING CO., an Oklahoma
corporation as borrower (the "Borrower"); (ii) READING & ▇▇▇▇▇ EXPLORATION
CO., an Oklahoma corporation as subsidiary guarantor, ("Exploration") and HRB
RIG CORPORATION, an Oklahoma corporation as subsidiary guarantor ("HRB" and
together with Exploration collectively the "Subsidiary Guarantors"); and (iii)
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its
individual capacity but solely as indenture trustee (the "Trustee").

RECITALS OF THE BORROWER AND THE SUBSIDIARY GUARANTOR

A. By a Credit Agreement dated as of April 30, 1996 ( as amended,
restated or supplemented from time to time, the "Credit Agreement") among
Reading & ▇▇▇▇▇ Corporation, a Delaware corporation, as guarantor
("Holdings"), the Borrower, the banks party thereto (the "Banks"), Credit
Lyonnais New York Branch, as co-agent, and Christiania Bank og Kreditkasse,
New York branch, as agent (the "Agent"), the Banks made available to the
Borrower upon the terms and conditions therein described a reducing revolving
credit facility (the "Facility") in an aggregate amount at any time
outstanding of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000,000)
providing for the making of Loans (as defined in the Credit Agreement)
evidenced by a promissory note of the Borrower (the "Note") and the issuance
of, and participation in, Letters of Credit (as defined in the Credit
Agreement) as contemplated therein.

B. Pursuant to the Credit Agreement, Exploration for good and
valuable consideration authorized, executed and delivered a Subsidiary
Guaranty dated April 30, 1996 (the "Exploration Subsidiary Guaranty") in favor
of the Agent guaranteeing the performance by the Borrower of its obligations
under the Credit Agreement and the other Credit Documents (as defined in the
Credit Agreement).

C. Pursuant to the Credit Agreement and to secure the obligations of
the Borrower thereunder, (i) the Borrower executed and delivered a first
preferred mortgage on the U.S. documented semi-submersible drilling unit ▇▇▇▇
▇▇▇▇▇; and (ii) Exploration executed and delivered first preferred mortgages
(together with the first preferred mortgage on the ▇▇▇▇ ▇▇▇▇▇, the "Original
Mortgages") on each of (1) the U.S. documented ▇▇▇▇-up drilling unit, ▇.▇.
▇▇▇▇▇▇▇ and (2) the U.S. documented offshore drilling unit ▇.▇. ▇▇▇▇ (together
with the ▇▇▇▇ ▇▇▇▇▇, the "Original Vessels").

D. To secure their respective obligations under (i) the Credit
Agreement and the Note and (ii) the Exploration Subsidiary Guaranty, the
Borrower and Exploration have executed and delivered to the Trustee an
Indenture of Trust dated as of April 30, 1996 (the "Original Indenture").

E. By an Amendment dated as of July 9, 1996 to the Credit Agreement
(the "Amendment"), it was agreed among other things that the Banks would
increase the amount available to the Borrower under the Facility (as defined
in the Credit Agreement) to an aggregate amount at any time outstanding of ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($140,000,000), subject to semi-
annual reductions as set forth therein.

F. Pursuant to the Credit Agreement and to secure the obligations of
the Borrower thereunder, (i) the Borrower is required to execute and deliver
an amendment to first preferred mortgage on the U.S. documented semi-
submersible drilling unit ▇▇▇▇ ▇▇▇▇▇; (ii) Exploration is required to execute
and deliver amendments to the first preferred mortgages on each of (1) the
U.S. documented ▇▇▇▇-up drilling unit, ▇.▇. ▇▇▇▇▇▇▇ and (2) the U.S.
documented offshore drilling unit ▇.▇. ▇▇▇▇ and (iii) HRB is required to
execute and deliver a subsidiary guaranty (together with the Exploration
Subsidiary Guaranty, the "Subsidiary Guaranties" and a first preferred
mortgage (together with the Original Mortgages, the "Mortgages") on the U.S.
documented ▇▇▇▇-up unit ▇▇▇▇▇▇ ▇. ▇▇▇▇ (together with the Original Vessels,
the "Vessels"). As certain of the Banks are not citizens of the United States
of America within the meaning of Section 2 of the Shipping Act, 1916, as
amended, and are ineligible to be mortgagees of the Vessels, the Banks have
requested the Trustee to hold, pursuant to the terms of this Indenture, the
Mortgages.

G. All things have been done which are necessary to constitute this
Indenture a valid security agreement and contract for the security of the
respective obligations of the Borrower and each of the Subsidiary Guarantors
under (i) the Credit Agreement and the Note and (ii) the Subsidiary
Guaranties, respectively, in accordance with the terms of the Credit
Agreement, the Note, the Subsidiary Guaranties and this Indenture.

GRANTING CLAUSE
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that,

To secure the payment of the Loans, the Unpaid Drawings (as defined in
the Credit Agreement) and interest thereon and all other Obligations (as
defined below) and the performance of the covenants therein and herein
contained, and in consideration of the premises and of the Banks' making the
Facility available to the Borrower, and other good and valuable consideration,
the Borrower and the Subsidiary Guarantors by these presents do grant, sell,
convey, assign, transfer, pledge, set over and confirm unto the Trustee for
the benefit of the Banks, continuing security interests in all of their right,
title and interest in and all benefits in, under and to all of the following,
but as security only for the payment of the Obligations:

1. The U.S. documented vessel ▇▇▇▇ ▇▇▇▇▇, as granted by a first
preferred mortgage, as amended, on the ▇▇▇▇ ▇▇▇▇▇ by the Borrower;

2. The U.S. documented vessel ▇.▇. ▇▇▇▇▇▇▇, as granted by a first
preferred mortgage, as amended, on the ▇.▇. ▇▇▇▇▇▇▇ by
Exploration;

3. The U.S. documented vessel ▇.▇. ▇▇▇▇, as granted by a first
preferred mortgage, as amended, on the ▇.▇. ▇▇▇▇ by Exploration;

4. The U.S. documented vessel ▇▇▇▇▇▇ ▇. ▇▇▇▇, as granted by a first
preferred mortgage on the ▇▇▇▇▇▇ ▇. ▇▇▇▇ by HRB; and

5. Proceeds of the foregoing.

The Trustee shall hold the Mortgages as collateral security for the
Obligations, subject to the terms of this Indenture.

AND IT IS HEREBY COVENANTED AND DECLARED that the security interests
granted above are to be held and applied by the Trustee, subject to the
further covenants, conditions and trusts herein set forth, and the Borrower
and the Subsidiary Guarantors do hereby covenant and agree to and with the
Trustee, for the benefit of the Banks as follows:

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01. Definitions.

(a) For all purposes of this Indenture, except as otherwise expressly
provided herein or unless the context otherwise requires, in addition to the
words and expressions defined in the recitals hereto, the following terms
shall have the following meanings:

"Actual Knowledge" has the meaning specified in Section 4.01(h).

"Business Day" shall have the meaning ascribed thereto in the Credit
Agreement.

"Collateral" means the mortgages listed in the granting clause of this
Indenture and proceeds thereof.

"Dollars", "dollars" or "$" means lawful and freely transferable
currency of the United States.

"Default Rate" shall have the rate of interest calculated in accordance
with Section 1.07(b) of the Credit Agreement.

"Event of Default" has the meaning ascribed thereto in the Credit
Agreement.

"Instructions" has the meaning set forth in Section 7.01.

"MARAD" means the United States Department of Transportation, Maritime
Administration.

"Obligations" shall means the obligations of the Borrower and each of
the Subsidiary Guarantors with respect to (i) the full and prompt
payment when due of (x) the principal of interest on the Loans made
under the Credit Agreement, and all reimbursement obligations and Unpaid
Drawings with respect to the Letters of Credit issued under the Credit
Agreement and (y) all other obligations and indebtedness (including,
without limitation, indemnities, Fees (as defined in the Credit
Agreement) and interest thereon) of the Borrower to the Secured
Creditors (as defined herein), whether now existing or hereafter
incurred under, arising out of or in connection with the Credit
Agreement and the other Credit Documents and the due performance and
compliance by the Borrower with all of the terms, conditions and
agreements contained in the Credit Agreement and the other Credit
Documents; (ii) any and all sums advanced by the Trustee in order to
preserve the Collateral (as hereinafter defined) or preserve its
security interest in the Collateral; (iii) in the event of any
proceeding for the collection or enforcement of any indebtedness,
obligations, or liabilities of the Borrower or either of the Subsidiary
Guarantors referred to in clause (i) above, after an Event of Default
shall have occurred and be continuing, the reasonable expenses of the
Trustee of re-taking, holding, preparing for sale or lease, selling or
otherwise disposing of or realizing on the Collateral, or of any
exercise by the Trustee of its rights hereunder, together with
reasonable attorneys' fees of counsel to the Trustee and court costs;
and (iv) all amounts paid by any Indemnitee (as defined in the
Mortgages) as to which such Indemnitee has the right to reimbursement.
It is acknowledged and agreed that the Obligations shall include
extensions of credit of the types described above, whether outstanding
on the date of this Indenture or extended from time to time after the
date of this Indenture.

"Officer's Certificate" means (i) when used with respect to the Borrower
or either of the Subsidiary Guarantors, a certificate signed by the
president, the chief executive officer, any vice president, the
secretary, any assistant secretary, the treasurer or any assistant
treasurer of the Borrower or the Subsidiary Guarantors and (ii) when
used with respect to the Trustee, a certificate signed by a Responsible
Officer of the Trustee.

"Person" means any individual, corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.

"Required Banks" has the meaning ascribed thereto in the Credit
Agreement.

"Responsible Officer", when used with respect to the Trustee, means any
officer with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject. "Responsible
Officer", when used with respect to the Borrower or either of the
Subsidiary Guarantors, means the president, any vice president, the
secretary, any assistant secretary, the treasurer or any assistant
treasurer of the Borrower or the Subsidiary Guarantors or any other
officer or assistant officer of the Borrower or the Subsidiary
Guarantors customarily performing functions similar to those performed
by any of the above-designated officers.

"Secured Creditors" shall mean the Trustee, the Banks, the Letter of
Credit Issuer and the Agent under and as defined in the Credit
Agreement.

"Security Documents" shall have the meaning ascribed thereto in the
Credit Agreement.

"Supplemental Indenture" means any indenture supplemental to this
Indenture entered into pursuant to Article 6.

"United States" means the United States of America.

"Unpaid Drawings" has the meaning ascribed thereto in the Credit
Agreement.

(b) For purposes of this Indenture, unless otherwise expressly
provided or unless the context otherwise, requires, all references herein to
Articles, Sections or other subdivisions, unless otherwise specified, refer to
the corresponding Articles, Sections and other subdivisions of this Indenture,
and the terms "hereof, "herein", hereby" hereafter" and "herewith" refer to
this Indenture.

(d) All other terms used in this Indenture and not defined in this
Indenture which are defined by reference herein to the Credit Agreement or
other instruments, have the meanings assigned to them in the Credit Agreement
or such other instruments.

(e) All agreements referred to in this Article I and in the Recitals
of this Indenture mean such agreements as originally executed or, if duly
amended or supplemented, as so amended or supplemented.

Section 1.02. Notices.

(a) All notices or other communications required or permitted to be
made hereunder to the Borrower, the Subsidiary Guarantors, the Trustee, the
Agent or the Banks shall be sufficiently given if in writing and made or
delivered by hand or by certified or registered mail, postage prepaid, by
telex or telecopy, addressed to the particular parties as provided below, or
to such other addresses as such parties may hereafter specify by a written
notice to such other parties (and with respect to any notice or communication
to the Trustee, with a copy to the Agent):

Borrower/Subsidiary READING & ▇▇▇▇▇ CORPORATION
Guarantors: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Financial Officer

Trustee: WILMINGTON TRUST COMPANY
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Corporate Trust Division

With a copy to:

▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Notices to the Agent shall be addressed to:

CHRISTIANIA BANK OG KREDITKASSE,
New York Branch
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Loan Administration

Notices to the Banks shall be addressed as provided in Annex II to the Credit
Agreement.

Section 1.03. Waiver of Notice.

Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.

Section 1.04. Effect of Headings; Table of Contents.

The table of contents, the titles of the Articles and the headings of
the Sections and paragraphs are not a part of this Indenture and shall not be
deemed to affect the meaning or construction of any of its provisions.

Section 1.05. Severability Clause; Further Assurances.

In case any provision of this Indenture or any other Security Document
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Indenture or any other
Security Document shall not in any way be affected or impaired thereby. In
case this Indenture or any other Security Document, or any provision hereof or
thereof, shall be deemed invalid, illegal or unenforceable, in whole or in
part, by reason of any present or future law or any decision of any court
having jurisdiction, or if the documents at any time held by the Trustee shall
be deemed by the Trustee in the reasonable exercise of its duties to be
insufficient for any reason to implement the rights and powers granted to the
Trustee herein or any other Security Document, then, from time to time on
demand of the Trustee, the Borrower and the Subsidiary Guarantors will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, such other and further assurances and documents as in the
opinion of the Trustee may reasonably be required to create or confirm the
security interests purported to be created by the Granting Clause hereof or to
perfect the security interest of the Trustee therein, or otherwise to obtain
or maintain the full benefits of this Indenture and the Mortgages.

Section 1.06. Governing Law; Jurisdiction.

This Indenture shall be deemed to be a contract made under the
substantive laws of the State of New York and for all purposes shall be
construed in accordance with the internal laws of said State, without
reference to principles of conflicts of law. This Indenture may be enforced
in the federal or state courts in the State of New York or any other court
having jurisdiction. The Borrower and each of the Subsidiary Guarantors
hereby irrevocably submits itself to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and the
courts of the State of New York located in the City and County of New York for
such purpose. In addition thereto, the Borrower and each of the Subsidiary
Guarantors irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in any such court or any claim that any such
proceeding brought in any such court has been brought in an inconvenient
forum.

Section 1.07. Appointment of Process Agent.

The Borrower and each of the Subsidiary Guarantors hereby appoints
Prentice Hall Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as
its agent to accept service of process in any proceeding on its behalf in the
State of New York and acknowledges that the purpose of this provision is to
provide that service upon such firm at its offices in Albany, New York shall
have the same effect as if each of the Borrower and each of the Subsidiary
Guarantors had been personally served in the State of New York.

Section 1.08. Counterparts.

This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute
but one and the same instrument.

Section 1.09. Survival.

All representations, warranties, covenants and agreements herein
contained or made in writing in connection with any Security Documents shall
survive the execution of this Indenture and shall continue in full force and
effect until the Indebtedness secured hereby or thereby shall have been paid
in full, and the same shall bind and inure to the benefit of the respective
successors and assigns of the Borrower, the Subsidiary Guarantors and the
Trustee.

Section 1.10. No Transfer in Violation of Shipping Act.

Notwithstanding any other provision herein to the contrary, except to
the extent permitted by law, no sale, transfer or other disposition of any of
the Vessels, or any interest therein, may be made to any person not a citizen
of the United States within the meaning of Section 2 of the Shipping Act,
1916, as amended, without the approval of the Secretary of Transportation of
the United States or pursuant to an exemption therefrom.

Section 1.11. Monies of Trustee Received by the Borrower and the
Subsidiary Guarantors.

Any monies which may from time to time be received by the Borrower or
either of the Subsidiary Guarantors which should have been paid to the Trustee
hereunder shall be so received in trust for the Trustee, shall not be
commingled with other funds of the Borrower or either of the Subsidiary
Guarantors, as the case may be, and shall promptly be remitted to the Trustee.

Section 1.12. Binding Effect.

All the covenants, promises, stipulations and agreements of each of the
Borrower and each of the Subsidiary Guarantors in this Indenture shall bind
each of the Borrower and each of the Subsidiary Guarantors and their
respective successors and assigns, and shall inure to the benefit of the
Trustee and its successors and assigns, whether so expressed or not. This
Indenture is for the sole benefit of the Borrower, the Subsidiary Guarantors,
the Trustee and the Banks and their respective successors and assigns, and no
other party shall have any right hereunder.

ARTICLE 2
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Each of the Borrower and each of the Subsidiary Guarantors
represents and warrants to the Trustee as of the date hereof and covenants
with the Trustee that:

(a) Organization and Existence. Each of the Borrower and each of the
Subsidiary Guarantors was duly organized and is now validly existing as a
corporation under the laws of the State of Oklahoma with power and authority
to conduct its business as the same is presently being conducted. Each of the
Borrower and each of the Subsidiary Guarantors shall maintain such existence
so long as this Indenture remains in effect.

(b) Power and Authority. Each of the Borrower and each of the
Subsidiary Guarantors had and has legal power and authority to enter into and
carry out the terms of this Indenture.

(c) Due Authorization, Execution and Enforceability. This Indenture
has been duly authorized by all necessary corporate action on the part of each
of the Borrower and each of the Subsidiary Guarantors, has been duly executed
and delivered by each of the Borrower and each of the Subsidiary Guarantors
and constitutes, in accordance with its terms, the legal, valid and binding
agreements enforceable against each of the Borrower and each of the Subsidiary
Guarantors, except to the extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws of general application
relating to or affecting the enforcement of creditors' rights as from time to
time in effect and general equitable principles.

(d) No Violations. The consummation of the transactions contemplated
by, and compliance by each of the Borrower and each of the Subsidiary
Guarantors with all the terms and provisions of, this Indenture do not and
will not violate any provisions of the Certificate of Incorporation or Bylaws
of either of the Borrower or either of the Subsidiary Guarantors, and will not
result in a breach of the terms and provisions of, or constitute a default
under, any agreement or undertaking by the Borrower or the Subsidiary
Guarantors, or by which either of them or any of their respective properties
is bound, or any order of any court or administrative agency entered in any
proceedings to which the Borrower or either of the Subsidiary Guarantors is or
has been a party or violate any applicable statute, rule or regulation.

(e) Liens and Security Interests.

(1) The security interest granted by this Indenture constitutes,
a valid perfected assignment of and security interest in the properties
assigned hereby having a priority over any other security interests in such
property.

(2) Except pursuant to this Indenture (or as permitted by this
Indenture) or the Mortgages (or as permitted by the Mortgages), neither
Borrower nor either of the Subsidiary Guarantors has assigned, pledged or
otherwise granted a security interest in or lien on, and shall not assign,
pledge or otherwise grant a security interest in or lien on, the whole or any
part of, the Vessels or any rights assigned by this Indenture or the
Mortgages.

(f) Notices of Defaults. Upon the occurrence of any Event of Default,
the Borrower and the Subsidiary Guarantors shall promptly notify the Trustee,
the Agent and the Banks by telecopy, confirmed by letter, unless such Event of
Default shall have been cured.

Section 2.02. The Trustee represents and warrants that:

(a) Organization Existence. The Trustee was duly organized and is now
validly existing as a banking corporation under laws of the State of Delaware.

(b) Power and Authority. The Trustee had and has legal power and
authority to enter into and carry out the terms of this Indenture.

(c) Due Authorization, Execution and Enforceability. This Indenture
has been duly authorized by all necessary corporate action on the part of the
Trustee, has been duly executed and delivered by the Trustee and, assuming
this Indenture constitutes the legal, valid and binding obligation of the
other parties hereto, enforceable against such parties in accordance with its
terms, constitutes, in accordance with its terms, the legal, valid and binding
agreement of the Trustee enforceable against the Trustee, except to the extent
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws of general application relating to or affecting the enforcement of
creditors' rights as from time to time in effect and general equitable
principles.

(d) No Violations. The consummation of the transactions contemplated
by, and compliance by the Trustee with all of the terms and provisions of,
this Indenture do not and will not violate any provisions of the Articles of
Incorporation or By-Laws of the Trustee and will not result in a breach of the
terms and provisions of, or constitute a default under, any agreement or
undertaking of the Trustee or by which it or any of its property is bound, or
any order of any court or administrative agency entered in any proceedings to
which the Trustee is or has been a party or violate any applicable statute,
rule or regulation.

ARTICLE 3
REMEDIES UPON AN EVENT OF DEFAULT

Section 3.01. Remedies.

If an Event of Default shall have occurred and be continuing, the
Trustee shall be entitled to, and shall upon receipt of written Instructions
of the Agent, without further notice or demand, enforce and exercise all or
any of its rights and powers as a mortgagee under the respective Mortgages at
law, in equity or in admiralty.

Section 3.02. Suits for Enforcement by Trustee.

Subject to the provisions of Section 3.08, if an Event of Default shall
occur and be continuing and the Trustee has Actual Knowledge thereof, the
Trustee may in its discretion proceed to protect its rights and the rights of
the Banks by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect any such rights, or to protect any other proper
right, power or remedy then available to the Trustee under the Mortgages,
provided that the Trustee shall immediately thereafter notify the Agent and
the Banks by telecopier of any action taken or proposed to be taken hereunder
and shall thereafter act only in accordance with the written Instructions of
the Agent or the Required Banks or either thereof.

Section 3.03. Enforcement of Claims by Trustee.

All rights of action and claims under this Indenture may be prosecuted
and enforced by the Trustee in a proceeding brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents or counsel, be for the benefit of the
Banks.

Section 3.04. Application of Monies Collected After Default.

Any monies collected by the Trustee pursuant to any enforcement of any
of its rights hereunder or under any other Credit Document on account of the
occurrence of an Event of Default shall be applied as follows:

(i) to the payment or reimbursement of all amounts owing to the
Trustee of the type described in clauses (ii) and (iii) of the
definition of Obligations;

(ii) second, to the extent moneys remain after the application pursuant
to the preceding clause (i), an amount equal to the outstanding
Obligations shall be paid to the Agent for distribution to the
Secured Creditors, with each Secured Creditor receiving an amount
equal to such Obligations held by it or, if the proceeds are
insufficient to pay in full all such Obligations, its Pro Rata
Share (as defined below) of the amount remaining to be
distributed; and

(iii) third, to the extent moneys remain after the application pursuant
to the preceding clauses (i) and (ii), and following the
termination of this Indenture pursuant to Article 5, any surplus
then remaining shall be paid to the Borrower or either of the
Subsidiary Guarantors, subject, however, to the rights of the
holder of any then existing lien of which the Trustee has actual
notice (without investigation).

For purposes of this Indenture "Pro Rata Share" shall mean, when
calculating a Secured Creditors portion of any distribution or amount in
respect of any Obligations, the amount (expressed as a percentage) equal to a
fraction the numerator of which is the then unpaid amount of such Obligations
owning to or held by such Secured Creditor and the denominator of which is the
then outstanding amount of all such Obligations. For purposes of determining
the amount payable to each Secured Creditor, the Trustee shall be entitled to
request each Secured Creditor to furnish it with written notice of the amount
of Obligations then owed to it and shall be entitled to reply upon the amounts
stated therein in making such distribution.

Section 3.05. Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee, the
Agent or any of the Banks is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder, or
under the other Security Documents or now or hereafter existing at law, in
equity, in admiralty, by statute or otherwise. The assertion or employment of
any right or remedy hereunder or otherwise shall not prevent the concurrent or
subsequent assertion or employment of another right or remedy hereunder or
otherwise.

Section 3.06. Delay or Omission Not Waiver.

No delay or omission of the Trustee, the Agent or of any of the Banks to
exercise any right or remedy accruing upon any Event of Default nor any course
of dealings among the Trustee, the Agent, the Banks and the Borrower or either
of Subsidiary Guarantors shall impair any such right or remedy or constitute a
waiver of any Event of Default or an acquiescence therein nor shall any single
exercise or partial exercise of any such right or remedy preclude any other
exercise thereof or any exercise of any other or further right or remedy; nor
shall the acceptance by the Trustee, the Agent or any of the Banks of any
security or any payment of any part of the Facility maturing after any Event
of Default or of any payment on account of any past default be construed to be
a waiver of any right to take advantage of any future Event of Default or of
any past Event of Default not completely cured thereby. To the extent
permitted by law, every right or remedy given by this Indenture or any other
Security Document or by law to the Trustee, the Agent or any of the Banks may
be exercised from time to time, and as often and in such order as may be
deemed expedient, by the Trustee, the Agent or the Banks, as the case may be.

Section 3.07. Discontinuance of Enforcement Proceedings.

In case the Trustee shall have proceeded to enforce any right, power or
remedy under this Indenture or under any Mortgage and such proceeding shall
have been discontinued or abandoned for any reason or shall have been
adversely determined to the Trustee, then, and in every such case, the
Borrower, the Subsidiary Guarantors and the Trustee shall be restored to their
former positions and rights hereunder with respect to the property subject or
intended to be subject to this Indenture or either Mortgage, as the case may
be, and all rights, remedies and powers of the Trustee shall continue as if no
such proceedings had been taken.

Section 3.08. Control by the Required Banks.

Subject to (i) the provisions of Section 3.09 and (ii) the requirements
of Sections 9 and 37 of the Shipping Act, 1916, as amended, the Agent or the
Required Banks shall have the right by written Instructions to the Trustee, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under this Indenture or any Mortgage or exercising
any trust or power conferred on the Trustee herein or therein, and upon
receipt of such written Instructions, the Trustee, subject to the provisions
of Article 4, shall take the actions specified in such written Instructions,
provided that such written instructions shall not be in conflict with any rule
of law or with this or expose the Indenture Trustee to personal liability.

Section 3.09. Undertaking for Costs.

The parties to this Indenture agree, and the Banks by making the
Facility available shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, or to any suit instituted by the Banks, unless otherwise required by
law.

Section 3.10. Waiver of Demand, etc.

The Borrower and each of the Subsidiary Guarantors hereby expressly
waives demand and presentment for payment, notice of nonpayment, protest,
notice of protest, notice of dishonor, bringing of suit, and diligence in
taking any action to collect amounts called for under this Indenture, the
other Security Documents, the Subsidiary Guaranties or the Credit Agreement at
any time in connection herewith and therewith.

ARTICLE 4
THE TRUSTEE

Section 4.01. Certain Duties and Liabilities.

(a) The Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.

(b) Without limiting the provisions of paragraph (a) of this Section
4.01 or the provisions of Section 3.08, in any case where the terms of this
Indenture or any Mortgage vest in the Trustee non-mandatory, discretionary
authority to take any action or give any consent or approval upon the request
of the Borrower, either of the Subsidiary Guarantors, the Agent or any of the
Banks or otherwise, the Trustee shall be required, first to give notice of
such proposed action, approval or consent to the Agent, and upon receipt of
written Instructions of the Agent, the Trustee shall act with respect to such
action, approval or consent only in accordance with such written Instructions.

(c) In case an Event of Default shall have occurred and be continuing,
the Trustee shall (except as otherwise provided in Section 3.08) exercise such
of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

(d) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own gross negligence or its own willful
misconduct or that of its employees, agents, officers and attorneys.

(e) Save for the provisions of paragraph (d) hereof, the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
accordance with Instructions of the Agent or the Required Banks relating to
the exercise of any trust, right, remedy or power conferred upon the Trustee
under this Indenture or any Mortgage, or exercisable by it hereunder or
thereunder.

(f) None of the provisions of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or by special agreement of the Agent or the Required
Banks.

(g) Whether or not herein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

(h) The Trustee shall not be deemed to have knowledge ("Actual
Knowledge") of the existence of an Event of Default unless the Trustee shall
have received telecopied or other written notice of such Event of Default from
the Agent or Required Banks, or a Responsible Officer in the Corporate Trust
Office of the Trustee shall have actual knowledge of such Event of Default.

(i) The Trustee shall promptly, upon receiving Actual Knowledge of an
Event of Default, inform the Agent and the Banks by telex or telecopy of such
Event of Default.

(j) None of the provisions of this Indenture shall require the Trustee
to review or hold policies of insurance or to make any claims or take any
other action with respect to such insurance unless specifically instructed to
do so by the Agent.

(k) The Trustee agrees that it will in its individual capacity and at
its own cost and expense promptly take such action as may be necessary duly to
discharge and satisfy in full all liens on the Mortgages and other collateral
security held by the Trustee attributable to it in its individual capacity.

Section 4.02. Certain Rights of Trustee.

Except as otherwise provided in Section 4.01:

(a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any written statement, instrument, notice,
request, instruction, direction or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or
parties;

(b) The Trustee may consult with counsel and the written advice of
such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in reliance
thereon and in compliance therewith, absent bad faith, negligence or willful
misconduct on the part of the Trustee;

(c) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
the Agent or the Required Banks pursuant to this Indenture, unless the Agent
or the Required Banks shall have offered to the Trustee reasonable security or
indemnity against the costs and expenses which might be incurred by it in
compliance with such request or direction;

(d) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any statement, instrument, notice, request,
direction or other paper or document referred to in paragraph (a) of this
Section;

(e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for the negligence of any
attorney or agent appointed by the Indenture Trustee with due care; and

(f) Should the Trustee receive written Instructions from the Agent or
the Required Banks which the Trustee, in its sole opinion, believes to be
conflicting Instructions, the Trustee shall have no duty to act thereon, but
if indemnified to its satisfaction for any costs, expenses or liabilities it
may incur, it shall seek instructions concerning its responsibilities under
this Indenture with respect to such conflicting Instructions from any court of
competent jurisdiction.

Section 4.03. Not Responsible for Recitals.

The recitals contained herein shall be taken as the statements of each
of the Borrower and the Subsidiary Guarantors, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or any Mortgage.

Section 4.04. Money Held in Trust.

Any money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except
as otherwise agreed with the Borrower and the Subsidiary Guarantors. Any
payments made by the Trustee under this Indenture shall be made only from
monies held by it in trust hereunder.

Section 4.05. Compensation, Reimbursement and Indemnification.

The Borrower and the Subsidiary Guarantors jointly and severally agree,
subject to the provisions of Article 5:

(a) To pay to the Trustee from time to time reasonable compensation
for all services rendered by it hereunder (which compensation shall not be
limited to any provision of law in regard to the compensation of a trustee of
an express trust);

(b) To reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including, without
limitation, reasonable compensation and expenses and disbursements of its
agents and counsel and expenses incurred in enforcing its rights or remedies
under any Security Document), except any such expense, disbursement or advance
as may be attributable to its gross negligence or willful misconduct;

(c) To indemnify the Trustee, its directors, officers, employees and
agents for, and to hold it and them harmless against, any and all claims,
losses, liabilities or expenses of any kind (including attorneys' fees)
incurred without gross negligence or willful misconduct on its or their part
and arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself or themselves
against any claim of liability in the premises; and

(d) That to secure the obligations of the Borrower and the Subsidiary
Guarantors under this Section 4.05, the Trustee shall have a lien prior to the
rights of the Banks on all money or property held or collected by the Trustee
pursuant to this Indenture.

Section 4.06. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a bank or
trust company which (i) is organized as a corporation or banking association,
and is doing business under the laws of the United States or any State
thereof, (ii) is authorized under such laws to exercise corporate trust
powers, (iii) is a citizen of the United States within the meaning of Section
2 of the Shipping Act, 1916, as amended, (iv) is subject to supervision or
examination by federal or state authority, (v) has a combined capital and
surplus (as set forth in its most recent published report of condition) of at
least $50,000,000 and (vi) is a trustee approved by the Secretary of
Transportation pursuant to Section 9 and, if applicable, Section 37 of the
Shipping Act, 1916, as amended, and Chapter 313 of Title 46 of the United
States Code. The Trustee hereby represents and warrants that on the date
hereof it complies with the requirements of the foregoing sentence. If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 4.07. Disqualification, Removal or Resignation of the Trustee;
Successor Trustees.

(a) If the Trustee ceases at any time to be a Trustee approved by
MARAD, it promptly will so notify the Agent and resign hereunder and cooperate
in all reasonable respects in the appointment of its successor, but shall have
no other liability hereunder for loss of its status as an approved trustee.
The Agent shall immediately appoint a qualified successor trustee or shall
take the actions provided for below in the event a qualified successor trustee
cannot be found by it. In addition, the Agent may in its discretion remove
the Trustee at any time, without cause, by causing a written notice of such
removal to be delivered to the Trustee, the Borrower, the Subsidiary
Guarantors and the Banks which notice shall state the effective date and the
name of the qualified successor trustee selected by the Agent. No removal
shall be effective unless a qualified successor trustee is available and
willing to act for the Banks or unless the actions provided for below in the
event a qualified successor trustee is not available to the Agent have been
initiated. In the event of discharge or removal, the Trustee shall execute all
documents and take such other actions as necessary or desirable to the Agent
or the Required Banks to transfer the Trustee's function of trustee to the
successor trustee. The compensation of the Trustee shall cease as of the
effective date of discharge or removal, except those rights of indemnification
which shall survive its removal. Upon discharge or removal, the Trustee shall,
within thirty days, furnish the Agent, the Banks, the successor trustee and
the Borrower and the Subsidiary Guarantors a complete accounting of the trust
estate, its compensation, costs and expenses as of the date of discharge or
removal. Such amount shall be promptly paid by the Borrower and the Subsidiary
Guarantors.

(b) (i) The Trustee or any successor thereto may resign at any time
without cause by giving at least ninety days prior written notice to the
Agent, the Banks and to the Borrower and the Subsidiary Guarantors, such
resignation to be effective on the date specified in such notice. The Agent
shall, prior to the date specified in such notice, appoint a successor trustee
meeting the requirements of Section 4.06. If the Agent shall not have
appointed such a qualified successor trustee within sixty days after such
notice, the Trustee may apply to any court of competent jurisdiction to
appoint a qualified successor trustee to act until such time, if any, as a
successor shall have been appointed by the Agent as herein provided. Any
qualified successor trustee so appointed by such court shall immediately and
without further act be superseded by any qualified successor trustee appointed
by the Agent. Any banking institution or trust company becoming a successor
trustee hereunder shall be deemed the Trustee for all purposes hereof, and
each reference herein to the Trustee shall thereafter be deemed a reference to
such banking institution or trust company.

(ii) Any successor trustee, whether appointed by a court or by
the Agent as provided in subparagraph (b) (i), shall execute and deliver to
the predecessor trustee an instrument accepting such appointment, and
thereupon such successor trustee, without further act, shall become vested
with all the estates, properties, rights, powers, duties and trusts of the
predecessor trustee in the trust hereunder with like effect as if originally
named as the Trustee herein; and such predecessor trustee shall execute and
deliver an instrument transferring to such successor trustee, upon the trusts
herein expressed, all the estates, properties, rights, powers, duties and
trusts of such predecessor trustee, and such predecessor trustee shall duly
assign, transfer, deliver and pay over to such successor trustee any property
or monies or other things of value then held by such predecessor trustee upon
the trusts herein expressed.

(iii) Any successor trustee, however appointed, shall be a trustee
approved by MARAD in accordance with the provisions of Chapter 313 of Title 46
of the United States Code.

(iv) Any bank into which the Trustee may be merged or converted
or with which it may be consolidated, or any bank resulting from any merger,
conversion on consolidation to which the Trustee shall be a party, or any bank
to which substantially all the business of the Indenture Trustee may be
transferred, shall, subject to the terms of this Section 4.07(b), be the
Trustee under this Indenture without any further act, provided the successor
bank remains qualified.

(v) Within sixty days of the effective date of its resignation,
the Trustee shall provide the Agent a statement and accounting as though it
had been removed in accordance with Section 4.07(a) hereof.

(c) A successor trustee shall be appointed by an instrument in writing
which shall state the effective date on which said successor trustee shall
become the Trustee hereunder and the holder of this instrument and the trust
estate, which document shall contain the executed acknowledgement of
acceptance by the successor trustee of the trust, the trust estate and the
duties of the Trustee as herein provided.

The Trustee or any predecessor trustee shall duly assign, transfer,
deliver and pay over to any successor trustee any property and monies or
things of value subject to the trust hereunder and held by the Trustee or any
predecessor trustee, as the case may be. Should any act or further instrument
from the Trustee, any predecessor trustee, or the Banks be required by any
successor trustee for more fully and certainly vesting in and confirming to
such successor trustee such estates, properties, rights, remedies and trusts,
then on request by such successor trustee any and all such acts and
instruments shall be done, made, executed, acknowledged and delivered by the
Indenture Trustee, any predecessor trustee, or the Banks, as the case may be.

(d) Should for any reason the Agent be unable to locate a qualified
successor trustee, then prior to ceasing to act as trustee or becoming
disqualified to do so the Trustee shall cooperate with the Agent and the Banks
in the following:

(i) First, petition MARAD for approval of a presently
unqualified bank or trust company satisfactory to the Agent or the Required
Banks and willing to act as trustee;

(ii) If MARAD approval cannot be obtained for such available
unqualified trustee then the Agent or the Required Banks and the Trustee shall
petition the United States District Court for the Southern District of New
York for instructions to the Trustee in order that the trust estate may be
preserved and to prevent the Agent, the Banks or the Trustee from falling in
violation of law. To the extent that such may be required or necessary, the
parties hereto agree that said Court has jurisdiction for this purpose;
however, if, in the interest of justice, the said Court determines to transfer
the matter to any other United States court, the parties hereby agree to the
jurisdiction of such transferee court. Any such petition shall be served upon
the parties hereto and MARAD, with a copy mailed to the chief counsel of MARAD
and the Borrower and the Subsidiary Guarantors. The Trustee and any successor
trustee hereby agree to abide by the instructions of the court issuing same
and to all acts, execute such documents and instructions as may be required in
connection therewith and all other instruments and documents necessary to
preserve the trust estate for the benefit of the Banks, as beneficiaries,
under the terms hereof as well as preserving the adequacy and enforceability
of any interest held in the trust estate.

Section 4.08. Co-trustees and Separate Trustees.

At any time or times, for the purpose of meeting the legal requirements
of any jurisdiction in which any security may at the time be located, the
Borrower, the Subsidiary Guarantors and the Trustee shall have power to
appoint, and upon the written request of the Trustee, the Agent or of the
Required Banks, the Borrower and the Subsidiary Guarantors shall for such
purpose join with the Trustee in execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more persons
approved by the Trustee either to act as co-trustee, jointly with the Trustee,
and, if deemed necessary by the appointing party, as secured party with
respect to all or any part of the security, or to act as separate trustee and,
if deemed necessary as aforesaid, as secured party with respect to any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such person or persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Borrower and the
Subsidiary Guarantors do not join in such appointment within fifteen days
after the receipt by them of a request so to do, or in case an Event of
Default has occurred and is continuing, the Trustee acting alone shall have
power to make such appointment.

Any person appointed as co-trustee or separate trustee hereunder shall
satisfy the qualifications prescribed in clauses (i), (iii), (iv) and (vi) of
Section 4.06.

Should any written instrument from the Borrower and the Subsidiary
Guarantors be required by any co-trustee or separate trustee so appointed for
more fully confirming to such co-trustee or separate trustee such property,
title, right or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Borrower and the Subsidiary
Guarantors.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

(a) All rights, powers, duties and obligations hereunder in respect of
the custody of the Security Documents held by the Trustee hereunder, shall be
exercised solely by the Trustee.

(b) The rights, powers, duties and obligations hereby conferred or
imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by
the Trustee or by the Trustee and such co-trustee or separate trustee jointly,
as shall be provided in the instrument appointing such co-trustee or separate
Trustee, except to the extent that under any law or any jurisdiction in which
any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties
and obligations shall be exercised and performed by such co-trustee or
separate trustee.

(c) The Trustee at any time, by an instrument in writing executed by
it, with the concurrence of the Borrower and the Subsidiary Guarantors
evidenced by separate resolutions of the board of directors of each of the
Borrower and the Subsidiary Guarantors, may accept the resignation of or
remove any co-trustee or separate trustee appointed under this Section, and,
in case an Event of Default shall have occurred and be continuing, the Trustee
may act alone in the execution, delivery and performance of all instruments
and agreements necessary or proper to effectuate such resignation or removal.
A successor to any co-trustee or separate trustee so resigned or removed may
be appointed in the manner provided in this Section.

(d) No co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of the Trustee or any other such
trustee hereunder.

(e) Any notice of instruction delivered to the Trustee by the Agent or
the Required Banks shall be deemed to have been delivered to each such
co-trustee and separate trustee.

ARTICLE 5
SATISFACTION AND DISCHARGE

Section 5.01. General.

If the Borrower and the Subsidiary Guarantors shall pay or cause to be
paid all of the Obligations, then this Indenture and the liens, estate and
rights and interest hereby and thereby created shall cease, determine and
become null and void, and the Trustee, upon written request of the Borrower
and the Subsidiary Guarantors, accompanied by an opinion of counsel acceptable
to the Trustee, and at the cost and expense of the Borrower and the Subsidiary
Guarantors, shall forthwith cause satisfaction and discharge of this Indenture
and shall execute and deliver to the Borrower and the Subsidiary Guarantors
such instruments as may be necessary, duly acknowledging the satisfaction and
discharge of this Indenture and forthwith the estate, right, title and
interest of the Trustee in and to any property held by it under this Indenture
or under any Mortgage shall thereupon cease, determine and become null and
void, and the Trustee shall transfer the same to the Borrower and the
Subsidiary Guarantors.

Section 5.02. Survival of Certain Obligations.

Notwithstanding the satisfaction and discharge of this Indenture, (a)
the liabilities and obligations of the Borrower and the Subsidiary Guarantors
to the Trustee under Section 4.05 shall survive, and (b) if the Borrower's or
either of the Subsidiary Guarantor's trustee in bankruptcy or any Person under
any applicable bankruptcy law shall recover all or part of the Obligations
payable hereunder from the Trustee or from any of the Banks, this Indenture
and all other Security Documents shall be deemed not to have been satisfied
and discharged but shall continue to be in full force and effect to the extent
of the amount so recovered.

ARTICLE 6
SUPPLEMENTAL INDENTURES

Section 6.01. Waivers and Supplemental Indentures with Consent of Banks.

This Indenture may not be waived, modified, amended or supplemented
without the prior written consent of the Agent or the Required Banks.

Section 6.02. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by any
indenture supplemental hereto or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Sections 4.01 and 6.01) shall be fully protected in relying upon,
an opinion of counsel of the Borrower and the Subsidiary Guarantors stating
that the execution of such Supplemental Indenture is authorized or permitted
by this Indenture. The Trustee may, but shall not be obligated to, enter into
any such Supplemental Indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

Section 6.03. Effect of Supplemental Indentures.

Upon the execution of any indenture supplemental hereto, this Indenture
shall be modified in accordance therewith, and such Supplemental Indenture
shall form a part of this Indenture for all purposes.

ARTICLE 7
INSTRUCTIONS OF THE AGENT OR REQUIRED BANKS

Section 7.01. Instructions of the Agent or Required Banks.

(a) Any request, demand, authorization, direction, notice, consent,
waiver of or other action required or permitted by this Indenture to be given
by the Agent or the Required Banks (sometimes referred to herein as
"Instructions") shall be given in accordance with Section 1.02. The Trustee,
the Borrower and the Subsidiary Guarantors shall be entitled to assume that
any Instructions so given have been duly authorized. No instructions shall be
given which are in violation of this Indenture (or the Credit Agreement, the
Subsidiary Guaranties or any of the Security Documents, as defined in the
Credit Agreement) or in violation of any applicable laws.

(b) Unless and until the Trustee shall have received conflicting
Instructions from the Agent or the Required Banks, any request, demand,
authorization, direction, notice, consent, waiver or other action by the Agent
or the Required Banks shall bind the other Banks in respect of anything done
or suffered to be done by the Indenture Trustee, the Borrower or the
Subsidiary Guarantors in reliance thereon.

ARTICLE 8
LIMITATION OF LIABILITY

Section 8.01. Limitation of Liability of Wilmington Trust Company.

It is expressly understood and agreed by the parties hereto that this
Indenture is executed and delivered by Wilmington Trust Company not
individually but solely as Indenture Trustee and, except as provided in
Section 4.01, nothing contained herein shall be construed as creating any
liability on Wilmington Trust Company individually, including any covenant
either express or implied herein, all such liability, if any, being expressly
waived by all parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed on the day and year first above written.

READING & ▇▇▇▇▇ DRILLING CO.

By: ______________________________
Title:

READING & ▇▇▇▇▇ EXPLORATION CO.

By: ________________________________
Title:

HRB RIG CORPORATION

By: _________________________________
Title:

WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Trustee

By: ______________________________
Title:

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) S.S.
COUNTY OF NEW YORK )

On this 9th day of July, 1996 before me personally appeared _________________
to me known who being by me duly sworn did depose and say that he resides at
___________________________, that he is __________________ for READING & ▇▇▇▇▇
DRILLING CO., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of READING & ▇▇▇▇▇ DRILLING CO.

__________________________
Notary Public

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) S.S.
COUNTY OF NEW YORK )

On this 9th day of July, 1996 before me personally appeared _________________
to me known who being by me duly sworn did depose and say that he resides at
___________________________, that he is __________________ for READING & ▇▇▇▇▇
EXPLORATION CO., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of READING & ▇▇▇▇▇ EXPLORATION CO.

__________________________
Notary Public

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) S.S.
COUNTY OF NEW YORK )

On this 9th day of July, 1996 before me personally appeared _________________
to me known who being by me duly sworn did depose and say that he resides at
___________________________, that he is __________________ for HRB RIG
CORPORATION, the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of HRB RIG CORPORATION.

__________________________
Notary Public

ACKNOWLEDGEMENT

STATE OF DELAWARE )
) S.S.
COUNTY OF NEW CASTLE )

On this 9th day of July, 1996 before me personally appeared _________________
to me known who being by me duly sworn did depose and say that he resides at
___________________________, that he is __________________ for WILMINGTON
TRUST COMPANY, the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of WILMINGTON TRUST COMPANY.

__________________________
Notary Public

Exhibit 10.111 AMENDED AND RESTATED INDENTURE OF TRUST Dated as of July 9, 1996 READING & BATES DRILLING CO., as Borrower

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