<PAGE>   1

                                                                   EXHIBIT 10.5

                           GULFMARK NORTH SEA LIMITED
                     GULF OFFSHORE MARINE INTERNATIONAL INC
                             as principal borrowers

                           GULF OFFSHORE N.S. LIMITED
                          GULF OFFSHORE FAR EAST, INC.
                             as permitted borrowers

                          GULFMARK INTERNATIONAL INC.
                                   as sponsor

                         THE CHASE MANHATTAN BANK, N.A.
                                    as agent
                              and security trustee

                         THE CHASE MANHATTAN BANK, N.A.
                             as Hedge Counterparty

                                      and

                                     OTHERS

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

                                   AGREEMENT
                            amending and restating a
                        Loan Facility dated 8 July 1993
                  as amended by an agreement dated 20 May 1994

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

                                CLIFFORD CHANCE
<PAGE>   2
THIS AGREEMENT is made the 20th October 1995

BETWEEN:

(1)      GULFMARK NORTH SEA LIMITED ("GNS") and GULF OFFSHORE MARINE
         INTERNATIONAL INC. ("GOMI") (together the "PRINCIPAL BORROWERS");

(2)      GULF OFFSHORE N.S. LIMITED (GONS") and GULF OFFSHORE FAR EAST INC.
         ("GOFE") (together the "Permitted BORROWERS");

(3)      GULFMARK INTERNATIONAL INC. (the "SPONSOR");

(4)      THE CHASE MANHATTAN BANK, N.A. as agent (the "AGENT") and security
         trustee ("SECURITY TRUSTEE");

(5)      THE FINANCIAL INSTITUTIONS named in the First Schedule of the Facility
         Agreement exhibited hereto as the Annex (the "Banks"); and

(6)      THE CHASE MANHATTAN BANK, N.A. as counterparty under the Master
         Agreement referred to herein (the "HEDGE COUNTERPARTY").

WHEREAS

(A)      Pursuant to a facility agreement dated 8 July 1993 as amended by an
         agreement dated 20 May 1994 (the "FACILITY AGREEMENT") entered into
         between the Banks, the Agent, the Security Trustee, the Sponsor, the
         Hedge Counterparty, the Principal Borrowers and the Permitted
         Borrowers, the Banks granted to the Borrowers, upon the terms and
         subject to the conditions therein set forth, a revolving loan facility
         in an aggregate amount of US$5,800,000 and a sterling revolving loan
         facility in an aggregate amount of pound sterling 9,400,000.

(B)      The parties have agreed to amend the Facility Agreement to, inter alia,
         (i) increase the sterling revolving loan facility to an aggregate
         amount of pound sterling 12,500,000; and (ii) join Bank of Scotland as
         a Bank in such facility as so increased.

(C)      The amendments referred in (B) above are to be documented by way of
         amendment and restatement of the Facility Agreement as hereinafter
         described.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      In this Agreement (and in the Recitals) terms defined in the Facility
         Agreement bear the same meaning herein.

1.2      "BANK OF SCOTLAND" shall means The Governor and Company of the Bank of
         Scotland and "EFFECTIVE DATE" shall have the meaning given to it at
         Clause 5.


                                     -1-
<PAGE>   3
2.       AMENDMENT AND RESTATEMENT

         The Facility Agreement shall, on and from the Effective Date (or such
         other date as the Banks and the Borrowers may agree) be amended and
         restated so as to conform with the copy attached hereto as The Annex.

3.       REPRESENTATIONS

         The Borrowers represent and warrant in the terms of Clause 18 of the
         Facility Agreement as if such representations were made on the date
         hereof and as if the expression "this Agreement" referred to this
         Amendment Agreement (but no representation or warranty shall be given
         in respect of any charter with British Gas which has at the date
         hereof either expired or been terminated).

4.       COUNTERPARTS

         This Agreement may be executed in any number of counterparts which,
         when taken together, shall constitute but one and the same instrument
         and shall be governed by and construed in accordance with English law.

5.       EFFECTIVE DATE

         The Effective Date, for the purposes of this Amendment Agreement,
         shall be the date on which the Agent receives the last of the
         following documents: (i) each of the documents set out in Part 2 of
         the Second Schedule to the Facility Agreement, (ii) a copy, certified
         by a duly authorised officer of each Obligor, of a Board Resolution of
         such Obligor approving and ratifying the execution, delivery and
         performance of this Amendment Agreement and any Security Document
         contemplated by Part 2 of the Second Schedule to the Facility
         Agreement (iii) a certificate from a duly authorised officer of each
         Obligor confirming that no changes have been made to the Memorandum or
         Articles of Association (or other constitutive documents) of such
         Obligor since the last certified copies thereof were delivered to the
         Agent and (iv) a certificate from a duly authorised officer of each
         Obligor setting out the names and signatures of the person authorised
         to sign this Amendment Agreement and any Security Document
         contemplated by Part 2 of the Second Schedule to the Facility
         Agreement on behalf of such Obligor.

6.       FEES

         The Borrowers shall pay to the Agent for its own account on the date
         hereof an arrangement fee equal to two fifths of one per cent of each
         of the Facility Amount of each of the Dollar Facility and the Sterling
         Facility.

7.       ACCESSION OF THE BANK OF SCOTLAND

7.1      Without prejudice to Clause 2, on the first interest payment date (as
         set out in clause 10.1 of the Facility Agreement) to occur after the
         Effective Date (the "Accession Date"), Bank of Scotland shall become
         party to the Facility Agreement as a Bank with the Sterling


                                     -2-
<PAGE>   4
         Commitment and Dollar Commitment shown against its name in the First
         Schedule to the Facility Agreement exhibited hereto.

7.2      The Chase Manhattan Bank, N.A. in its capacity as Bank hereby assigns
         to Bank of Scotland on the Accession Date fifty per cent of its share
         in all Advances outstanding on the Accession Date.

7.3      Paragraphs 4, 6 and 7 of the Fifth Schedule to the Facility Agreement
         shall be deemed incorporated orated herein mutatis mutandis.

7.4      For the avoidance of any doubt, the Sponsor confirms that it consents
         to be provisions of Clauses 7.1 and 7.2 and the Borrowers hereby
         acknowledge notification of the assignment referred to in Clause 7.2.

8.       MISCELLANEOUS

8.1      Clauses 31, 33, 34, 38, 39, 41 and 42 of the Facility Agreement shall
         apply mutatis mutandis to this Agreement (and as if references therein
         to the Facility Agreement were references to this Agreement).

8.2      The Facility Agreement shall continue in full force and effect as so
         amended and restated and all references therein, herein and in the
         other Finance Documents to the "FACILITY AGREEMENT" or to the
         "AGREEMENT" or similar terms shall be deemed to be references to the
         Facility Agreement as so amended and restated.

AS WITNESS the hands of the representatives of the parties hereto the day and
year first before written.


                                     -3-
<PAGE>   5

THE BORROWERS


GULFMARK NORTH SEA LIMITED
as principal borrower

by:              /s/ DAVID W. DARE
                     Director

Address:         10 Charlotte Road
                 London SW13 9QJ

Attention:       David Dare

GULF OFFSHORE MARINE INTERNATIONAL INC.
as principal borrower

by:              /s/ DAVID W. DARE
                     Attorney in Fact

Address:         201 Energy Center Parkway
                 Suite 220
                 Lafayette
                 Louisiana 70508
                 USA

Attention:       Bruce Streeter

GULF OFFSHORE N.S. LIMITED
as permitted borrower

by:              /s/ DAVID W. DARE
                     Director

Address:         10 Charlotte Road
                 London SW13 9QT

Attention:       David Dare

                                     -4-
<PAGE>   6

GULF OFFSHORE FAR EAST INC.
as permitted borrower

by:              /s/ DAVID W. DARE
                     Attorney in Fact

Address:         201 Energy Center Parkway
                 Suite 220
                 Lafayette
                 Louisiana 70508
                 USA

Attention:       Bruce Streeter


THE SPONSOR

GULFMARK INTERNATIONAL INC.

by:              /s/ DAVID W. DARE
                     Attorney in Fact

Address:         5 Post Oak Park
                 Suite 1170
                 Houston
                 Texas 77027
                 USA

Attention:       Frank Pierce


THE AGENT

THE CHASE MANHATTAN BANK, N.A.
as agent and security trustee

By:              /s/ G.R. SCOPES

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group

Facsimile:       962 5030

Telex:           8954681 CMB G


                                     -5-
<PAGE>   7

THE HEDGE COUNTERPARTY

THE CHASE MANHATTAN BANK, N.A.

By:              /s/ G.R. SCOPES

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group


THE BANKS

THE CHASE MANHATTAN BANK, N.A.

By:              /s/ G.R. SCOPES

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group

Facsimile:       962 5030

Telex:           8954681 CMB G


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:              /s/ J.S. GARDNER

Address:         International Division
                 Orchard Brae House
                 30 Queensferry Road
                 Edinburgh EH4 2UG

Attention:       Shipping Finance

Facsimile:       (131) 343 7080


                                     -6-
<PAGE>   8
                                   THE ANNEX


                               FACILITY AGREEMENT


                                    between


                           GULFMARK NORTH SEA LIMITED
                    GULF OFFSHORE MARINE INTERNATIONAL INC.
                             as principal borrowers


                           GULF OFFSHORE N.S. LIMITED
                          GULF OFFSHORE FAR EAST, INC.
                             as permitted borrowers


                          GULFMARK INTERNATIONAL INC.
                                   as sponsor


                         THE CHASE MANHATTAN BANK, N.A.
                                    as agent
                              and security trustee


                         THE CHASE MANHATTAN BANK, N.A.
                             as Hedge Counterparty


                                      and


                                     OTHERS


                                     -7-
<PAGE>   9
                                    CONTENTS

<TABLE>
<CAPTION>
<S>         <C>                                                                                                  <C>
Clause                                                                                                           Page No.

                                                          PART 1
                                                      INTERPRETATION
    1.      Interpretation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

                                                          PART 2
                                                       THE FACILITY
    2.      The Facility  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
    3.      Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
    4.      Nature of Bank's Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
    5.      Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12
    6.      Additional Borrowers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13

                                                          PART 3
                                              AVAILABILITY OF THE FACILITIES
    7.      Availability of the Facilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
    8.      Determination of Eligible Amounts and Available Amounts . . . . . . . . . . . . . . . . . . . . . .     16

                                                          PART 4
                                                         INTEREST
    9.      Interest Periods  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18
    10.     Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18
    11.     Alternative Interest Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18

                                                          PART 5
                                          REPAYMENT, CANCELLATION AND PREPAYMENT
    12.     Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     20
    13.     Reduction, Cancellation and Prepayment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     20

                                                          PART 6
                                                 CHANGE IN CIRCUMSTANCES
    14.     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
    15.     Tax Receipts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
    16.     Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     23
    17.     Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24

                                                          PART 7
                                    REPRESENTATIONS, COVENANT'S AND EVENTS OF DEFAULT
    18.     Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     25
    19.     Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     28
    20.     Financial Condition and Security Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29
    21      Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     32
    22.     Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     37
</TABLE>


                                     -8-
<PAGE>   10
<TABLE>
    <S>     <C>                                                                                                     <C>
                                                          PART 8
                                           SPONSOR'S AND BORROWERS' OBLIGATIONS
    23.     Borrowers' Joint and Several Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     42
    24.     Sponsor's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     43

                                                          PART 9
                                              DEFAULT INTEREST AND INDEMNITY
    25.     Default Interest and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     44

                                                         PART 10
                                                         PAYMENTS
    26.     Currency of Account and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     46
    27.     Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     46
    28.     Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47
    29.     Redistribution of Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     47

                                                         PART 11
                                                 FEES, COSTS AND EXPENSES
    30.     Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     49
    31.     Costs and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     49

                                                         PART 12
                                                    AGENCY PROVISIONS
    32.     The Agent and the Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     51

                                                         PART 13
                                                 ASSIGNMENT AND TRANSFERS
    33.     Benefit of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55
    34.     Assignments and Transfers by the Obligors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55
    35      Assignments and Transfers by Banks  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55
    36.     Disclosure of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     56

                                                         PART 14
                                                      MISCELLANEOUS
    37.     Calculations and Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58
    38.     Remedies and Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58
    39.     Partial Invalidity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58
    40.     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     59

                                                         PART 15
                                                   LAW AND JURISDICTION
    41.     Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
    42.     Jurisdiction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60
</TABLE>


                                     -9-
<PAGE>   11
<TABLE>
<S>                   <C>     <C>                                                                                     <C>
THE FIRST SCHEDULE    :       The Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     62
THE SECOND SCHEDULE   :       Condition Precedent Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .     63
THE THIRD SCHEDULE    :       Notice of Drawdown  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66
THE FOURTH SCHEDULE   :       Associated Costs Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     67
THE FIFTH SCHEDULE    :       Form of Supplemental Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . .     69
THE SIXTH SCHEDULE    :       Form of Transfer Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . .     71
</TABLE>


                                     -10-
<PAGE>   12
THIS AGREEMENT originally made the 8th day of July, 1993 is amended and
restated on 20th October 1995

BETWEEN

(1)      GULFMARK NORTH SEA LIMITED ("GNS") and GULF OFFSHORE MARINE 
         INTERNATIONAL INC. (" GOMI ") (together THE "PRINCIPAL BORROWERS");

(2)      GULF OFFSHORE N.S. LIMITED ("GONS") and GULF OFFSHORE FAR EAST INC.
         ("GOFE") (together the "PERMITTED BORROWERS");

(3)      GULFMARK INTERNATIONAL INC. (the "SPONSOR");

(4)      THE CHASE MANHATTAN BANK, N.A. as agent (the "AGENT") and security
         trustee ("SECURITY TRUSTEE");

(5)      THE FINANCIAL INSTITUTIONS named in the First Schedule (the "BANKS");
         and

(6)      THE CHASE MANHATTAN BANK, N.A. as counterparty under the Master
         Agreement referred to herein (THE "HEDGE COUNTERPARTY").

NOW IT IS HEREBY AGREED as follows:

                                     PART 1

                                 INTERPRETATION

1.       INTERPRETATION

1.1      In this Agreement:

"ADVANCE" means, save as otherwise provided herein, a Dollar Advance or a
Sterling Advance made or to be made by the Banks hereunder;

"ADDITIONAL BORROWER" means any subsidiary of either of the Principal Borrowers
the entire share capital of which is legally and beneficially owned directly or
indirectly by the Principal Borrowers or either of them and which has become an
Additional Borrower under the Facility pursuant to and in accordance with
Clause 6;

"ADDITIONAL MORTGAGED VESSEL" means any vessel, other than the Original
Vessels, owned by any of the Borrowers subject to a first priority legal
mortgage and a deed of covenants collateral thereto (or documents conferring a
similar security interest), granted in favour of the Security Trustee as
security, inter alia, for the obligations of the Borrowers hereunder, which
mortgage and collateral deed of covenants (or such documents) have been duly
registered, recorded or filed as required by the Security Trustee and are in
full force and effect;

"ADVANCE PAYMENT GUARANTEE ASSIGNMENT" means the assignment referred to in
paragraph 22 of Part 2 of the Second Schedule;


                                     -1-
<PAGE>   13
"APPROVED CHARTER" means any charterparty, contract or engagement of
affreightment or for the carriage or transportation of cargo, mail or
passengers or any of them, relating to any of the Mortgaged Vessels, whether
now existing or hereafter entered into by any of the Borrowers or any person,
firm or company on its behalf, the terms of which are approved by the Agent;

"APPROVED CHARTER EARNINGS" in relation to a Mortgaged Vessel means the amount
of all freights and hires which may be earned by any Borrower during the term
of any Approved Charter pursuant to the terms and conditions thereof, less the
estimated cost of such Borrower during such term of maintaining and operating
the Mortgaged Vessel to which such Approved Charter relates in accordance with
the terms and conditions hereof and of the mortgage and/or deed of covenants
relating to such Mortgaged Vessel to and such Approved Charter;

"ASSOCIATED COSTS RATE" in relation to any Advance or unpaid sum denominated in
sterling shall have the meaning ascribed to it in the Fourth Schedule;

"AVAILABLE DOLLAR AMOUNT" means the principal amount at any time available for
drawing under the Dollar Facility as computed by the Agent pursuant to Clause
8;

"AVAILABLE DOLLAR COMMITMENT" in relation to a Bank at any time means, save as
otherwise provided herein, its Dollar Commitment less its portion of each
Dollar Advance which has been made hereunder and is outstanding at such time;

"AVAILABLE DOLLAR FACILITY" means, at any time and save as otherwise provided
herein, the aggregate amount from time to time of the Available Dollar
Commitments at such time;

"AVAILABLE STERLING AMOUNT" means the principal amount at any time available
for drawing under the Sterling Facility as computed by the Agent pursuant to
Clause 8;

"AVAILABLE STERLING COMMITMENT" in relation to a Bank at any time means, save
as otherwise provided herein, its Sterling Commitment less its portion of each
Sterling Advance which has been made and is outstanding at such time;

"AVAILABLE STERLING FACILITY" means, at any time and save as otherwise provided
herein, the aggregate amount from time to time of the Available Sterling
Commitments at such time;

"BENEFICIARIES" mean the Agent, the Banks and the Hedge Counterparty;

"BORROWERS" means the Principal Borrowers, the Permitted Borrowers and any
Additional Borrowers and "BORROWER" means any of them;

"BP FLEET VESSELS" means each of the p.s.v. "Highland Champion" and the p.s.v.
"Highland Fortress";

"BUILDING CONTRACT" means the Contract referred to in paragraph 21 of Part 2 of
the Second Schedule;


                                     -2-
<PAGE>   14
"CHRISTIANIA MORTGAGES" means each of the mortgages over:

         (a)     the m.v. "Highland Star";
         (b)     the m.v. "Highland Pride";
         (c)     the m.v. "Highland Legend"
         (d)     the Christiania Newbuild,

securing the obligations of GONS in respect of loans made or to be made by
Christiania Bank og Kreditkasse to GNS on terms disclosed to and approved by
the Agent prior to the date hereof together with any deed of covenants (and/or
such other documents as may be executed assigning the earnings and insurance of
any of those vessels;

"CHRISTIANIA NEWBUILD" means the platform supply vessel type UT755 referred to
in yard contract 66 made between GONS and the Contractor;

"CONTRACTOR" means Brattvaag Skipsverft A.S.;

"DESIGNATED VESSEL" means a vessel which in the opinion of the Agent will,
forthwith upon the making of an Advance, become an Additional Mortgaged Vessel
and in respect of which the Agent has received each of the documents referred
to in Clause 7.3(ii) and (iii);

"DOLLAR ADVANCE" means an Advance made under the Dollar Facility;

"DOLLAR COMMITMENT" in relation to a Bank at any time means, subject to the
provisions of Clause 13.1 and save as otherwise provided herein, the amount
of the commitment set opposite its name in Column 1 of the First Schedule, the
amount of any commitment transferred to it in accordance with Clause 35 less
any amount of its Dollar Commitment transferred by it in accordance with Clause
35;

"DOLLAR FACILITY" means the dollar revolving loan facility granted to the
Borrowers pursuant to Clause 2.1;

"ENVIRONMENTAL AFFILIATE" means in relation to a party an agent or employee of
that party or a person in a contractual relationship with that party, with
respect to any of the Mortgaged Vessels or its operation or its carriage of
cargo thereon whose acts or omissions have or will have a Material Adverse
Effect;

"ENVIRONMENTAL APPROVALS" means any permit, licence, approval, ruling,
variance, exemption or other authorisation required under applicable
Environmental Laws;

"ENVIRONMENTAL CLAIM" means any and all enforcement, clean-up, removal or other
governmental or regulatory actions or orders instituted or completed pursuant
to any Environmental Laws or Environmental Approvals together with claims made
by any third party relating to damage, contribution, loss or injury, resulting
from any Release of Material of Environmental Concern;

"ENVIRONMENTAL LAWS" means all national, state, local, foreign and
international laws, regulations, treaties and conventions pertaining to the
pollution or protection of human health or the environment (including ambient
air, surface water, ground water, land surface or subsurface strata, navigable
waters, waters of the contiguous zone, ocean,Asters and international waters),
including laws,


                                     -3-
<PAGE>   15
regulations, treaties and conventions relating to the Release (or threatened
release) of Material of Environmental Concern;

"EXISTING MORTGAGES" means:

                 (i)      the first priority Panamanian mortgages in favour of
                          The Chase Manhattan Bank, N.A. over each of the GOMI
                          Vessels each dated 30 September 1991 and registered
                          at the Panamanian Registry of Shipping; and

                 (ii)     the first priority mortgage in favour of
                          Skandinaviska Enskilda Banken over the m.v. Highland
                          Sprite dated 11 November 1990 and registered at the
                          British Ships Registry (Port of London);

"EVENT OF DEFAULT" means any of those events specified in Clause 22.1;

"FACILITIES" means the Dollar Facility and the Sterling Facility granted to the
Borrowers in this Agreement and "Facility" means either of them;

"FACILITY AMOUNT" means, in the case of the Dollar Facility $5,800,000 and in
the case of the Sterling Facility pound sterling 12,500,000;

"FACILITY OFFICE" in relation to the Agent or any Bank means the office
identified with its signature below or such other office as it may from time to
time select;

"FINAL MATURITY DATE" means 30 June 2000;

"FINANCE DOCUMENTS" means this Agreement, the Security Documents, the Master
Agreement and all other documents from time to time creating, evidencing or
entered into as security for, or guaranteeing the obligations of the Borrowers
or any of them hereunder or thereunder and any document entered into pursuant
hereto or thereby;

"FIXED ASSET INVESTMENT" means any investment which will in the reasonable
opinion of the Sponsor increase the marketability of a Mortgaged Vessel or any
other vessel or is necessary to ensure the compliance by the owner of such
Vessel of all laws and regulations applicable to such Mortgaged Vessel or any
other vessel;

"FREELY AVAILABLE LIQUID RESOURCES" shall have the meaning ascribed thereto in
Clause 20.3;

"GMM GROUP" means each of the Principal Borrowers and their subsidiaries for
the time being;

"GNS MORTGAGES" means the first priority mortgages as amended, varied,
supplemented or novated from time to time in favour of the Security Trustee to
be executed by the relevant Borrower over each of the GNS Vessels as security,
inter alia, for the obligations of the Borrowers hereunder;

"GNS VESSELS" means each of:

         (a)     the BP Fleet Vessels; and
         (b)     the vessel m.v. "Highland Sprite";


                                     -4-
<PAGE>   16
"GOFE ASSIGNMENT" means the assignment agreement referred to in paragraph 7 of
the Second Schedule;

"GOMI MORTGAGES" means the first priority mortgages (each as amended, varied,
novated or supplemented from time to time, and which shall include for the
avoidance of doubt an addendum to the Mortgage over each of the m.v. Seawhip,
and the m.v. Seawitch) in favour of the Security Trustee to be executed by the
relevant Borrower over each of the GOMI Vessels as security, inter alia, for
the obligations of the Borrowers hereunder;

"GNS VESSELS" means each of the vessels:

                 (a)      the m.v. "Sem Courageous";
                 (b)      the m.v. "Sem Valiant";
                 (c)      the m.v. "Seawhip"; and
                 (d)      the m.v. "Seawitch";

"GROUP" means the Sponsor and its subsidiaries for the time being;

"INSTRUCTING GROUP" means;

                 (i)      before any Advance has been made hereunder, a group
                          of Banks whose Total Available Commitments amount in
                          aggregate to more than fifty one (51%) of the Total
                          Available Facility; and

                 (ii)     thereafter, a group of Banks to whom in aggregate
                          more than fifty one (51%) of the Loan is (or,
                          immediately prior to its repayment, was then) owed;

"INTEREST Period" means, save as otherwise provided herein, any of those
periods mentioned in Clause 9.1;

"LIBOR" means, in relation to any Advance or unpaid sum, the rate per annum at
which the Agent was offering to prime banks in the London Interbank Market
deposits in the currency of and in an amount approximately equal to the amount
of such Advance or unpaid sum and for the specified period at or about 11.00
a.m. on the Quotation Date for such period and, for the purposes of this
definition, "SPECIFIED PERIOD" means the Interest Period of such Advance or, as
the case may be, the period in respect of which LIBOR falls to be determined in
relation to such unpaid sum;

"LOAN" means at any time the aggregate principal amount of all Advances (or if
such Advances are denominated in sterling, the dollar equivalent thereof) for
the time being outstanding hereunder;

"MARGIN" means one and five eighths per cent. per annum;

"MARKET VALUE" means, at any time, in relation to any Vessel, her sale value in
dollars as then most recently determined by an independent and internationally
recognized firm of shipbrokers acceptable to the Agent on the basis of a sale
of such Vessel (a) for cash (b) free of charter, liens, charges, mortgages and
encumbrances and (C) at arm's length on normal commercial terms between a
willing seller and a willing buyer;


                                     -5-
<PAGE>   17
"MASTER AGREEMENTS" means each of the interest rate swap and currency hedging
agreements entered or to be entered into between respectively the Agent and GNS
and the Agent and GOMI in connection with the amounts payable hereunder;

"MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability of any
of the Borrowers to meet its obligations to the Security Trustee, the Agent and
the Banks hereunder or under any of the Security Documents to which any of the
Borrowers is a party;

"MATERIAL OF ENVIRONMENTAL CONCERN" means and includes pollutants,
contaminants, toxic substances, oil as defined in the United States Oil
Pollution Act of 1990, and all hazardous substances as defined in the United
States Comprehensive Environmental Response, Compensation and Liability Act;

"MORTGAGED VESSELS" means (a) each of the Original Vessels in respect of which
a first priority legal mortgage and deed of covenant or assignments collateral
thereto granted in favour of the Security Trustee is in full force and effect;
and (b) each Additional Mortgaged Vessel and "MORTGAGED VESSEL" means any of
them;

"NEWBUILD" means the platform supply vessel type UT755 which is referred to in
the Building Contract;

"NOTICE OF DRAWDOWN" means a notice substantially in the form set out in the
Third Schedule;

"OBLIGORS" means the Sponsor and the Borrowers;

"ORIGINAL FINANCIAL STATEMENTS" means:

                 (i)      in respect of each of the Principal Borrowers, the
                          consolidated financial statements of such Principal
                          Borrower and its subsidiaries for its financial year
                          ended 31 December 1992; and

                 (ii)     in the case of the Sponsor the consolidated financial
                          statements of the Sponsor and its subsidiaries for
                          its financing year ended 31 December 1992;

"ORIGINAL VESSELS" means each of the GNS Vessels and the GOMI Vessels; and

"POTENTIAL EVENT OF DEFAULT" means any event which may become (with the passage
of time, the giving of notice, the making of any determination hereunder or any
combination thereof) an Event of Default;

"PROFITS AFTER TAX" means in respect of any financial year of any member of the
GMM Group, the profit after deduction of tax thereon of such member of the GMM
Group for such financial year determined by reference to the consolidated
profit and loss account of the GMM Group in respect of such financial year and
delivered to the Agent pursuant to Clause 19.1;

"QUOTATION DATE" means, in relation to any period for which an interest rate is
to be determined hereunder, the day on which quotations would ordinarily be
given by prime banks in the London Interbank Market for deposits in dollars for
delivery on the first day of that period Provided that,


                                     -6-
<PAGE>   18
if for any such period quotations would ordinarily be given on more than one
date, the Quotation Date for that period shall be the last of those dates;

"REDUCED AMOUNT" on any Reduction Date, and in relation to each of the
Facilities, means the amount of such Facility as the same has been reduced on
such Reduction Date in accordance with the provisions of Clause 13.1;

"REDUCTION DATE" means 31 December 1996 and then each of the days which are 6,
12, 18, 24, 30 and 36 months thereafter;

"RELEASE OF MATERIAL OF ENVIRONMENTAL CONCERN" means an emission, spill,
release or discharge into or upon (i) the air, (ii) surface water, (iii) ground
water or (iv) soils, of any Material of Environmental Concern for which any
member of the Group has any liability under Environmental Laws, except in
accordance with a valid Environmental Approval;

"SECURITY DOCUMENTS" means:

                 (i)      the first priority statutory ship mortgage and deed
                          of covenants collateral thereto executed in respect
                          of the following vessels:

                          (a)     the p.s.v. "Highland Champion";
                          (b)     the p.s.v. "Highland Fortress";
                          (c)     the m.v. "Highland Sprite";
                          (d)     the m.v. "Sem Courageous"; and
                          (e)     the m.v. "Sem Valiant";

                 (ii)     the first preferred Panamanian ship mortgages and
                          assignments of earnings and insurance collateral
                          thereto which may be executed in respect of the
                          following vessels:

                          (a)     the m.v. "Seawhip"; and
                          (b)     the m.v. "Seawitch"

                 (iii)    the first preferred ship mortgage and deed of
                          covenants collateral thereto and assignment of
                          earnings and insurance collateral thereto which may
                          be executed in respect of the Newbuild;

                 (iv)     each of the mortgages and deed of covenants (and/or
                          such other documents as may be executed assigning the
                          earnings and insurances of any vessel) which may be
                          executed in respect of any vessel as security for the
                          obligations of the Borrowers hereunder;

                 (v)      the Trust Deed;

                 (vi)     the GOFE Assignment;

                 (vii)    the Share Pledges; and


                                     -7-
<PAGE>   19
                 (viii)   the Advance Payment Guarantee Assignment;

"SHARE PLEDGES" means each of the share pledges referred to in paragraph 6 of
the Second Schedule;

"SHORT TERM FACILITY" means the short term facility agreement dated 8 July 1993
as amended by the amendment agreement dated 20 May 1994, the amendment
agreement dated the date hereof, and as amended, varied, supplemented or
novated from time to time made between the Borrowers, as borrowers, the
Sponsor, as guarantor, and the Agent as lending bank;

"STERLING ADVANCE" means an Advance made under the Sterling Facility;

"STERLING COMMITMENT" in relation to a Bank at any time means, subject to the
provisions of Clause 13.1 and save as otherwise provided herein, the amount of
the commitment set opposite its name in Column 2 of the First Schedule, the
amount of any commitment transferred to in accordance with Clause 35 less any
amount of its Sterling Commitment transferred by it in accordance with Clause
35;

"STERLING FACILITY" means the sterling revolving loan facility granted to the
Borrowers pursuant to Clause 2.2;

"SUPPLEMENTAL AGREEMENT" means an agreement substantially in the form set out
in the Fifth Schedule;

"TOTAL AVAILABLE COMMITMENT" in relation to any Bank at any time means, save as
otherwise provided herein, the aggregate of its Available Dollar Commitment and
the dollar equivalent of its Available Sterling Commitment at such time;

"TOTAL AVAILABLE FACILITY" means the aggregate amount from time to time of the
Total Available Commitments;

"TRANSFER CERTIFICATE" means a certificate in the form set out in the Sixth
Schedule signed by a Bank and a Transferee whereby:

                 (a)      such Bank seeks to procure the transfer to such
                          Transferee of all or a part of such Bank's rights and
                          obligations hereunder upon and subject to the terms
                          and conditions set out in Clause 35; and

                 (b)      such Transferee undertakes to perform the obligations
                          it will assume as a result of delivery of such
                          certificate to the Agent as is contemplated in Clause
                          35;

"TRANSFER DATE" in relation to any Transfer Certificate means the date for the
making of the transfer as specified in such Transfer Certificate;

"TRANSFEREE" means a bank or other financial institution to which a Bank seeks
to transfer all or part of such Bank's rights and obligations hereunder;

"TRUST DEED" means the deed of trust referred to in paragraph 3 of the Second
Schedule.


                                     -8-
<PAGE>   20
1.2      Any reference in this Agreement to:

the "AGENT" or a "BANK" shall be construed so as to include it and any
subsequent successors and assigns in accordance with their respective
interests;

a "BUSINESS DAY" shall be construed as a reference to a day (other than a
Saturday or Sunday) on which banks are generally open for business in London
and New York City;

a "CLAUSE" shall, subject to any contrary indication, be construed as a
reference to a clause hereof;

an "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
pledge, lien or other encumbrance securing any obligation of any person or any
other type of preferential arrangement (including, without limitation, title
transfer and retention arrangements) having a similar effect;

the "EQUIVALENT" on any given date in one currency (the "FIRST CURRENCY") of an
amount denominated in another currency (the "SECOND CURRENCY") is a reference
to the amount of the first currency which could be purchased by the amount of
the second currency at the spot rate of exchange quoted by the Agent at or
about 11.00 a.m. on such date for the purchase of the first currency with the
second currency for delivery two business days thereafter;

a "HOLDING COMPANY" of a company or corporation shall be construed as a
reference to any company or corporation of which the first-mentioned company or
corporation is a subsidiary;

"INDEBTEDNESS" shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;

"INDEBTEDNESS FOR BORROWED MONEY" shall be construed so as to include, without
limitation, any indebtedness of any person for or in respect of:

                 (i)      amounts raised by acceptance under any acceptance
                          credit facility;

                 (ii)     amounts raised under any note purchase facility;

                 (iii)    the amount of any liability in respect of leases or
                          hire purchase contracts which would, in accordance 
                          with generally accepted accounting standards in 
                          the United States and/or the United Kingdom (as used
                          in the Principal Borrowers' most recent audited annual
                          consolidated financial statements from time to time),
                          be treated as finance or capital leases;

                 (iv)     the amount of any liability in respect of any
                          purchase price for assets or services the payment of
                          which is deferred for a period in excess of one
                          hundred and eighty days; 

                 (v)      amounts raised under any other transaction
                          (including, without limitation, any forward sale or
                          purchase agreement) having the commercial effect of a
                          borrowing (excluding, for the avoidance of doubt,
                          indebtedness incurred in relation to commercial
                          transactions);


                                     -9-
<PAGE>   21
a "MONTH" is a reference to a period starting on one day in a calendar month
and ending on the numerically corresponding day in the next succeeding calendar
month save that, where any such period would otherwise end on a day which is
not a business day, it shall end on the next succeeding business day, unless
that day falls in the calendar month succeeding that in which it would
otherwise have ended, in which case it shall end on the immediately preceding
business day Provided that, if a period starts on the last business day in a
calendar month or if there is no numerically corresponding day in the month in
which that period ends, that period shall end on the last business day in that
later month (and references to "MONTHS" shall be construed accordingly);

a "PERSON" shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or more
of the foregoing;

"REPAY" (or any derivative form thereof) shall, subject to any contrary
indication, be construed to include "PREPAY" (or, as the case may be, the
corresponding derivative form thereof);

"REQUISITION COMPENSATION" means the sums of money or other compensation from
time to time payable or paid by any person in connection with or by reason of
requisition for title or other compulsory acquisition of the Vessels or either
of them otherwise than by requisition for hire;

"REQUISITION FOR TITLE" (as a verb) includes, in relation to an asset,
compulsorily acquire, expropriate, nationalise, seize, capture, forfeit,
condemn as prize or otherwise act so as to divest the owner thereof of title
thereto and noun forms of the verb shall be construed accordingly;

a "SCHEDULE" shall, subject to any contrary indication, be construed as a
reference to a schedule hereto;

a "SUBSIDIARY" of a company or corporation shall be construed as a reference to
any company or corporation:

                 (i)      which is controlled, directly or indirectly, by the
                          first-mentioned company or corporation;

                 (ii)     more than half the issued share capital of which is
                          beneficially owned, directly or indirectly, by the
                          first-mentioned company or corporation; or

                 (iii)    which is a subsidiary of another subsidiary of the
                          first-mentioned company or corporation

and, for these purposes, a company or corporation shall be treated as being
controlled by another if that other company or corporation is able to direct
its affairs and/or to control the composition of its board of directors or
equivalent body;

"TAX" shall be construed so as to include any tax, levy, impost, duty or other
charge of a similar nature (including, without limitations any penalty or
interest payable in connection with any failure to pay or any delay in paying
any of the same);

"TOTAL LOSS" shall be construed in accordance with the provisions of the
relevant Security Document;


                                     -10-
<PAGE>   22
"VAT" shall be construed as a reference to value added tax including any
similar tax which may be imposed in place thereof from time to time;

a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be construed as a
reference to any company or corporation which has no other members except that
other company or corporation and that other company's or corporation's wholly-
owned subsidiaries or persons acting on behalf of that other company or
corporation or its wholly-owned subsidiaries; and

the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or corporation
shall be construed so as to include any equivalent or analogous proceedings
under the law of the jurisdiction in which such company or corporation is
incorporated or any jurisdiction in which such company or corporation carries
on business including the seeking of liquidation, winding-up, reorganization,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors.

1.3      "POUND STERLING" and "STERLING" denote the lawful currency of the
United Kingdom and "$" and "DOLLARS" denote lawful currency of the United
States of America.

1.4      Save where the contrary is indicated, any reference in this Agreement
to:

                 (i)      this Agreement or any other agreement or document
                          shall be construed as a reference to this Agreement
                          or, as the case may be, such other agreement or
                          document as the same may have been, or may from time
                          to time be, amended, varied, novated or supplemented;

                 (ii)     a statute shall be construed as a reference to such
                          statute as the same may have been, or may from time
                          to time be, amended or re-enacted; and

                 (iii)    a time of day shall be construed as a reference to
                          London time.

1.5      Clause and Schedule headings are for ease of reference only.


                                     -11-
<PAGE>   23
                                     PART 2

                                  THE FACILITY

2.       THE FACILITY

2.1      The Banks grant to the Borrowers through their respective Facility
Offices, subject to the provisions of Clause 13 and otherwise upon the terms
and subject to the conditions hereof, a revolving loan facility in an aggregate
amount of $5,800,000.

2.2      The Banks grant to the Borrowers through their respective Facility
Offices, subject to the provisions of Clause 13 and otherwise subject to the
conditions hereof, a sterling revolving loan facility in an aggregate amount of
pound sterling 12,500,000.

3.       PURPOSE

3.1      The Facility is intended to:

                 (i)      to refinance existing indebtedness of the Permitted
                          Borrowers secured by the Existing Mortgages;

                 (ii)     to be applied in or towards the cost of acquisition
                          of the undertaking and assets of the offshore supply
                          division of BP Shipping Limited, including the BP
                          Fleet Vessels;

                 (iii)    to finance the completion of the Newbuild pursuant to
                          the terms of the Building Contract; and

                 (iv)     for general working capital purposes.

3.2      Without prejudice to the obligations of the Borrowers under 
Clause 3.1, neither the Agent, the Banks nor any of them shall be obliged to
concern themselves with the application of amounts raised by any of the
Borrowers hereunder.

4.       NATURE OF BANK'S OBLIGATIONS

4.1      The obligations of each Bank hereunder are several.

4.2      The failure by a Bank to perform its obligations hereunder shall not
affect the obligations of any Borrower to any other party hereto nor shall any
such other party be liable for the failure by such Bank to perform its
obligations hereunder.

5.       CONDITIONS PRECEDENT

5.1      Save as the Agent may otherwise agree, no Borrower may deliver any
Notice of Drawdown hereunder unless the Agent has confirmed to the Sponsor that
it has received all of the documents listed in the Second Schedule and that
each is, in form and substance, satisfactory to the Agent.


                                     -12-
<PAGE>   24
5.2      In respect of the documents referred to in paragraphs 4 and 5 of the
Second Schedule (the "UNDATED SECURITY DOCUMENTS") the Agent agrees that they
are to be held in safe custody by it (or any sub-custodian as hereinafter
referred to) unless and until an Advance is made pursuant to Clause 7: in which
event the Agent shall where such Advance is made pursuant to the provisions of
Clause 7.1 contemporaneously date, or shall procure the contemporaneous dating
of, the Undated Security Documents referred to in paragraphs 4(iv), (v) and 5
of the Second Schedule and shall then endeavor to register (as soon as IS
reasonably practicable to do so) the mortgages referred to in paragraphs 4(iv),
(v) and 5 of the Second Schedule on the Panamanian or Malaysian Register of
Ships as the case may be, and where such Advance is made pursuant to the
provisions of Clause 7.2, contemporaneously date, or shall procure the
contemporaneous dating of the Undated Security Documents referred to in
paragraphs 4(i), (ii) and (iii) of the Second Schedule and shall then endeavor
to register (as soon as is reasonably practicable to do so) the mortgages
referred to in paragraphs 4(i), (ii) and (iii) of the Second Schedule on the
British Register of Ships. The Agent may place the Undated Security Documents
with any firm of lawyers of good repute and, in the absence of gross negligence
or wilful default on the part of the Agent, the Agent shall not be responsible
for any loss thereby incurred.

5.3      The Agent shall not, in the absence of gross negligence or wilful
default on its part, be responsible for any loss, incurred by any person, if
for any reason it is not possible to put into effect any matter the subject of
Clause 5.2. The relevant Borrower shall from time to time execute and sign all
documents which the Agent may reasonably require for effecting the registration
of the Undated Security Documents and, furthermore, each of the Borrowers
agrees not to withdraw, or purport to withdraw, the Undated Security Documents
from the custody of the Agent (or any sub-custodian as hereinbefore referred
to) except with the prior written consent of the Agent.

6.       ADDITIONAL BORROWERS

6.1      The Sponsor may with the prior written consent of the Agent on behalf
of the Banks, such consent not to be unreasonably withheld, from time to time
designate any wholly-owned subsidiary of either of the Principal Borrowers as
an Additional Borrower for the purposes of the Facilities, in which event the
Sponsor shall promptly deliver or cause to be delivered to the Agent a
Supplemental Agreement duly executed by the parties thereto (other than the
Agent).

6.2      Upon delivery to the Agent of any Supplemental Agreement referred to
in Clause 6.1 and subject to (i) the Agent having confirmed to the person or
persons party to such Supplemental Agreement as proposed Additional Borrower or
Borrowers that it has received, in form and substance satisfactory to it, all
of the conditions precedent specified therein and (h) the Agent being satisfied
that neither the rights of the Banks under this Agreement nor any security
provided under the Security Documents are adversely affected in any way by the
proposed accession of any such Additional Borrower or Borrower, this Agreement
shall thenceforth be read and construed as if each wholly-owned subsidiary of
either of the Principal Borrowers which is a party to such Supplemental
Agreement as a proposed Additional Borrower were a party hereto having all the
rights and obligations of a Borrower and all references in any Facility
Document to "BORROWERS" and "PRINCIPAL BORROWERS" shall be treated as including
a reference to any such subsidiary which has become a party hereto in the
manner contemplated above.


                                     -13-
<PAGE>   25
                                     PART 3

                         AVAILABILITY OF THE FACILITIES

7.       AVAILABILITY OF THE FACILITIES

7.1      Subject to the provisions of Clause 7.3 and save as otherwise provided
herein, a Dollar Advance will be made by the Banks to a Borrower if:

                 (i)      not more than ten, nor less than five business days
                          before the proposed date for the making of such
                          Advance, the Agent has received from a Borrower a
                          notice of drawdown therefore, receipt of which shall
                          oblige such Borrower to borrow the amount therein
                          requested on the date therein stated upon the terms
                          and subject to the conditions herein;

                 (ii)     the proposed date for the making of such Advance is a
                          business day which falls one or more months before
                          the Final Maturity Date;

                 (iii)    the proposed amount of such Advance is (a) an amount
                          of not less than $1,000,000 which is an integral
                          multiple of $500,000 and which is less than the
                          Available Dollar Facility or (b) equal to, the amount
                          of the Available Dollar Facility;

                 (iv)     the proposed amount of such Advance less the amount
                          of any Dollar Advances falling to be repaid on or
                          before the proposed date for the making of such
                          Advance does not exceed the Available Dollar Amount;

                 (v)      in the case of the initial Dollar Advance the Agent
                          is satisfied that first priority legal mortgages over
                          each of the GOMI Vessels will be duly registered,
                          recorded and filed immediately on the making thereof;

                 (vi)     the interest rate applicable to such Advance during
                          its first Interest Period would not fail to be
                          determined pursuant to Clause 11.01;

                 (vii)    the making of such Advance would not result in a
                          breach of the requirements of Clause 20.1; and

                 (viii)   either:

                          (a)     no Event of Default or Potential Event of
                                  Default has occurred; and

                          (b)     the representations set out in Clause 18 are
                                  true on and as of the proposed date for the
                                  making of such Advance,

                          or the Banks agree (notwithstanding any matter
                          mentioned at (a) or (b) above) to make such Advance.


                                     -14-
<PAGE>   26
7.2      Subject to the provision of Clause 7.3 and save as otherwise provided
herein, a Sterling Advance will be made by the Banks to a Borrower if:

                 (i)      not more than ten nor less than five business days
                          before the proposed date for the making of such
                          Advance, the Agent has received from a Borrower a
                          Notice of Drawdown therefor, receipt of which shall
                          oblige such Borrower to borrow the amount therein
                          requested on the date therein stated upon the terms
                          and subject to the conditions contained herein;

                 (ii)     the proposed date for the making of such Advance is a
                          business day which falls one or more months before
                          the Final Maturity Date;

                 (iii)    the proposed amount of such Advance in (a) in the
                          case of the initial Sterling Advance pound sterling
                          7,350,000, and (b) in the case of each subsequent
                          Advance the proposed amount of such Advance is an
                          amount of not less than pound sterling 600,000 which
                          is an integral multiple of pound sterling 300,000 and
                          which is less than the amount of the Available
                          Sterling Facility or (b) equal to the amount of the
                          Available Sterling Facility;

                 (iv)     the proposed amount of such Advance less the amount
                          of any Sterling Advances failing to be repaid on or
                          before the proposed date for the making of such
                          Advance does not exceed the Available Sterling
                          Amount;

                 (v)      in the case of the initial Sterling Advance the Agent
                          is satisfied that first priority legal mortgages over
                          each of the GNS Vessels will be duly registered,
                          recorded and filed immediately upon the making
                          thereof;

                 (vi)     the interest rate applicable to such Advance during
                          its first Interest Period would not fail to be
                          determined pursuant to Clause 11.01;

                 (vii)    the making of such Advance would not result in a
                          breach of the requirements of Clause 20.1; and

                 (viii)   either:

                          (a)     no Event of Default or Potential Event of
                                  Default has occurred; and

                          (b)     the representations set out in Clause 18 are
                                  true on and as of the proposed date for the
                                  making of such Advance,

                          or each of the Banks agree (notwithstanding any
                          matter mentioned at (a) or (b) above) to make such
                          Advance.

7.3      Save as the Agent may otherwise agree, other than in the case of each
of the first Dollar Advance and the first Sterling Advance, no Borrower may
deliver a Notice of Drawdown hereunder in respect of an Advance the availability
of which is determined by reference to the value of a Designated Vessel, unless
the Agent has confirmed to the Sponsor that it has received in form and
substance satisfactory to it:


                                     -15-
<PAGE>   27
                 (i)      evidence that such Designated Vessel

                          (a)     is, or will be, registered in the name of a
                                  Borrower under a flag acceptable to the
                                  Agent, free from all charters, contracts
                                  liens and encumbrances other than in favour
                                  of the Security Trustee or in terms
                                  acceptable to the Agent;

                          (b)     is classified by the American Bureau of
                                  Shipping A1 AMS or to an equivalent
                                  classification acceptable to the Agent; and

                          (c)     is, or will be, insured in accordance with
                                  the deed of covenants (and/or such other
                                  document as may be executed assigning the
                                  insurances of such Designated Vessel)
                                  referred to in Clause 7.3(iii);

                 (ii)     a first priority mortgage in respect of such
                          Designated Vessel in favour of the Security Trustee;

                 (iii)    a deed of covenants (and/or such other document as
                          may be executed, assigning the earnings and
                          insurances of such Designated Vessel)

                 Provided that the documents referred to in Clause 7.3(ii) and
                 (iii) shall be left undated and held by the Agent on the terms
                 and conditions of Clause 5.2 and 5.3 mutatis mutandis.

8.       DETERMINATION OF ELIGIBLE AMOUNTS AND AVAILABLE AMOUNTS

         At any time (i) the "AVAILABLE DOLLAR AMOUNT" shall be an amount equal
         to the Eligible Dollar Amount less the amount of all Dollar Advances
         outstanding at that time; and (ii) the "AVAILABLE STERLING AMOUNT"
         shall be an amount equal to the Eligible Sterling Amount less the
         amount of all Sterling Advances outstanding at that time where,

                          (a)     the "ELIGIBLE DOLLAR AMOUNT" shall be the
                                  aggregate of:

                                  (x)      the Base Dollar Available Amount at
                                           such time; and

                                  (y)      51% of the aggregate amount of the
                                           Market Value of (i) any Additional
                                           Mortgaged Vessels at such time; and
                                           (ii) any Designated Vessels;

                          (b)     the "ELIGIBLE STERLING AMOUNT" shall be the 
                                  aggregate of:

                                  (x)      the Base Sterling Available Amount
                                           at such time; and

                                  (y)      51% of the sterling equivalent of
                                           the aggregate amount of the Market
                                           Value of (i) any Additional
                                           Mortgaged Vessels at such time; and
                                           (ii) any Designated Vessels;

                          (c)     the "BASE DOLLAR AVAILABLE AMOUNT" shall be
                                  $4,500,000

                                  less


                                     -16-
<PAGE>   28
                                  (x)      in the case of the sale of any of
                                           the GOMI Vessels an amount equal to
                                           51% of the proceeds of sale of any
                                           such vessels (or, if such proceeds
                                           are not denominated in dollars, the
                                           dollar equivalent thereof); and

                                  (y)      an amount equal to 51% of the value
                                           of any GOMI Vessel which ceases to
                                           be a Mortgaged Vessel;

                          (d)     the "BASE STERLING AVAILABLE AMOUNT" shall be
                                  pound sterling 7,115,000

                                  less

                                  (x)      in the case of the sale of any of
                                           the GNS Vessels an amount equal to
                                           51% of the proceeds of sale of such
                                           vessels (or, if such proceeds are
                                           not denominated in sterling, the
                                           sterling equivalent thereof); and

                                  (y)      an amount equal to 51% of the
                                           sterling equivalent of the value of
                                           any of the GNS Vessels which ceases
                                           to be a Mortgaged Vessel;

PROVIDED ALWAYS THAT the Eligible Dollar Amount and the Eligible Sterling
Amount shall be calculated without double counting the Market Value of any
Additional Mortgaged Vessels related thereto.


                                     -17-
<PAGE>   29
                                     PART 4

                                    INTEREST
9.       INTEREST PERIODS

9.1      The period for which an Advance is outstanding shall be divided into
successive periods each of which (other than the first) shall start on the last
day of the preceding such period.

9.2      The duration of each Interest Period shall, save as otherwise provided
herein, be one, three or six months, in each case as the Borrower of the
Advance to which such Interest Period relates may by not less than five
business days' prior notice to the Agent select Provided that:

                 (i)      if such Borrower fails to give such notice of its
                          selection in relation to an Interest Period, the
                          duration of that Interest Period shall, subject to
                          paragraphs (ii) and (iii) below, be three months.

                 (ii)     any Interest Period which begins during or at the
                          same time as any other Interest Period shall (if the
                          Advances to which those Interest Periods relate are
                          in the same currency) end at the same time as that
                          other Interest Period; and

                 (iii)    any Interest Period which would otherwise end during
                          the month preceding, or extend beyond, a Reduction
                          Date or the Final Maturity Date shall be of such
                          duration that it shall end on such date.

10.      INTEREST

10.1     On the last day of each Interest Period (and in the case of an
Interest Period of a duration of six months or more, on the expiry of each
period of three months during such Interest Period) the relevant Borrower shall
pay accrued interest on the Advance to which such Interest Period relates.

10.2     The rate of interest applicable to an Advance from time to time during
an Interest Period relating thereto shall be the rate per annum which is the
sum of the Margin (and in the case of an Advance denominated in sterling the
Associated Cost Rate in respect thereof at such time) and LIBOR on the
Quotation Date therefor.

11.      ALTERNATIVE INTEREST RATES

11.1     If, in relation to an Advance at or about 11.00 a.m. on the Quotation
Date for an Interest Period in respect of such Advance:

                 (i)      the Agent was not offering to prime banks in the
                          London Interbank Market deposits in the currency in
                          which such Advance is to be denominated for the
                          proposed duration of such Interest Period; or

                 (ii)     before the close of business in London on the
                          Quotation Date for such Interest Period, the Agent
                          has been notified by each of a group of Banks to


                                     -18-
<PAGE>   30
                          whom in aggregate fifty-one (51) per cent or more of
                          the aggregate amount of Advances denominated in the
                          currency of such Advance is (or, if an Advance were
                          then to be made, would be) owed that the rate at
                          which such deposits were being so offered does not
                          reflect the cost to it of obtaining such deposits,

         then, notwithstanding the provisions of Clause 9:

                          (a)     if paragraph (i) above applies the duration
                                  of that Interest Period shall be one month
                                  or, if less, such that it shall end on the
                                  next succeeding Reduction Date or the Final
                                  Maturity Date as the case may be; and

                          (b)     the rate of interest applicable to each
                                  Bank's portion of the Advance to which such
                                  Interest Period relates from time to time
                                  during such Interest Period shall be the rate
                                  per annum which is the sum of the Margin
                                  (and, in the case of sterling, the Associated
                                  Costs Rate in respect thereof at such time)
                                  and the rate per annum notified to the Agent
                                  by such Bank before the last day of such
                                  Interest Period to be that which expresses as
                                  a percentage rate per annum the cost to such
                                  Bank of funding its portion of the Advance
                                  during such Interest Period from whatever
                                  sources it may reasonably select.

11.2     If (i) the event mentioned in paragraph (i) or (ii) in Clause 11.1
occurs or (ii) by reason of circumstances affecting the London Interbank Market
during any period of three consecutive business days the Agent was not offering
deposits in the currency in which an Advance is to be denominated to prime
banks in the London Interbank Market, then:

                 (i)      the Agent shall notify the Banks, the Sponsor and the
                          Borrowers of such event;

                 (ii)     if the Agent so requires, within five days of such
                          notification the Agent and the Sponsor and each
                          relevant Borrower shall enter into negotiations with
                          a view to agreeing a substitute basis (a) for
                          determining the rates of interest from time to time
                          applicable to the Advances and/or (b) upon which the
                          Advances may be maintained (whether in dollars or
                          sterling) thereafter and any such substitute basis
                          that is agreed shall take effect in accordance with
                          its terms and be binding on each party hereto;
                          Provided Always that the Agent may not agree any such
                          substitute basis without the prior consent of each
                          Bank; and

                 (iii)    if the Agent has required the Sponsor and any
                          Borrower to enter into such negotiations, the Agent
                          may declare (any such declaration to be binding on
                          the Borrowers) that each Advance shall become due and
                          payable on the last day of its then current Interest
                          Period unless by then a substitute basis has been
                          agreed upon in relation thereto.


                                     -19-
<PAGE>   31
                                     PART 5

                     REPAYMENT, CANCELLATION AND PREPAYMENT

12.      REPAYMENT

12.1     The Principal Borrowers shall, on the Final Maturity Date, repay or
procure the repayment by the   Borrowers of each Advance then outstanding.

12.2     On each Reduction Date the Principal Borrowers shall repay, or procure
the repayment by the Borrowers, of the amount or amounts by which, on that
Reduction Date, Advances under either of the Facilities exceed the Reduced
Amount of that Facility.

13.      REDUCTION, CANCELLATION AND PREPAYMENT

13.1     The amount of each of the Dollar Facility and the Sterling Facility
shall be reduced on each of the   Reduction Dates by an amount equal to ten per
cent. (10%) of the Facility Amount.

13.2     The Sponsor may, by giving to the Agent not less than thirty days'
prior notice to that effect, cancel   the whole or any part (being, in the case
of the Dollar Facility, an amount or integral multiple of $500,000 and, in the
case of the Sterling Facility, an amount or integral multiple of pound sterling
300,000)) of the Facilities. Any such cancellation shall reduce the Available
Dollar Commitment and/or the Available Sterling Commitment, as the case may be,
of the Banks rateably.

13.3     Any Borrower may, if it has given to the Agent not less than ten
business days prior notice to that  effect, prepay the whole of any Advance or
any part of any Advance (being an amount, in the case of  any Advance
denominated in dollars, of not less than $1,000,000 and an integral multiple of
$500,000, and in the case of any Advance denominated in sterling of not less
than pound sterling 600,000 and an integral multiple of pound sterling 300,000)
on the last day of any Interest Period relating to that Advance.

13.4     In the event any Mortgaged Vessel is sold or is or becomes or is
declared an actual or constructive or comprised or agreed total loss then the
relevant Borrower shall apply the proceeds of sale or insurance proceeds or any
requisition compensation in respect thereof:

                 (i)      first, where such Mortgaged Vessel was a GOMI Vessel
                          or an Additional Mortgaged Vessel by reference to the
                          value of which the Eligible Dollar Amount was
                          calculated, in repayment of Advances then outstanding
                          under the Dollar Facility, and where such Mortgaged
                          Vessel was a GNS Vessel or an Additional Mortgaged
                          Vessel by reference to the value of which the Eligible
                          Sterling Amount was calculated, in repayment of
                          Advances then outstanding under the Sterling Facility;
                          and

                 (ii)     second, in repayment any other Advances then
                          outstanding

such repayment to be effected on the last day of the Interest Period in respect
of Advances in the currency in which such proceeds are to be first applied
during which such proceeds are received or, if earlier, 120 days from the date
of total loss; Provided Always that if any such proceeds of sale or insurance
proceeds are recovered or requisition compensation received other than on the
last day


                                     -20-
<PAGE>   32
of any Interest Period the Agent shall, at the request of the Sponsor, retain
such proceeds of sale or insurance proceeds or requisition compensation, as the
case may be, in a suspense account with interest accruing thereon for the
account of the relevant Borrower at such rate as the Agent would pay in the
normal course of its business in respect of deposits of a like amount and for a
like term.

13.5     Any notice of cancellation or prepayment given by the Sponsor or any
Borrower pursuant to Clause 13.2 or 13.3 shall be irrevocable, shall specify
the date upon which such cancellation or prepayment is to be made and the
amount of such cancellation or prepayment and, in the case of a notice of
prepayment, shall oblige such Borrower to make such prepayment on such date.

13.6     If any Bank claims indemnification from the Principal Borrowers under
Clause 14.2 or Clause 16.1 and within thirty days thereafter the Agent receives
from the Sponsor at least fifteen days' prior notice (which shall be
irrevocable) of the Borrowers' intention to repay such Bank's share of the
Advances then outstanding, the Borrowers shall on the last day of each of the
then current Interest Period of each such Advance repay such Bank's portion of
such Advances.

13.7     A Bank for whose account a repayment is to be made under Clause 13.6
shall not be obliged to make any advances hereunder on or after the date upon
which the Agent receives the Borrowers' notice of their intention to repay such
Bank's share of the Advances then outstanding, on which date such Bank's
Available Dollar Commitment and Available Sterling Commitment shall each be
reduced to zero.

13.8     The Borrowers shall not repay all or any part of any Advance except at
the times and in the manner expressly provided for in this Agreement, but,
shall subject to the terms and conditions hereof, be entitled to reborrow any
amount repaid.


                                     -21-
<PAGE>   33
                                     PART 6

                            CHANGE IN CIRCUMSTANCES

14.      TAXES

14.1     All payments to be made any of the Borrowers to any person hereunder
shall be made free and clear of and without deduction for or on account of tax
unless such Borrower is required to make such a payment subject to the
deduction or withholding of tax, in which case the sum payable by such Borrower
in respect of which such deduction or withholding is required to be made shall
be increased to the extent necessary to ensure that, after the making of the
required deduction or withholding, such person receives and retains (free from
any liability in respect of any such deduction or withholding) a net sum equal
to the sum which it would have received and so retained had no such deduction
or withholding been made or required to be made.

14.2     Without prejudice to the provisions of Clause 14.1, if any person or
the Agent on its behalf is required to make any payment on account of tax (not
being a tax imposed on the net income of its Facility Office in the
jurisdiction in which it is incorporated or in which its Facility Office is
located) or otherwise on or in relation to any sum received or receivable by
such person or the Agent on its behalf hereunder (including, without
limitation, any sum received or receivable under this Clause 14) or any
liability in respect of any such payment is asserted, imposed, levied or
assessed against such person or the Agent on its behalf, the relevant Borrower
shall, upon demand of the Agent, promptly indemnify such person against such
payment or liability, together with any interest, penalties and expenses
payable or incurred in connection therewith.

14.3     A Bank intending to make a claim pursuant to Clause 14.2, it shall
notify the Agent of the event by reason of which it is entitled to make such
claim whereupon the Agent shall notify the relevant Borrower and the Sponsor
thereof Provided that nothing herein shall require any Bank to disclose any
confidential information relating to the organisation of its affairs.

15.      TAX RECEIPTS

15.1     If, at any time, any of the Borrowers is required by law to make any
deduction or withholding from any sum payable by it hereunder (or if thereafter
there is any change in the rates at which or the manner in which such
deductions or withholdings are calculated), such Borrower shall promptly notify
the Agent.

15.2     If any of the Borrowers makes any payment hereunder in respect of
which it is required to make any deduction or withholding, such Borrower shall
pay the full amount required to be deducted or withheld to the relevant
taxation or other authority within the time allowed for such payment under
applicable law and shall deliver to the Agent for each Bank, within thirty days
after it has made such payment to the applicable authority, an original receipt
(or a certified copy thereof) issued by such authority evidencing the payment
to such authority of all amounts so required to be deducted or withheld in
respect of such payment.


                                     -22-
<PAGE>   34
16.      INCREASED COSTS

16.1     If, by reason of (i) any change in law or in its interpretation or
administration and/or (ii) compliance with any request from or requirement of
any central bank or other fiscal, monetary or other authority (including,
without limitation, a request or requirement which affects the manner in which
a Bank or any holding company of such Bank is required to or does maintain
capital resources having regard to such Bank's obligations hereunder and to
amounts owing to it hereunder):

         (a)     a Bank or any holding company of such Bank incurs a cost as a
                 result of its having entered into and/or performing its
                 obligations under this Agreement and/or assuming or
                 maintaining a commitment under this Agreement and/or making
                 one or more Advances;

         (b)     a Bank or any holding company of such Bank is unable to obtain
                 the rate of return on its overall capital which it would have
                 been able to obtain but for its having entered into and/or
                 performing its obligations and/or assuming or maintaining a
                 commitment under this Agreement;

         (c)     there is any increase in the cost to a Bank or any holding
                 company of such Bank of funding or maintaining all or any of
                 the advances comprised in a class of advances formed by or
                 including the Advances; or

         (d)     a Bank or any holding company of such Bank becomes liable to
                 make any payment on account of tax or otherwise (not being a
                 tax imposed on the net income of its Facility Office by the
                 jurisdiction in which it is incorporated or in which its
                 Facility Office is located) on or calculated by reference to
                 the amount of the Advances and/or to any sum received or
                 receivable by it hereunder; or

         (e)     the Associated Costs Rate, as calculated hereunder, does not
                 represent the cost to any Bank of complying with the
                 requirements of the Bank of England in relation to its funding
                 or maintaining of Advances,

then the Principal Borrowers shall, from time to time on demand of the Agent,
promptly pay to the Agent for the account of that Bank amounts sufficient to
indemnify that Bank or any such holding company against, as the case may be,
(1) such cost, (2) such reduction in such rate of return (or such proportion of
such reduction as is, in the opinion of that Bank, attributable to its
obligations hereunder), (3) such increased cost (or such proportion of such
increased cost as is, in the opinion of that Bank, attributable to its funding
or maintaining Advances) or (4) such liability.

16.2     A Bank intending to make a claim pursuant to Clause 16.1, it shall
notify the Agent of the event by reason of which it is entitled to do so
whereupon the Agent shall notify the Sponsor thereof Provided that nothing
herein shall require any Bank to disclose any confidential information relating
to the Organisation of its affairs.


                                     -23-
<PAGE>   35
17.  ILLEGALITY

If, at any time, it is unlawful for a Bank to make, fund or allow to remain
outstanding all or any of the Advances, then that Bank shall, promptly after
becoming aware of the same, deliver to the Borrowers through the Agent a
certificate to that effect and:

                 (i)      such Bank shall not thereafter be obliged to make any
                          Advances and the amount of its Dollar Available
                          Commitment and its Sterling Available Commitment
                          shall be immediately reduced to zero; and

                 (ii)     if the Agent on behalf of such Bank so requires, the
                          Borrowers shall on such date as the Agent shall have
                          specified repay such Bank's share of each outstanding
                          Advance together with accrued interest thereon and
                          all other amounts owing to such Bank hereunder and
                          any repayment so made shall reduce rateably the
                          remaining obligations of the Borrowers under Clause
                          12.





                                     -24-
<PAGE>   36
                                     PART 7

                REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT

18.      REPRESENTATIONS

18.1     Each of the Borrowers represents that:

                 (i)      it is a corporation duly organised under the laws of
                          the Republic of Panama (in the case of GOMI and GOFE)
                          or England (in the case of GNS and GONS) with power
                          to enter into this Agreement and the Security
                          Documents to which it is a party and to exercise its
                          rights and perform its obligations hereunder and all
                          corporate and other action required to authorise its
                          execution of this Agreement and the Security
                          Documents to which it is a party and its performance
                          of its obligations hereunder has been duly taken;

                 (ii)     under the laws of its jurisdiction of incorporation
                          in force at the date hereof, it will not be required
                          to make any deduction or withholding from any payment
                          it may make hereunder;

                 (iii)    under the laws of its jurisdiction of incorporation
                          in force at the date hereof, the claims of the Agent
                          and the Banks against such Borrower under this
                          Agreement and under the Security Documents to which
                          it is a party will rank at least pari passu with the
                          claims of all its other unsecured creditors save
                          those whose claims are preferred solely by any
                          bankruptcy, insolvency, liquidation or other similar
                          laws of general application;

                 (iv)     in any proceedings taken in its jurisdiction of
                          incorporation in relation to this Agreement and the
                          Security Documents to which it is a party, it will
                          not be entitled to claim for itself or any of its
                          assets immunity from suit, execution, attachment or
                          other legal process;

                 (v)      in any proceedings taken in its jurisdiction of
                          incorporation in relation to this Agreement and any
                          of the Security Documents expressed to be governed by
                          English law, the choice of English law as the
                          governing law of this Agreement and such Security
                          Documents and any judgment obtained in England will
                          be recognised and enforced;

                 (vi)     save for the registration of the GNS Mortgages and
                          the GOMI Mortgages with the appropriate authorities,
                          all acts, conditions and things required to be done,
                          fulfilled and performed in order (a) to enable it
                          lawfully to enter into, exercise its rights under and
                          perform and comply with the obligations expressed to
                          be assumed by it in this Agreement, (b) to ensure
                          that the obligations expressed to be assumed by it in
                          this Agreement and the Security Documents are legal,
                          valid and binding and (c) to make this Agreement and
                          the Security Documents admissible in evidence in its
                          jurisdiction of incorporation have been done,
                          fulfilled and performed;


                                     -25-
<PAGE>   37
                 (vii)    under the laws of its jurisdiction of incorporation
                          in force at the date hereof, it is not necessary that
                          this Agreement and the Security Documents, other than
                          the GNS Mortgages and the GOMI Mortgages, the Share
                          Pledges and any deed of covenant or assignment of
                          earnings and insurance collateral thereto be filed,
                          recorded or enrolled with any court or other
                          authority in such jurisdiction or that any stamp,
                          registration or similar tax be paid on or in relation
                          to this Agreement or any Security Document; and

                 (viii)   the obligations expressed to be assumed by it in this
                          Agreement and the Security Documents to which it is a
                          party are its legal, valid and binding obligations.

18.2     Each of the Borrowers further represents that:

                 (i)      no member of the Group has taken any corporate action
                          nor have any other steps been taken or legal
                          proceedings been started or (to the best of the
                          Borrowers' knowledge and belief) threatened against
                          any member of the Group for its winding-up,
                          dissolution, administration or re-organisation or for
                          the appointment of a receiver, administrator,
                          administrative receiver, trustee or similar officer
                          of it or of any or all of its assets or revenues;

                 (ii)     no member of the Group is in breach of or in default
                          under any agreement to which it is a party or which
                          is binding on it or any of its assets to an extent or
                          in a manner which might have a Material Adverse
                          Effect on the business or financial condition of any
                          member of the Group;

                 (iii)    no action or administrative proceeding of or before
                          any court or agency which might have a Material
                          Adverse Effect on the business or financial condition
                          of any member of the Group has been started or
                          threatened;

                 (iv)     it and (to the best of its knowledge) its
                          Environmental Affiliates have complied with the
                          provisions of all applicable Environmental Laws,
                          except where non-compliance does not and will not
                          have a Material Adverse Effect;

                 (v)      it and (to the best of its knowledge) its
                          Environmental Affiliates have obtained all requisite
                          Environmental Approvals and are in compliance with
                          such Environmental Approvals, except where the
                          failure to obtain or comply with any such
                          Environmental Approvals does not and will not have a
                          Material Adverse Effect;

                 (vi)     neither it nor (to the best of its knowledge) its
                          Environmental Affiliates has received notice of any
                          Environmental Claim that alleges that it or any of
                          its Environmental Affiliates are not in compliance
                          with applicable Environmental Laws or Environmental
                          Approvals, where such non-compliance has or will
                          have a Material Adverse Effect;

                 (vii)    there is no Environmental Claim pending or
                          threatened, to the best of its knowledge, that has or
                          will have a Material Adverse Effect;


                                     -26-
<PAGE>   38
                 (viii)   there has been no Release of Material of
                          Environmental Concern except where such event does
                          not and will not have a Material Adverse Effect;

                 (ix)     all of the written information supplied by any member
                          of the Group to the Agent and the Banks in connection
                          herewith is true, complete and accurate in all
                          material respects and it is not aware of any material
                          facts or circumstances that have not been disclosed
                          to the Agent and the Banks and which might, if
                          disclosed, adversely affect the decision of a person
                          considering whether or not to provide finance to the
                          Borrowers;

                 (x)      the Sponsor is directly or indirectly, the sole legal
                          and beneficial owner of the entire share capital of
                          each of the Principal Borrowers; and

                 (xi)     save for the Christiania Mortgages and any security
                          documents related or collateral thereto and any
                          encumbrance created pursuant to the provisions of
                          Clause 21.2(iii), no encumbrance exists over all or
                          any of the present or future revenues or assets of
                          any member of the Group.

18.3     Each of the Borrowers further represents that:

                 (i)      the execution by each Borrower of this Agreement and
                          of each Security Document to which it is a party and
                          each Borrower's exercise of its rights and
                          performance of its obligations hereunder will not
                          result in the existence of nor oblige any member of
                          the Group to create any encumbrance over all or any
                          of its present or future revenues or assets: except,
                          insofar as the same may arise pursuant to the
                          Security Documents;

                 (ii)     the execution by each Borrower of this Agreement and
                          each Borrowers' exercise of its rights and
                          performance of its obligations hereunder do not and
                          will not:

                          (a)     conflict with any agreement, mortgage, bond
                                  or other instrument or treaty to which any
                                  Borrower is a party or which is binding upon
                                  it or any of its assets;

                          (b)     conflict with any Borrowers constitutive
                                  documents and rules and regulations; or

                          (c)     conflict with any applicable law, regulation
                                  or official or judicial order; and

                 (iii)    the execution by each Borrower of this Agreement
                          constitutes, and such Borrower's exercise of its
                          rights and performance of its obligations hereunder
                          will constitute, private and commercial acts done and
                          performed for private and commercial purposes.

18.4     GOFE represents that it, and each of the other parties thereto are in
compliance with all their obligations under each of the charters relating to
the GOMI Vessels, and GONS represents that it and


                                     -27-
<PAGE>   39
BRITISH GAS are in compliance with all their obligations under the charter
relating to the m.v. "Highland Sprite" and none of the parties to such charters
have cancelled or repudiated or sought to terminate, cancel or repudiate their
obligations thereunder.

18.5     GONS represents that:

                 (i)      the Building Contract is in full force and effect and
                          has not been amended since 29 December 1994 and is
                          enforceable against the Contractor in accordance 
                          with its terms; and

                 (ii)     neither it nor the Contractor is in breach of or
                          default under the Building Contract.

19.      FINANCIAL INFORMATION

19.1     The Sponsor shall, or shall procure that, the Principal Borrowers
shall:

                 (i)      as soon as the same become available, but in any
                          event within 120 days after the end of each of its
                          financial years, deliver to the Agent in sufficient
                          copies for the Banks the audited consolidated
                          financial statements of the Group and each of the
                          Principal Borrowers for such financial year;

                 (ii)     as soon as the same become available, but in any
                          event within 60 days after the end of each of its
                          financial quarter years, deliver to the Agent in
                          sufficient copies for Banks the consolidated
                          financial statements of the Group, each of the
                          Principal Borrowers and the GMM Group for such
                          period; and

                 (iii)    from time to time on the request of the Agent,
                          furnish the Agent with such information about the
                          business and financial condition of the Group as the
                          Agent may reasonably require (including, but without
                          limitation, such further information as the Agent may
                          from time to time require in order to enable it to
                          ascertain where the obligations as set out in Clause
                          20 are complied with.

19.2     The Sponsor and each of the Principal Borrowers shall ensure that:

                 (i)      each set of financial statements delivered by it
                          pursuant to Clause 19.1 is prepared on the same basis
                          as was used in the preparation of its Original
                          Financial Statements and in accordance with
                          accounting principles generally accepted in the
                          United States and/or the United Kingdom and
                          consistently applied;

                 (ii)     each set of financial statements delivered by it
                          pursuant to Clause 19.1 is certified by a duly
                          authorised officer of the Sponsor as giving a true
                          and fair view of the financial condition of the Group
                          as at the end of the period to which those financial
                          statements relate and of the results of the Group's
                          operations during such period; and


                                     -28-
<PAGE>   40
                 (iii)    each set of financial statements delivered by it
                          pursuant to paragraph (i) of Clause 19.1 has been
                          audited by auditors acceptable to the Agent.

20.      FINANCIAL CONDITION AND SECURITY COVERAGE

20.1     Each of the Principal Borrowers shall ensure that at all times the
consolidated financial condition of the GMM Group, as evidenced by the
Sponsor's and the Principal Borrower's then most recent audited annual
consolidated financial statements and in the case of paragraph (iv) below the
then most recent quarterly financial statements delivered pursuant to Clause
19.1(ii) (each as adjusted, as the Agent may consider appropriate, to take
account of any changes in circumstances which occur after the date as of which
such audited annual consolidated financial statements or, as the case may be,
quarterly financial statements, were prepared), shall be such that:

                 (i)      the ratio of Current Assets to Current Liabilities
                          shall exceed 1.15:1;

                 (ii)     the ratio of Total Liabilities to Tangible Equity
                          shall not exceed 1.75:1;

                 (iii)    the aggregate of Tangible Equity and Subordinated
                          Debt shall be equal to or exceed $29,000,000;

                 (iv)     for the twelve month period preceding the date as of
                          which such financial statements were prepared, the
                          ratio of Gross Revenues to Operating Expenses shall
                          be equal to or exceed 1.75:1.

20.2     Each of the Borrowers shall at all times ensure that Freely Available
Liquid Resources exceed $1,500,000.

20.3     Each of the Principal Borrowers shall ensure at all times that the
aggregate of:

                 (i)      gross revenues received in respect of the charter,
                          lease or hire of any of the Mortgaged Vessels during
                          the preceding six months; and

                 (ii)     the projected gross revenues from any unconditional
                          committed charter, lease or agreement to hire of any
                          of the Mortgaged Vessels for the succeeding six
                          months

         shall be equal to or exceed $5,000,000.

20.4     In this Clause 20:

                 (i)      "CURRENT ASSETS" means the aggregate of all of the
                          assets of each member of the GMM Group, other than
                          monies due or to become due from another member of
                          the GMM Group, which would, in accordance with
                          generally accepted accounting practice in the U.S.
                          consistently applied, be classified as current
                          assets, all as shown on the latest financial
                          statements delivered in accordance with Clause 19.1;


                                     -29-
<PAGE>   41
                 (ii)     "CURRENT LIABILITIES" means at any particular time
                          the aggregate of the obligations of each member of
                          the GMM Group to pay money other than (a) repayment
                          obligations in respect of Advances made hereunder
                          falling due within a six month period from the date
                          at which such liabilities are calculated and (b)
                          monies due or to become due to other members of the
                          GMM Group, which would, in accordance with generally
                          accepted accounting practice in the U.S.
                          consistently applied, be classified as current
                          liabilities, all as shown on the Sponsor's latest
                          financial statements delivered in accordance with
                          Clause 19.1;

                 (iii)    "FREELY AVAILABLE LIQUID RESOURCES" means the
                          aggregate of any cash and deposits in any
                          jurisdiction from which funds are freely
                          transferable, denominated in freely convertible and
                          transferable currencies (placed in a prime bank or
                          reputable financial institution) then solely legally
                          and beneficially owned by any of the Borrowers and
                          free from encumbrances;

                 (iv)     "GROSS REVENUES" means in respect of the GMM Group
                          and in respect of any period of time the aggregate of
                          the following items (all ascertained on a before tax
                          basis and without double counting):

                          (a)     the revenues received or receivable by the
                                  GMM Group during such period in respect of
                                  the charter; use or operation of any
                                  Mortgaged Vessel;

                          (b)     all compensation or other consideration
                                  received or receivable by any member of the
                                  GMM Group during such period from any person
                                  on account of any requisition for hire of any
                                  Mortgaged Vessel;

                          (c)     any and all proceeds of insurances relating
                                  to revenue claims received or receivable by
                                  any member of the GMM Group during such
                                  period in respect of any Mortgaged Vessel;

                          (d)     any other amounts received or receivable by
                                  any member of the GMM Group during such
                                  period which the Agent has agreed may be
                                  taken into account in calculating the Gross
                                  Revenues for such period,

                 (v)      "OPERATING EXPENSES" means in respect of the GMM
                          Group and in respect of any period of time the
                          aggregate of the following items (all ascertained on
                          a before tax basis and without double counting):

                          (a)     all management fees paid or payable by any
                                  member of the GMM Group during, or which are
                                  attributable to, such period in connection
                                  with the management of any of the Mortgaged
                                  Vessels; and

                          (b)     all administrative, operating and overhead
                                  costs and expenses paid or payable by any
                                  member of the GMM Group in connection with
                                  any of the Mortgaged Vessels during, or which
                                  are attributable to, such period (other than,
                                  for the avoidance of doubt, items relating to
                                  depreciation or amortisation),


                                     -30-
<PAGE>   42
                          but only to the extent, in the case of (a) and (b)
                          hereof, that such items are non-capital items and are
                          deductible from revenues under generally accepted
                          accounting principles in the United States and/or the
                          United Kingdom consistently applied;

                 (vi)     "TOTAL LIABILITIES" means at any particular time the
                          aggregate of the obligations of each member of the
                          GMM Group on a consolidated basis for the payment of
                          monies whether borrowed or not and whether due or to
                          become due which would, in accordance with generally
                          accepted accounting practice in the U.S. consistently
                          applied, be classified as liabilities (including, for
                          the avoidance of doubt, liabilities in respect of
                          lease or hire purchase contracts, contracts of
                          charter and contracts of guarantee), other than
                          monies due or to become due to any other member of
                          the GMM Group;

                 (vii)    "TANGIBLE EQUITY" means at any particular time the
                          aggregate of the amounts paid up or credited as paid
                          up in respect of the Principal Borrowers' share
                          capital and the aggregate amount of capital and
                          reserves of the Principal Borrowers including, but
                          not limited to any credit balance standing to the
                          consolidated profit and loss account of the GMM
                          Group;

                          but deducting

                          (a)     any debit balance standing to the
                                  consolidated profit and loss account of the
                                  GMM Group; and
 
                          (b)     any intangible asset, including (for the 
                                  avoidance of doubt) goodwill

                          but shall exclude the cumulative amount of any
                          translation or transaction adjustments as required to
                          be deducted from or added to equity but excluded from
                          the determination of consolidated profit and loss in
                          accordance with accounting principles generally
                          accepted in the United States;

                 (viii)   "SUBORDINATED DEBT" means any indebtedness of any of
                          the Borrowers which is subordinated, in a manner and
                          to an extent satisfactory to the Agent, to the
                          indebtedness of the Borrowers under this Agreement.

20.5     All expressions used in the definitions of this Clause 20 which are
not otherwise defined herein shall be construed in accordance with generally
accepted accounting principles in the United States of America (as used in the
Sponsor's most recent audited annual consolidated financial statements).

20.6     If the Agent at any time determines that the aggregate of the Market
Value of each of the Mortgaged Vessels as determined by reference to the most
up-to-date valuation of the Mortgaged Vessels delivered pursuant to the
provisions of Clause 21.1(v) is less than 175% of the aggregate amount of all
Advances then outstanding (or the dollar equivalent thereof) (such requirement
being the "Required Security Coverage") then the Principal Borrowers shall
within ten business days after a request therefor from the Agent either;


                                     -31-

<PAGE>   43
(a)      prepay an amount of the Advance or Advances then outstanding which
         shall be applied prorata in prepayment thereof, together with interest
         thereon and any amounts falling due under Clause 25.4 as a result of
         such prepayment; or

(b)      provide additional security as may be acceptable to the Agent such 
         that the Required Security Coverage is met.

21       COVENANTS

21.1     Each of the Borrowers shall:

                 (i)      and shall ensure that each other Borrower shall,
                          obtain, comply with the terms of and do all that is
                          necessary to maintain in full force and effect all
                          authorisations, approvals, licences and consents
                          required in or by the laws and regulations of its
                          jurisdiction of incorporation to enable it lawfully
                          to enter into and perform its obligations under this
                          Agreement and each of the Security Documents or to
                          ensure the legality, validity, enforceability or
                          admissibility in evidence in its jurisdiction of
                          incorporation of this Agreement and each of the
                          Security Documents;

                 (ii)     without prejudice to the specific requirements of the
                          Security Documents procure that each member of the
                          GMM Group maintains insurances on and in relation to
                          its business and assets with reputable underwriters
                          or insurance companies against such risks and to such
                          extent as is usual for companies carrying on a
                          business such as that carried on by such member of
                          the GMM Group whose practice is not to self insure;

                 (iii)    promptly inform the Agent of the occurrence of any
                          Event of Default or Potential Event of Default and,
                          upon receipt of a written request to that effect from
                          the Agent, confirm to the Agent that, save as
                          previously notified to the Agent or as notified in
                          such confirmation, no Event of Default or Potential
                          Event of Default has occurred;

                 (iv)     without prejudice to the priority afforded by any
                          mortgage and deed of covenant or assignment
                          collateral thereto securing the obligations of the
                          Borrowers hereunder ensure that at all times the
                          claims of the Agent and the Banks against it under
                          this Agreement rank at least pari passu with the
                          claims of all its other unsecured creditors save
                          those whose claims are preferred by any bankruptcy,
                          insolvency, liquidation or other similar laws of
                          general application;

                 (v)      at the request of the Agent, deliver to the Agent or
                          procure the delivery to the Agent of up-to-date
                          valuations of the Vessels prepared at the sole cost
                          and expense of the Borrowers, showing the Market
                          Value of each of the Mortgaged Vessels;


                                     -32-
<PAGE>   44
                 (vi)     ensure that the Mortgaged Vessels are maintained in
                          good working order and condition and in any event in
                          such condition as enables them to maintain the
                          classification American Bureau of Shipping AI AMS or
                          to an equivalent classification acceptable to the
                          Agent free from all notations and recommendations
                          which have not been complied with within any
                          applicable time limit and ensure that such
                          classification is maintained;

                 (vii)    comply with all applicable Environmental Laws
                          including, without limitation, requirements relating
                          to the establishment of financial responsibility (and
                          shall require that all Environmental Affiliates of
                          the Borrowers comply with all applicable
                          Environmental Laws and obtain and comply with all
                          required Environmental Approvals, which Environmental
                          Laws and Environmental Approvals relate to any of the
                          Mortgaged Vessels or their operation or their
                          carriage of cargo), except where such non-compliance
                          does not or will not have a Material Adverse Effect;

                 (viii)   upon the request of the Agent, conduct and complete
                          all investigations, studies, sampling, audits and
                          testings reasonably required by any known (or
                          threatened) Release of Material of Environmental
                          Concern that has or will have a Material Adverse
                          Effect;

                 (ix)     promptly upon the occurrence of either of the
                          following events, provide to the Agent a certificate
                          of an officer of the Sponsor specifying in detail the
                          nature of such event and the proposed response of the
                          relevant Borrower or its Environmental Affiliate
                          concerned:

                          (a)     the receipt by any of the Borrowers or any
                                  Environmental Affiliate (where the relevant
                                  Borrower has knowledge of such receipt) of
                                  any Environmental Claim which has or will
                                  have a Material Adverse Effect; or

                          (b)     any actual or threatened Release of Material
                                  of Environmental Concern which has or will
                                  have a Material Adverse Effect,

                          and upon the written request by the Agent submit to
                          the Agent in sufficient copies for the Banks, at
                          reasonable intervals, a report updating the status of
                          any occurrence of an Environmental Claim or a Release
                          of Material of Environmental Concern, that has or
                          will have a Material Adverse Effect;

                 (x)      maintain the registration of the Mortgaged Vessels
                          under the laws and flag under which they are
                          currently maintained (or in the case of the m.v. "Sem
                          Courageous" and the m.v. "Sem Valiant" under the laws
                          and flag of Malaysia) and not cause or permit to be
                          done any act or omission whereby their registration
                          as such would or might be defeated or imperilled or
                          which might result in such Mortgaged Vessels being
                          required to be registered under any other flag and
                          registered with the appropriate authorities;


                                     -33-
<PAGE>   45
                 (xi)     permit the Agent on reasonable notice to inspect the
                          Mortgaged Vessels and their logs;

                 (xii)    from time to time on being required to do so by the
                          Agent, do or procure the doing of all such acts and
                          execute or procure the execution of all such
                          documents as the Agent may reasonably consider
                          necessary for giving full effect to each of the
                          Security Documents or for securing to the Banks the
                          full benefit of the rights, powers and remedies
                          intended to be conferred upon the Agent or the
                          Security Trustee pursuant to the Security Documents;

                 (xiii)   at all times ensure that the Principal Borrowers are,
                          subject to the rights conferred by the Share Pledges,
                          the sole beneficial owners of the entire issued share
                          capital of each of the Permitted Borrowers and each
                          Additional Borrower;

                 (xiv)    commencing from the date hereof and thereafter no
                          later than 14 days from and inclusive of each of 30th
                          September, 31st December, 30th March and 30th June
                          deliver to the Agent in sufficient copies for the
                          Banks a schedule in form and substance satisfactory
                          to the Agent detailing Fixed Asset Investments
                          exceeding $50,000 made by any of the Borrowers in the
                          three months proceeding the date upon which such
                          schedule is delivered;

                 (xv)     no later than 14 days from and inclusive of 31st
                          March, 30th June, 30th September and 31st December in
                          each calendar year, furnish the Agent in sufficient
                          copies for the Banks with a report in form and
                          substance satisfactory to the Agent and at the cost
                          of the Borrowers, relating to the status, employment,
                          earnings and location of the Mortgaged Vessels as at
                          the date upon which such report is furnished in
                          respect of the period elapsing since the previous
                          such report, if any;

                 (xvi)    forthwith upon the request of the Agent, charge,
                          pledge or otherwise encumber in favour of the
                          Security Trustee pursuant to a security document in
                          form and substance satisfactory to the Agent any
                          account into which Approved Charter Earnings are
                          paid;

                 (xvii)   at the reasonable request of the Agent, and subject
                          to the Sponsors prior consent enter into, interest
                          rate and currency hedging agreements with the Hedge
                          Counterparty or such other counterparty as the Agent
                          may agree, such agreement not to be unreasonably
                          withheld, for the purpose of minimising currency and
                          interest rate exposure;

                 (xviii)  GMM Group shall deliver promptly to the Agent a
                          monthly report (in a format to be agreed with the
                          Agent) concerning the status, technical issues, cost
                          overruns and charge orders relating to the
                          refurbishment of the Newbuild under the Building
                          Contract; and

                 (xix)    GMM Group shall, as soon as it becomes available, but
                          in any event within 14 days of the completion of the
                          works to be undertaken pursuant to the


                                     -34-

<PAGE>   46
                          Building Contract deliver to the Agent evidence
                          satisfactory to the Agent that the Newbuild is
                          classified with Det norske Veritas with class +1 A1,
                          SF, EO free from any recommendation or requirement
                          that has not been complied with in accordance with
                          its terms.

21.2     None of the Borrowers shall, and the Principal Borrowers shall ensure
         that no member of the GMM Group shall, without the prior written
         consent of an Instructing Group:

                 (i)      in respect of the period commencing on the date
                          hereof and ending on 31 December 1996 pay, make or
                          declare any dividend or other distribution in respect
                          of any financial year of such member of the GMM
                          Group; and

                 (ii)     in respect of the period commencing on 1 January 1997
                          pay, make or declare any dividend or other such
                          distribution unless:-

                          immediately thereafter Freely Available Liquid
                          Resources exceeds the aggregate of:

                          (aa)    $2,000,000; and

                          (bb)    an amount equal to the sum of the payment
                                  obligations of the Borrowers in respect of
                                  principal and interest payable hereunder due
                                  or to be paid within the six months
                                  succeeding such time;

                          PROVIDED ALWAYS that in no circumstance shall the
                          amount of any such payment, dividend or distribution
                          exceed the Profits After Tax of the such member of
                          the GMM Group for such financial year;

                 (iii)    incur expenditure in respect of any management fees
                          payable other than management fees payable to the
                          Sponsor in such amount as the Agent, may agree having
                          regard to the annual budget and operating expenses of
                          the Sponsor;

                 (iv)     create or permit to subsist any encumbrance over all
                          or any of its present or future revenues or assets
                          except:-

                          (a)     pursuant to the Security Documents; or

                          (b)     any encumbrance imposed by law, such as
                                  carrier's, warehouseman's, mechanics' liens
                                  and other similar liens arising in the
                                  ordinary course of business or permitted
                                  under the terms of the Security Documents; or

                          (c)     any encumbrance over assets acquired after
                                  the date hereof otherwise than from any other
                                  Borrower and which encumbrance is in
                                  existence prior to such acquisition or is
                                  created in order to secure indebtedness
                                  incurred in respect of such acquisition;


                                     -35-
<PAGE>   47
                          (d)     the Christiania Mortgages; or

                          (e)     a floating charge over the corporate accounts
                                  maintained by the Principal Borrowers or
                                  either of them with the Agent, securing
                                  obligations arising under the Short Term
                                  Facility;

                 (v)      make any loans, grant any credit (save in the
                          ordinary course of business) or give any guarantee or
                          indemnity (except as required hereby) to or for the
                          benefit of any person or otherwise voluntarily assume
                          any liability, whether actual or contingent, in
                          respect of any obligation of any other person;

                 (vi)     issue any further shares or alter any rights
                          attaching to its issued shares in existence at the
                          date hereof other than by GONS to GNS in exchange for
                          the shareholding of GNS in Dianne Operating Limited;

                 (vii)    save as otherwise provided herein (disregarding sales
                          of stock in trade in the ordinary course of business
                          and sales of Mortgaged Vessels or other assets for
                          amounts not less than eighty per cent. of the Market
                          Value of such Mortgaged Vessel) sell, lease, transfer
                          or otherwise dispose of, by one or more transactions
                          or series of transactions (whether related or not),
                          the whole or any part (the book value of which is
                          thirty per cent. or more of the book value of the
                          whole) of its revenues or its assets;

                 (viii)   incur any indebtedness for borrowed money other than
                          pursuant to this Facility and the Short Tenn Facility
                          in excess of $50,000 or its equivalent in other
                          currencies; save to the extent that such indebtedness
                          is owed to other members of the Group and is
                          subordinated to the obligations of the Borrowers
                          hereunder, and under each of the Security Documents
                          to which it is a party, on terms acceptable to the
                          Agent or is secured by encumbrances of the nature
                          referred to in Clause 21.2(iii)(c) or the Christiania
                          Mortgages;

                 (ix)     carry on or engage in or be concerned with any
                          business or activities except insofar as they relate
                          to the ownership and operation of the Mortgaged
                          Vessels and other vessels engaged in similar
                          activities and activities relating thereto or
                          otherwise relate to the undertaking and assets of
                          the offshore supply division of BP Shipping Limited;

                 (x)      merge, demerge or consolidate with any person;

                 (xi)     undertake in any twelve month period any expenditure
                          of a capital nature without the Agent's consent save
                          insofar as such expenditure relates to:-

                          (a)     any single Fixed Asset Investment which does
                                  not exceed:

                                  (i)      $100,000 in respect of the GOMI
                                           Vessels;

                                  (ii)     $150,000 in respect of each of the
                                           m.v. Highland Sprite and m.v.
                                           Highland Legend; and


                                     -36-
<PAGE>   48
                                  (iii)    $250,000 in respect of each of the
                                           BP Fleet Vessels, the m.v. Highland
                                           Star, the m.v. Highland Pride, the
                                           Christiania Newbuild and the
                                           Newbuild;

                          (b)     more than one Fixed Asset Investment the
                                  amounts of which, when aggregated do not
                                  exceed $500,000.

21.3     The Sponsor shall at all times remain subject to such rights as may be
conferred by the Share Pledges the sole beneficial owner free from all
encumbrances, of the entire issued share capital of each member of the GMM
Group.

21.4     The Sponsor shall not, save with the consent of the Agent or pursuant
to the Short Term Facility, give any guarantee or indemnity to or for the
benefit of any person or otherwise voluntarily assume any liability, whether
actual or contingent, in respect of any obligation of any other person
Provided always that this Clause 21.4 shall not apply to (i) the guarantee
issued by the Sponsor in favour of the Southwest Bank of Texas N.A. in respect
of indebtedness incurred by Ercon Development Co. ("Ercon") up to a maximum
aggregate principal amount of $500,000 or (ii) any bid or performance bond
issued by the Sponsor at the request of Ercon up to a maximum aggregate amount
of $500,000

21.5     GNS will ensure that upon the delivery of the Newbuild the legal and
beneficial owner (whether registered as such or not in any title or other
registry (the "Owner")) of the Newbuild shall execute in favour of the Security
Trustee

         (a)     a first priority mortgage of the Owner's right, title and
                 interest in and to the Newbuild;

         (b)     a first priority assignment of the Owner's right, title and
                 interest in and to the earnings attributable to the Newbuild;

         (c)     a first priority assignment of the Owner's right, title and
                 interest in and to the insurances attributable to the
                 Newbuild;

         (d)     if the Owner is not already an Obligor, a supplement to this
                 Agreement whereby inter alia the Owner becomes and is treated
                 for all purposes as a Guarantor; and

         (e)     a report, issued by an independent person, (being an insurance
                 broker and/or insurance consultant), addressed to the Agent
                 confirming that insurances effected in respect of the Newbuild
                 are adequate.

22.      EVENTS OF DEFAULT

22.1     If:

                 (i)      any of the Borrowers fails to pay any sum due from it
                          hereunder or under the Master Agreement or any
                          Security Document at the time, in the currency and in
                          the manner specified herein or therein or if such
                          failure results solely from


                                     -37-
<PAGE>   49
                          technical or administrative difficulties relating to
                          the transfer of such sums, such failure is not
                          remedied within three days;

                 (ii)     any representation or statement made by any of the
                          Borrowers in this Agreement or under any Security
                          Document or in any notice or other document,
                          certificate or statement delivered by it pursuant
                          hereto or thereto or in connection herewith is or
                          proves to have been incorrect or misleading when
                          made; or

                 (iii)    any of the Borrowers or the Sponsor fails duly to
                          perform or comply with any of the obligations
                          expressed to be assumed by it in Clauses 19, 20 or 21
                          hereof or in the Master Agreement or duly to effect
                          insurance of the Mortgaged Vessels or any of them in
                          accordance with the applicable provisions of the
                          Security Documents; or

                 (iv)     any of the Borrowers fails duly to perform or comply
                          with any other obligation expressed to be assumed by
                          it in this Agreement or under any Security Document
                          and such failure is not remedied within fourteen days
                          after the Agent has given notice thereof to such
                          Borrower; or

                 (v)      any of the Borrowers is in breach of any of its
                          obligations under any of the Approved Charters or any
                          of the Borrowers seeks to cancel, terminate or
                          repudiate any of the Approved Charters without the
                          prior consent of the Agent; or

                 (vi)     any indebtedness of the Sponsor or any member of the
                          GMM Group (other than indebtedness due to trade
                          creditors incurred in the normal course of business
                          of the Sponsor or such member of the GMM Group which
                          is disputed in good faith and by appropriate
                          proceedings diligently conducted) is not paid when
                          due or within any applicable grace period, any
                          indebtedness of the Sponsor or any member of the GMM
                          Group is declared to be or otherwise becomes due and
                          payable prior to its specified maturity or any
                          creditor or creditors of the Sponsor or any member of
                          the GMM Group become entitled to declare any
                          indebtedness of the Sponsor or such member of the GMM
                          Group due and payable prior to its specified
                          maturity; or

                 (vii)    in any period of twelve months commencing from the
                          date hereof any judgments or judicial orders or
                          arbitration awards are made against any of the
                          Borrowers in an amount or an aggregate amount in
                          excess of $750,000 (or the equivalent in any other
                          currency) (other than any judgment, judicial order or
                          arbitration award as to which, and only to the extent
                          that, a reputable company or other surety, in either
                          case acceptable to the Agent, has acknowledged
                          coverage of such judgment, judicial order or
                          arbitration award in writing) and,

                          (a)     any such judgment, judicial order or
                                  arbitration award has not been stayed,
                                  discharged, paid, bonded or vacated within 30
                                  days or such longer period as may be agreed
                                  by the Agent; or


                                     -38-
<PAGE>   50
                          (b)     enforcement proceedings have been commenced
                                  by any creditor on any such judgment,
                                  judicial order or arbitration award;

                 (viii)   the Sponsor or any member of the GMM Group is unable
                          to pay its debts as they fall due, commences
                          negotiations with any one or more of its creditors
                          with a view to the general readjustment or
                          rescheduling of its indebtedness or makes a general
                          assignment for the benefit of or a composition with
                          its creditors; or

                 (ix)     (otherwise than for the purpose of a reconstruction
                          on terms previously approved by the Agent) the
                          Sponsor or any member of the GMM Group takes any
                          corporate action or other steps are taken or legal
                          proceedings are started for its winding-up,
                          dissolution, administration or re-organisation or
                          for the appointment of a receiver, administrator,
                          administrative receiver, trustee or similar officer
                          of it or of any or all of its revenues and assets; or

                 (x)      any execution or distress is levied against, or an
                          encumbrancer takes possession of the whole or any
                          material part of, the property, undertaking or assets
                          of the Sponsor or any member of the GMM Group; or

                 (xi)     by or under the authority of any government, (a) the
                          management of the Sponsor or any member of the GMM
                          Group is wholly or partially displaced or the
                          authority of the Sponsor or any member of the GMM
                          Group in the conduct of its business is wholly or
                          partially curtailed or (b) all or a majority of the
                          issued shares of the Sponsor or any member of the GMM
                          Group or the whole or any part (the book value of
                          which is twenty per cent. or more of the book value
                          of the whole) of its revenues or assets is seized,
                          nationalised, expropriated or compulsorily acquired;
                          or

                 (xii)    subject to the rights conferred by the Share Pledges,
                          the Sponsor ceases to be the sole legal and
                          beneficial owner of the entire share capital of the
                          Principal Borrowers; or

                 (xiii)   the Principal Borrowers cease to be the beneficial
                          owner of the entire issued share capital of each of
                          the Permitted Borrowers and any Additional Borrower;

                 (xiv)    save as provided in Clause 21.1(ix) any member of the
                          GMM Group ceases to carry on the business it carries
                          on at the date hereof or enters into any new type of
                          business; or

                 (xv)     the Sponsor or any of the Borrowers repudiates this
                          Agreement or any Security Document to which it is a
                          party or does or causes to be done any act or thing
                          evidencing an intention to repudiate this Agreement
                          or any such Security Document; or

                 (xvi)    at any time any act, condition or thing required to
                          be done, fulfilled or performed in order (a) to
                          enable the Sponsor or any of the Borrowers


                                     -39-
<PAGE>   51
                          lawfully to enter into, exercise its rights under and
                          perform the obligations expressed to be assumed by it
                          in this Agreement and the Security Documents to which
                          it is a party, (b) to ensure that the obligations
                          expressed to be assumed by the Sponsor or any of the
                          Borrowers in this Agreement and the Security
                          Documents to which it is a party are legal, valid and
                          binding or (c) to make this Agreement and the
                          Security Documents to which it is a party admissible
                          in evidence in any Borrower's jurisdiction of
                          incorporation is not done, fulfilled or performed; or

                 (xvii)   at any time any of the security interests constituted
                          by any of the Security Documents ceases to constitute
                          valid and perfected first priority security
                          interests;

                 (xviii)  at any time it is or becomes unlawful for the Sponsor
                          or any of the Borrowers to perform or comply with any
                          or all of its obligations hereunder or under any of
                          the Security Documents to which it is a party or any
                          of the obligations of the Sponsor or any of the
                          Borrowers hereunder or under any of the Security
                          Documents to which it is a party are not or cease to
                          be legal, valid and binding; or

                 (xix)    (a) any circumstances arise which give grounds in the
                          reasonable opinion of the Agent for belief that the
                          Sponsor or any of the Borrowers may not (or may be
                          unable to) perform or comply with its obligations
                          hereunder, or any of the Security Documents to which
                          it is a party (b) the Agent shall have given to the
                          Sponsor notice that it is of such opinion setting out
                          in reasonable detail the grounds upon which such
                          opinion is based and (c) after having given due
                          regard to any representation made by the Sponsor
                          during the period of ten days after the giving of
                          such notice by the Agent, the Agent is of the same
                          opinion upon the expiration of such period,

then, and in any such case and at any time thereafter, the Agent may (and, if
so instructed by an Instructing Group, shall) by written notice to the Sponsor:

         (a)     declare the Advances to be immediately due and payable
                 (whereupon the same shall become so payable together with
                 accrued interest thereon and any other sums then owed by the
                 Borrowers hereunder) or declare the Advances to be due and
                 payable on demand of the Agent; and/or

         (b)     declare that any undrawn portion of the Facilities shall be
                 cancelled, whereupon the same shall be cancelled and each of 
                 the Available Dollar Facility and the Available Sterling 
                 Facility shall be reduced to zero.

22.2     If, pursuant to Clause 22.1, the Agent declares the Advances to be due
and payable on demand of the Agent, then, and at any time thereafter, the Agent
may by written notice to the Sponsor:

                 (i)      call for repayment of the Advances on such date as it
                          may specify in such notice (whereupon the same shall
                          become due and payable on such date


                                     -40-
<PAGE>   52
                          together with accrued interest thereon and any other
                          sums then owed by the Borrowers hereunder) or
                          withdraw its declaration with effect from such date
                          as it may specify in such notice; and/or

                 (ii)     select as the duration of any Interest Period which
                          begins whilst such declaration remains in effect a
                          period of six months or less.





                                     -41-
<PAGE>   53
                                     PART 8

                      SPONSOR'S AND BORROWERS' OBLIGATIONS

23.      BORROWERS' JOINT AND SEVERAL OBLIGATIONS

23.1     Each obligation of or expressed to be assumed by the Borrowers or any
of them in or under this Agreement or any Security Document is the joint and
several obligation of the Borrowers and of each of them.

23.2     Each Borrower acknowledges and confirms that it is a principal and
original debtor in respect of all amounts which may become payable by the
Borrowers in accordance with the terms hereof or any Security Document and
agrees that the Beneficiaries and each of them may in all circumstances treat
it as such whether or not any Beneficiary is or becomes aware that such
Borrower is or has become a surety for another.

23.3     The Borrowers agree to indemnify and hold harmless the Beneficiaries
and each of them from and against any loss incurred by any of them as a result
of any Clause or provision of this Agreement or any Security Document being or
becoming void, voidable or unenforceable for any reason whatsoever, whether or
not known to any such person, the amount of such loss being limited to the
amount which such Beneficiary would otherwise have been entitled to recover
hereunder or under any Security Document had such Clause or provision not
become void, voidable or unenforceable.

23.4     The obligations of each Borrower under this Agreement or any Security
Document shall not be in any way discharged or impaired by reason of (i) any
time or indulgence which may be granted by the Beneficiaries or any of them to
the other Borrower or any other person from whom they may seek payment of sums
due from a Borrower under this Agreement or any Security Document, (ii) by any
variation of this Agreement or any Security Document or any related document or
(iii) by any other circumstance which might (but for this provision) constitute
a legal or equitable discharge of such Borrower.

23.5     Any rights conferred on the Beneficiaries or any of them by this
Agreement or any Security Document shall be in addition to and not in
substitution for or derogation of any other right which the Beneficiaries or
any of them might at any time have to seek from the other Borrower or any other
person payment of sums due from a Borrower or indemnification against
liabilities incurred as a result of a Borrower's default in payment of sums due
from it under this Agreement or any Security Document.

23.6     None of the Beneficiaries shall be obliged before taking steps to
enforce any rights conferred on it by this Clause or exercising any of the
rights, powers and remedies conferred on it hereby or by law (a) to take action
or obtain judgment in any court against the other Borrower or any other person
from whom they may seek payment of any sum due from a Borrower under this
Agreement or any Security Document, (b) to make or file any claim in a
bankruptcy, winding-up, liquidation or re-organization of the other Borrower or
any other such person or (c) to enforce or seek to enforce any other rights it
may have against the other Borrower or any other such person.


                                     -42-
<PAGE>   54
23.7     Each Borrower agrees that so long as any sums are or may be owed by
either Borrower under this Agreement or any Security Document any rights which
such Borrower may have at any time by reason of performance by it of its
obligations under this Clause to be indemnified by the other Borrower and/or to
take the benefit (in whole or in part) of any security taken pursuant to this
Agreement or any Security Document by the Banks or the Security Trustee on
their behalf shall be exercised by such Borrower in such manner and upon such
terms as the Banks may require and further agrees to hold any moneys at any
time received by it as a result of the exercise of any such rights for and on
behalf and to the order of the Banks for application in or towards payment of
any sums at any time owed by either Borrower under this Agreement or any
Security Document.

23.8     Each Borrower further agrees that so long as any sums are or may be
owed by either Borrower under this Agreement or any Security Document such
Borrower will not (i) claim any set-off or counter-claim against the other
Borrower in respect of any liability on the part of such other Borrower to such
first Borrower and attributable to this Agreement or any Security Document or
(ii) prove in competition with the Beneficiaries or any of them in any
liquidation or winding-up of the other Borrower, whether in respect of any
payment by such Borrower hereunder or under any Security Document or in respect
of any moneys including proceeds of realisation of securities, dividends or
otherwise.

24.  SPONSOR'S OBLIGATIONS

For the avoidance of doubt, the obligations of the Sponsor herein contained
shall not constitute a guarantee of the obligations of the Borrowers, but shall
be limited to a liability in damages arising out of or in connection with any
breach by the Sponsor of the representations, covenants or undertakings on its
part contained herein.


                                     -43-

<PAGE>   55
                                     PART 9

                         DEFAULT INTEREST AND INDEMNITY

25.      DEFAULT INTEREST AND INDEMNITY

25.1     If any sum due and payable by any of the Borrowers hereunder is not
paid on the due date therefor in accordance with the provisions of Clause 27 or
if any sum due and payable by any of the Borrowers under any judgment of any
court in connection herewith is not paid on the date of such judgment, the
period beginning on such due date or, as the case may be, the date of such
judgment and ending on the date upon which the obligation of such Borrower to
pay such sum (the balance thereof for the time being unpaid being herein
referred to as an "UNPAID SUM") is discharged shall be divided into successive
periods, each of which (other than the first) shall start on the last day of
the preceding such period and the duration of each of which shall (except as
otherwise provided in this Clause 25) be selected by the Agent.

25.2     During each such period relating thereto as is mentioned in Clause
25.1 an unpaid sum shall bear interest at the rate per annum which is the sum
from time to time of one per cent., the Margin and LIBOR on the Quotation Date
therefor and, in the case of any Advance denominated in sterling, the
Associated Costs Rate Provided that:

                 (i)      if, for any such period, LIBOR cannot be determined,
                          the rate of interest applicable to such unpaid sum
                          shall be the sum from time to time of one per cent.,
                          the Margin and the rate per annum equal to the cost
                          to the Agent of funding such unpaid sum for such
                          period from whatever source it may select; and

                 (ii)     if such unpaid sum is all or part of the Advance
                          which became due and payable on a day other than the
                          last day of an Interest Period relating thereto, the
                          first such period applicable thereto shall be of a
                          duration equal to the unexpired portion of that
                          Interest Period and the rate of interest applicable
                          thereto from time to time during such period shall be
                          that which exceeds by one per cent. the rate which
                          would have been applicable to it had it not so fallen
                          due.

25.3     Any interest which shall have accrued under Clause 25.2 in respect of
an unpaid sum shall be due and payable and shall be paid by the Borrower owing
such unpaid sum at the end of the period by reference to which it is calculated
or on such other date or dates as the Agent may specify by written notice to
such Borrower.

25.4     If any Bank or the Agent on its behalf receives or recovers all or any
part of such Bank's share of an Advance otherwise than on the last day of an
Interest Period relating to that Advance, the Borrowers shall pay to the Agent
on demand for account of such Bank an amount equal to the amount (if any) by
which (i) the additional interest which would have been payable on the amount
so received or recovered had it been received or recovered on the last day of
that Interest Period exceeds (ii) the amount of interest which in the opinion
of the Agent would have been payable to the Agent on the last day of that
Interest Period in respect of a dollar deposit equal to the amount so received
or


                                     -44-
<PAGE>   56
recovered placed by it with a prime bank in London for a period starting on the
third business day following the date of such receipt or recovery and ending on
the last day of that Interest Period.

25.5     Each of the Borrowers undertakes to indemnify:

                 (i)      each of the Agent and the Banks against any cost,
                          claim, loss, expense (including legal fees) or
                          liability together with any VAT thereon, which it may
                          sustain or incur as a consequence of the occurrence
                          of any Event of Default or any default by any of the
                          Borrowers in the performance of any of the
                          obligations expressed to be assumed by it in this
                          Agreement; and

                 (ii)     each Bank against any loss it may suffer as a result
                          of its funding an Advance requested by a Borrower
                          hereunder but not made by reason of the operation of
                          any one or more of the provisions hereof.

25.6     Any unpaid sum shall (for the purposes of this Clause 25 and Clause
16.1) be treated as an advance and accordingly in this Clause 25 and Clause
16.1 the term "Advance" includes any unpaid sum and the term "Interest
Period", in relation to an unpaid sum, includes each such period relating
thereto as is mentioned in Clause 25.1.


                                     -45-
<PAGE>   57
                                    PART 10

                                    PAYMENTS

26.      CURRENCY OF ACCOUNT AND PAYMENT

26.1     The currency of account and payment for each and every sum at any time
due from any of the Borrowers hereunder is:

         (a)     dollars in the case of the Dollar Facility; and

         (b)     sterling in the case of the Sterling Facility

Provided that:

                 (i)      each payment in respect of costs and expenses shall
                          be made in the currency in which the same were
                          incurred; and

                 (ii)     each payment pursuant to Clause 14.2 or Clause 16.1
                          shall be made in the currency specified by the Bank
                          to whom such payment is to be made.

26.2     If any sum due from any of the Borrowers under this Agreement or any
order or judgment given or made in relation hereto has to be converted from the
currency (the "FIRST CURRENCY") in which the same is payable hereunder or under
such order or judgment into another currency (the "SECOND CURRENCY") for the
purpose of (i) making or filing a claim or proof against such Borrower, (ii)
obtaining an order or judgment in any court or other tribunal or (iii)
enforcing any order or judgment given or made in relation hereto, such Borrower
shall indemnify and hold harmless each of the persons to whom such sum is due
from and against any loss suffered as a result of any discrepancy between (a)
the rite of exchange used for such purpose to convert the sum in question from
the first currency into the second currency and (b) the rate or rates of
exchange at which such person may in the ordinary course of business purchase
the first currency with the second currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.

27.      PAYMENTS

27.1     On each date on which this Agreement or any of the Security Documents
requires an amount to be paid by any of the Borrowers or any of the Banks, such
Borrower or, as the case may be, such Bank shall make the same available to the
Agent:

                 (i)      where such amount is denominated in dollars by
                          payment in dollars and in same day funds (or in such
                          other funds as may for the time being be customary in
                          New York City for the settlement in New York City of
                          international banking transactions in dollars) to the
                          Agent's account number 001-0-962009 with The Chase
                          Manhattan Bank NA, New York, N.Y. 10081, U.S.A. (or
                          such other account or bank as the Agent may have
                          specified for this purpose); and


                                     -46-

<PAGE>   58
                 (ii)     where such amount is denominated in sterling, by
                          payment in sterling and immediately available, freely
                          transferable, cleared funds to The Chase Manhattan
                          Bank, N.A., London Branch, sort code 60-92-42
                          Attention: Global Petroleum (or such other account as
                          the Agent may have specified for this purpose).

27.2     If, at any time, it shall become impracticable (by reason of any
action of any governmental authority or any change in law, exchange control
regulations or any similar event) for any of the Borrowers to make any payments
hereunder in the manner specified in Clause 27.1, then such Borrower may agree
with each or any of the Banks alternative arrangements for such payments to be
made Provided that, in the absence of any such agreement with any Bank, such
Borrower shall be obliged to make all payments due to such Bank in the manner
specified herein. Upon reaching such agreement such Borrower and such Bank
shall immediately notify the Agent thereof and shall thereafter promptly notify
the Agent of all payments made direct to such Bank.

27.3     Save as otherwise provided herein, each payment received by the Agent
for the account of another person pursuant to Clause 27.1 shall be made
available by the Agent to such other person (in the case of a Bank, for the
account of its Facility Office) for value the same day by transfer to such
account of such bank in the principal financial centre of the country of the
currency of such payment as such person shall have previously notified to the
Agent.

27.4     All payments required to be made by any of the Borrowers hereunder
shall be calculated without reference to any set-off or counterclaim and shall
be made free and clear of and without any deduction for or on account of any
set-off or counterclaim.

27.5     Where a sum is to be paid hereunder to the Agent for account of
another person, the Agent shall not be obliged to make the same available to
that other person until it has been able to establish to its satisfaction that
it has actually received such sum, but if it does so and it proves to be the
case that it had not actually received such sum, the person to whom such sum
was so made available shall on request refund the same to the Agent together
with an amount sufficient to indemnify the Agent against any cost or loss it
may have suffered or incurred by reason of its having paid out such sum prior
to its having received such sum.

28.      SET-OFF

Each of the Borrowers authorizes each Bank to apply any credit balance to which
such Borrower is entitled on any account of such Borrower with that Bank in
satisfaction of any sum due and payable from such Borrower to such Bank
hereunder but unpaid; for this purpose, each Bank is authorized to purchase
with the moneys standing to the credit of any such account such other
currencies as may be necessary to effect such application. No Bank shall be
obliged to exercise any right given to it by this Clause 28.

29.      REDISTRIBUTION OF PAYMENTS

29.1     If, at any time, the proportion which a Bank (a "RECOVERING BANK") has
received or recovered (whether by payment, the exercise of a right of set-off
or combination of accounts or otherwise) in respect of its portion of any
payment (a "RELEVANT PAYMENT") to be made under this Agreement by any of the
Borrowers for account of such Recovering Bank and the other Bank is


                                     -47-
<PAGE>   59
greater (the portion of such receipt or recovery giving rise to such excess
proportion being herein called an "EXCESS AMOUNT") than the proportion thereof
so received or recovered by the Bank so receiving or recovering the smallest
proportion thereof, then:

                 (i)      such Recovering Bank shall pay to the Agent an amount
                          equal to such excess amount;

                 (ii)     there shall thereupon fall due from such Borrower to
                          such Recovering Bank an amount equal to the amount
                          paid out by such Recovering Bank pursuant to
                          paragraph (i) above, the amount so due being, for the
                          purposes hereof, treated as if it were an unpaid part
                          of such Recovering Bank's portion of such relevant
                          payment; and

                 (iii)    the Agent shall treat the amount received by it from
                          such Recovering Bank pursuant to paragraph (i) above
                          as if such amount had been received by it from such
                          Borrower in respect of such relevant payment and
                          shall pay the same to the persons entitled thereto
                          (including such Recovering Bank) pro rata to their
                          respective entitlements thereto.

29.2     If any sum (a "RELEVANT SUM") received or recovered by a Recovering
Bank in respect of any amount owing to it by any of the Borrowers becomes
repayable and is repaid by such Recovering Bank, then:

                 (i)      each Bank which has received a share of such relevant
                          sum by reason of the implementation of Clause 29.1
                          shall, upon request of the Agent, pay to the Agent
                          for the account of such Recovering Bank an amount
                          equal to its share of such relevant sum; and

                 (ii)     there shall thereupon fall due from such Borrower to
                          each such Bank an amount equal to the amount paid out
                          by it pursuant to paragraph (i) above, the amount so
                          due being, for the purposes hereof, treated as if it
                          were the sum payable to such Bank against which such
                          Bank's share of such relevant sum was applied.


                                     -48-
<PAGE>   60
                                    PART 11

                            FEES, COSTS AND EXPENSES

30.      FEES

30.1     The Borrowers shall pay to the Agent for the account of the Banks a
commitment commission on the amount of each of the Available Dollar Facility
and the Available Sterling Facility from day to day during the period beginning
on the date hereof and ending on the Final Maturity Date, such commitment
commission to be calculated at the rate of three quarters of one per cent. per
annum and payable in arrear on the last day of each successive period of three
months which ends during such period and on the Final Maturity Date.

30.2     The Borrowers shall pay to the Agent for its own account the agency
fee specified in the letter of even date herewith from the Agent to the
Borrowers at the time and in the amount specified therein.

30.3     The Borrowers shall pay to the Agent for the account of the Banks an
arrangement fee equal to one per cent. of each of the Dollar Facility and the
Sterling Facility upon the date of drawdown of the first Advance made hereunder.

30.4     The Borrowers shall pay to the Agent for its own account the fees
specified in the letter of even date herewith from the Agent to the Principal
Borrowers.

31.      COSTS AND EXPENSES

31.1     The Borrowers shall, from time to time on demand of the Agent,
reimburse the Agent for all costs and expenses (including legal fees, travelling
and accommodation and other reasonable out of pocket expenses) together with
any VAT thereon incurred by it in connection with the negotiation, preparation
and execution of this Agreement and the completion of the transactions herein
contemplated.

31.2     The Borrowers shall, from time to time on demand of the Agent,
reimburse the Agent and all the Banks for all costs and expenses (including
legal fees) together with any VAT thereon incurred in or in connection with the
preservation and/or enforcement of any of the rights of the Agent, the Security
Trustee and the Banks under this Agreement.

31.3     The Borrowers shall pay all stamp, registration and other taxes to
which this Agreement or any judgment given in connection herewith is or at any
time may be subject and shall, from time to time on demand of the Agent,
indemnify the Agent, the Security Trustee and the Banks against any
liabilities, costs, claims and expenses resulting from any failure to pay or
any delay in paying any such tax.

31.4     If the Borrowers fails to perform any of their obligations under this
Clause 31, each Bank shall, in the proportion borne by its share of the Loan
(or, if no Advances have been made, its Available Commitment) to the amount of
the Loan (or, if no Advances have been made, the Available Facility) for the
time being (or, if the Loan has been repaid in full, immediately prior to the
final repayment thereof), indemnify the Agent against any loss incurred by any
of them as a result of such


                                     -49-
<PAGE>   61
failure and the Borrower shall forthwith reimburse each Bank for any payment
made by it pursuant to this Clause 31.4.





                                     -50-
<PAGE>   62
                                    PART 12

                               AGENCY PROVISIONS

32.      THE AGENT AND THE BANKS

32.1     Each Bank hereby appoints the Agent to act as its agent in connection
herewith and authorises the Agent to exercise such right, powers and
discretions as are specifically delegated to the Agent by the terms hereof
together with all such rights, powers and discretions as are reasonably
identical thereto.

32.2     The Agent may:

                 (i)      assume that:

                          (a)     any representation made by any of the
                                  Borrowers in connection herewith is true;

                          (b)     no event which is or may become an Event of
                                  Default has occurred; and

                          (c)     none of the Borrowers is in breach of or
                                  default under its obligations hereunder

                          unless it has actual knowledge or actual notice to
                          the contrary;

                 (ii)     assume that the Facility Office of each Bank is that
                          identified with its signature below until it has
                          received from such Bank a notice designating some
                          other office of such Bank to replace its Facility
                          Office and act upon any such notice until the same is
                          superseded by a further such notice;

                 (iii)    engage and pay for the advice or services of any
                          lawyers, accountants, surveyors or other experts
                          whose advice or services may to it seem necessary,
                          expedient or desirable and rely upon any advice so
                          obtained;

                 (iv)     rely as to any matters of fact which might reasonably
                          be expected to be within the knowledge of any of the
                          Sponsor or the Borrowers upon a certificate signed by
                          or on behalf of the Sponsor or such Borrower;

                 (v)      rely upon any communication or document believed by
                          it to be genuine;

                 (vi)     refrain from exercising any right, power or
                          discretion vested in it as agent hereunder unless and
                          until instructed by an Instructing Group as to
                          whether or not such right, power or discretion is to
                          be exercised and, if it is to be exercised, as to the
                          manner in which it should be exercised; and


                                     -51-
<PAGE>   63
                 (vii)    refrain from acting in accordance with any
                          instructions of an Instructing Group to begin any
                          legal action or proceeding arising out of or in
                          connection with this Agreement until it shall have
                          received such security as it may require (whether by
                          way of payment in advance or otherwise) for all
                          costs, claims, expenses (including legal fees) and
                          liabilities which it will or may expend or incur in
                          complying with such instructions.

32.3     The Agent shall:

                 (i)      promptly inform each Bank of the contents of any
                          notice or document received by it in its capacity as
                          Agent from the Sponsor or any of the Borrowers
                          hereunder;

                 (ii)     promptly notify each Bank of the occurrence of any
                          Event of Default or any default by the Sponsor or any
                          of the Borrowers in the due performance of or
                          compliance with its obligations under this Agreement
                          of which the Agent has notice from any other party
                          hereto;

                 (iii)    save as otherwise provided herein, act as agent
                          hereunder in accordance with any instructions given
                          to it by an Instructing Group, which instructions
                          shall be binding on the Banks; and

                 (iv)     if so instructed by an Instructing Group, refrain
                          from exercising any right, power or discretion vested
                          in it as agent hereunder.

32.4     Notwithstanding anything to the contrary expressed or implied herein,
the Agent shall not:

                 (i)      be bound to enquire as to:

                          (a)     whether or not any representation made by any
                                  of the Borrowers in connection herewith is
                                  true;

                          (b)     the occurrence or otherwise of any Event of
                                  Default or Potential Event of Default;

                          (c)     the performance by the Sponsor or any of the
                                  Borrowers of its obligations hereunder; or

                          (d)     any breach of or default by the Sponsor or
                                  any of the Borrowers of or under its
                                  obligations hereunder;

                 (ii)     be bound to account to any Bank for any sum or the
                          profit element of any sum received by it for its own
                          account;

                 (iii)    be bound to disclose to any other person any
                          information relating to any member of the Group if
                          such disclosure would or might in its opinion
                          constitute a breach of any law or regulation or be
                          otherwise actionable at the suit of any person; or


                                     -52-
<PAGE>   64
                 (iv)     be under any obligations other than those for which
                          express provision is made herein.

32.5     Each Bank shall, from time to time on demand by the Agent, indemnify
the Agent, in the proportion its share of the Loan (or, if no Advances have
been made, its Available Dollar Commitment) bears to the amount of the Loan
(or, if no Advances have been made, the Available Dollar Facility) at the time
of such demand (or, if the Loan has then been repaid in full, immediately prior
to the final repayment thereof), against any and all costs, claims, losses,
expenses (including legal fees) and liabilities together with any VAT thereon
which the Agent may incur, otherwise than by reason of its own gross negligence
or wilful misconduct, in acting in its capacity as agent hereunder.

32.6     The Agent accepts no responsibility for the accuracy and/or
completeness of any information supplied by the Sponsor or any of the Borrowers
in connection herewith or for the legality, validity, effectiveness, adequacy
or enforceability of this Agreement and the Agent shall be under no liability
as a result of taking or omitting to take any action in relation to this
Agreement, save in the case of gross negligence or wilful misconduct.

32.7     Each of the Banks agrees that it will not assert or seek to assert
against any director, officer or employee of the Agent any claim it might have
against any of them in respect of the matters referred to in Clause 32.6.

32.8     The Agent may accept deposits from, lend money to and generally engage
in any kind of banking or other business with any member of the Group.

32.9     The Agent may resign its appointment hereunder at any time without
assigning any reason therefor by giving not less than thirty days' prior
written notice to that effect to each of the other parties hereto Provided that
no such resignation shall be effective until a successor for the Agent is
appointed in accordance with the succeeding provisions of this Clause 32.

32.10    If the Agent gives notice of its resignation pursuant to Clause 32.9,
then any reputable and experienced bank or other financial institution may be
appointed as a successor to the Agent by an Instructing Group during the period
of such notice but, if no such successor is so appointed, the Agent may appoint
such a successor itself.

32.11    If a successor to the Agent is appointed under the provisions of
Clause 32.10, then (i) the retiring Agent shall be discharged from any further
obligation hereunder but shall remain entitled to the benefit of the provisions
of this Clause 32 and (ii) its successor and each of the other parties hereto
shall have the same rights and obligations amongst themselves as they would
have had if such successor had been a party hereto.

32.12    It is understood and agreed by each Bank that it has itself been, and
will continue to be, solely responsible for making its own independent
appraisal of and investigations into the financial condition, creditworthiness,
condition, affairs, status and nature of each member of the Group and,
accordingly, each Bank warrants to the Agent that it has not relied on and will
not hereafter rely on the Agent:


                                     -53-
<PAGE>   65
                 (i)      to check or enquire on its behalf into the adequacy,
                          accuracy or completeness of any information provided
                          by the Sponsor or any of the Borrowers in connection
                          with this Agreement or the transactions herein
                          contemplated (whether or not such information has
                          been or is hereafter circulated to such Bank by the
                          Agent); or

                 (ii)     to assess or keep under review on its behalf the
                          financial condition, creditworthiness, condition,
                          affairs, status or nature of any member of the Group.





                                     -54-
<PAGE>   66
                                    PART 13

                            ASSIGNMENT AND TRANSFERS

33.      BENEFIT OF AGREEMENT

This Agreement shall be binding upon and enure to the benefit of each party
hereto and its or any subsequent successors and assigns.

34.      ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS

         None of the Obligors shall be entitled to assign or transfer all or
any of its rights, benefits and obligations hereunder.

35.      ASSIGNMENTS AND TRANSFERS BY BANKS

35.1     Any Bank may, at any time, assign at its sole cost and expense all or
any of its rights and benefits hereunder or transfer in accordance with Clause
35.3 all or any of its rights, benefits and obligations subject to the Sponsors
consent, such consent not to be unreasonably withheld where the proposed
assignee or transferee is (i) acting through an office or branch in the United
Kingdom and is carrying on a bona fide banking business for the purposes of
Section 349 of the Income and Corporation Taxes Act 1988, or (ii) another bank
or financial institution to whom, at the time of such assignment or transfer
payments may be made without deduction or withholding on account of United
Kingdom taxes.

35.2     If any Bank assigns all or any of its rights and benefits hereunder in
accordance with Clause 35.1, then, unless and until the assignee has agreed
with the Agent and the other Banks that it shall be under the same obligations
towards each of them as it would have been under if it had been an original
party hereto as a Bank, the Agent and the other Banks shall not be obliged to
recognise such assignee as having the rights against each of them which it
would have had if it had been such a party hereto.

35.3     If any Bank wishes to transfer all or any of its rights, benefits
and/or obligations hereunder as contemplated in Clause 35.1, then such transfer
may be effected by the delivery to the Agent of a duly completed and duly
executed Transfer Certificate in which event, on the later of the Transfer Date
specified in such Transfer Certificate and the fifth business day after (or
such earlier business day endorsed by the Agent on such Transfer Certificate
falling on or after) the date of delivery of such Transfer Certificate to the
Agent:

                 (i)      to the extent that in such Transfer Certificate the
                          Bank party thereto seeks to transfer its rights,
                          benefits and obligations hereunder, the Borrower and
                          such Bank shall be released from further obligations
                          towards one another hereunder and their respective
                          rights against one another shall be cancelled (such
                          rights, benefits and obligations being referred to in
                          this Clause 35.3 as "discharged rights and
                          obligations");


                                     -55-
<PAGE>   67
                 (ii)     the Borrower and the Transferee party thereto shall
                          assume obligations towards one another and/or acquire
                          rights against one another which differ from such
                          discharged rights and obligations only insofar as the
                          Borrower and such Transferee have assumed and/or
                          acquired the same in place of the Borrower and such
                          Bank; and

                 (iii)    the Agent, such Transferee and the other Banks shall
                          acquire the same rights and benefits and assume the
                          same obligations between themselves as they would
                          have acquired and assumed had such Transferee been an
                          original party hereto as a Bank with the rights,
                          benefits and/or obligations acquired or assumed by it
                          as a result of such transfer.

35.4     On the date upon which a transfer takes effect pursuant to Clause
35.3, the Transferee in respect of such transfer shall pay to the Agent for its
own account a transfer fee of $500.

35.5     In the event that a Bank transfers its Facility Office and, at the
time of such transfer, there arises an obligation on the part of the Obligors
hereunder to pay to such Bank or any other person an amount in excess of the
amount it would have been obliged to pay but for such transfer, then, without
prejudice to any obligation of the Obligors which arise after the time of such
transfer, the Obligors shall not be obliged to pay the amount of such excess.

36.      DISCLOSURE OF INFORMATION

36.1     Any information disclosed by the Borrowers to any of the Beneficiaries
         in connection herewith or in connection with the negotiation of the
         Facilities shall be kept confidential by such of the Beneficiaries,
         Provided that:

                 (i)      subject to the terms hereof each of the Beneficiaries
                          may disclose to any other of the Beneficiaries any
                          information about the Borrowers or any of them;

                 (ii)     each of the Beneficiaries shall be entitled to
                          disclose such information:

                          (a)     in connection with any proceedings arising
                                  out of or in connection with any Finance
                                  Document;

                          (b)     if required to do so by an order of a court
                                  of competent jurisdiction whether in
                                  pursuance of any procedure for discovering
                                  documents or otherwise;

                          (c)     pursuant to any law or regulation in
                                  accordance with which that party is required
                                  or accustomed to act;

                          (d)     to any governmental, banking or taxation
                                  authority;

                          (e)     to its auditors or legal or other
                                  professional advisers; or

                          (f)     if the information is in the public domain.


                                     -56-
<PAGE>   68
36.2     Any of the Beneficiaries may, at any time with the prior consent of the
         Sponsor and the Agent, such consent not to be unreasonably withheld,
         disclose to any actual or potential assignee or transferee which has
         executed a confidentiality undertaking in favour of the Agent and the
         Sponsor in a form acceptable to the Agent and the Sponsor any
         information such Beneficiary has obtained about the Obligors Provided
         always that no person may disclose any information that they may have
         obtained about the Obligors or any of them, to any person which it is
         aware is a supplier, competitor or customer of any member of the Group.


                                     -57-
<PAGE>   69
                                    PART 14

                                 MISCELLANEOUS

37.      CALCULATIONS AND EVIDENCE OF DEBT

37.1     Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 360 days or in the case of
sterling 365 days (or, if market practice differs, in accordance with market
practice) and the actual number of days elapsed.

37.2     Each Bank shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it
hereunder.

37.3     The Agent shall maintain on its books a control account or accounts in
which shall be recorded (i) the amount of any Advance made or arising hereunder
and each Bank's share therein, (ii) the amount of all principal, interest and
other sums due or to become due from any of the Borrowers to any of the Banks
hereunder and each Bank's share therein and (iii) the amount of any sum
received or recovered by the Agent hereunder and each Bank's share therein.

37.4     In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to Clauses
37.2 and 37.3, save for manifest error, shall be conclusive evidence of the
existence and amounts of the obligations of the Obligors therein recorded.

37.5     A certificate of a Bank as to (i) the amount by which a sum payable to
it hereunder is to be increased under Clause 14.1 or (ii) the amount for the
time being required to indemnify it against any such cost, payment or liability
as is mentioned in Clause 14.2 or 16.1 shall, in the absence of manifest error,
be conclusive for the purposes of this Agreement.

38.  REMEDIES AND WAIVERS

No failure by the Agent or the Banks or any of them to exercise, nor any delay
by the Agent or the Banks or any of them in exercising, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof
or the exercise of any other right or remedy. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by
law.

39.  PARTIAL INVALIDITY

If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.


                                     -58-
<PAGE>   70

40.      NOTICES

40.1     Each communication to be made hereunder shall be made in writing but,
unless otherwise stated, may be made by telex, facsimile or letter.

40.2     Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall (unless that other person has by
fifteen days' written notice to the Agent specified another address) be made or
delivered to that other person at the address identified with its signature
below (or in the case of a transferee, at the end of the Transfer Certificate
to which it is a party as Transferee) and shall be deemed to have been made or
delivered when despatched (in the case of any communication made by telex) or
(in the case of any communication made by fax) when receipt has been
acknowledged or (in the case of any communication made by letter) when left at
that address or (as the case may be) ten days after being deposited in the post
postage prepaid in an envelope addressed to it at that address Provided that
any communication or document to be made or delivered to the Agent shall be
effective only when received by the Agent and then only if the same is
expressly marked for the attention of the department or officer identified with
the Agent's signature below (or such other department or officer as the Agent
shall from time to time specify for this purpose).

40.3     Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation thereof into English certified (by an officer of
the person making or delivering the same) as being a true and accurate
translation thereof.


                                     -59-
<PAGE>   71
                                    PART 15

                              LAW AND JURISDICTION

41.  LAW

This Agreement shall be governed by, and shall be construed in accordance with,
English law.

42.      JURISDICTION

42.1     Each of the parties hereto irrevocably agrees for the benefit of each
of the Agent and the Banks that the courts of England shall have jurisdiction
to hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Agreement and, for
such purposes, irrevocably submits to the jurisdiction of such courts.

42.2     Each of the Obligors irrevocably waives any objection which it
might now or hereafter have to the  courts referred to in Clause 42.1 being
nominated as the forum to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with this
Agreement and agrees not to claim that any such court is not a convenient or
appropriate forum.

42.3     Each of the Obligors agrees that the process by which any suit, action
or proceeding is begun may be served on it by being delivered in connection
with any suit, action or proceeding in England, to Gulf Offshore N.S. Limited
at 10 Charlotte Road, London SW13 9QJ or its place of business for the time
being. If such appointment ceases to be effective in respect of any of the
Obligors, such Obligor or Obligors shall immediately appoint a further person
in England to accept service of process on its behalf in England, and failing
the appointment within 15 days, the Agent shall be entitled to appoint such a
person by notice or to such Obligor or Obligors. Nothing contained herein shall
affect the right to serve process in any other manner permitted by law.

42.4     The submission to the jurisdiction of the courts referred to in 
Clause 42.1 shall not (and shall not be construed so as to) limit the right of
the Agent, the Banks or any of them to take proceedings against any of the
Obligors in any other court of competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings
in any other jurisdiction (whether concurrently or not) if and to the extent
permitted by applicable law.
        
42.5     Each of the Obligors hereby consents generally in respect of any legal
action or proceeding arising out of or in connection with this Agreement to the
giving of any relief or the issue of any process in connection with such action
or proceeding including, without limitation, the making, enforcement or
execution against any property whatsoever (irrespective of its use or intended
use) of any order or judgment which may be made or given in such action or
proceeding.


                                     -60-
<PAGE>   72
42.6     To the extent that any of the Obligors may in any jurisdiction claim
for itself or its assets immunity from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process and to
the extent that in any such jurisdiction there may be attributed to itself or
its assets such immunity (whether or not claimed), such Obligor hereby
irrevocably agrees not to claim and hereby irrevocably waives such immunity to
the full extent permitted by the laws of such jurisdiction.

AS WITNESS the hands of the duly authorized representatives of the parties
hereto the day and year first before written.





                                     -61-
<PAGE>   73
                               THE FIRST SCHEDULE

                                   THE BANKS


<TABLE>
<CAPTION>
                                          COLUMN 1                             COLUMN 2
 BANK                                  COMMITMENT ($)                 COMMITMENT (pound stering)
 <S>                                     <C>                           <C>
 The Chase Manhattan Bank, N.A.          $2,900,000                    pound sterling 6,250,000

 The Governor and Company of the
 Bank of Scotland                        $2,900,000                    pound sterling 6,250,000
</TABLE>





                                     -62-
<PAGE>   74
                              THE SECOND SCHEDULE

                         CONDITION PRECEDENT DOCUMENTS

                                     PART I

1.       In relation to each of the Obligors and Chalvoyage (M) Sdn Bhd
         ("CHALVOYAGE"):

                 (i)      a copy, certified a true copy by a duly authorized
                          officer of such Obligor, of the constitutive
                          documents of such Obligor and Chalvoyage;

                 (ii)     a copy, certified a true copy by a duly authorized
                          officer of such Obligor and Chalvoyage, of a Board
                          Resolution of such Obligor and Chalvoyage approving
                          the execution, delivery and performance of this
                          Agreement and the terms and conditions hereof and
                          authorising a named person or persons to sign this
                          Agreement and any documents to be delivered by such
                          Obligor and Chalvoyage pursuant hereto; and

                 (iii)    a certificate of a duly authorized officer of such
                          Obligor setting out the names and signatures of the
                          persons authorised to sign, on behalf of such
                          Obligor, this Agreement and any documents to be
                          delivered by such Obligor pursuant hereto.

2.       A copy, certified a true copy by or on behalf of the Principal
         Borrowers, of each such law, decree, consent, licence, approval,
         registration or declaration as is, in the opinion of counsel to the
         Agent, necessary to render this Agreement and the Security Documents
         legal, valid, binding and enforceable, to make this Agreement and the
         Security Documents admissible in evidence in each Obligor's
         jurisdiction of incorporation and to enable each of the Obligors to
         perform its obligations hereunder.

3.       A deed of trust executed between the Security Trustee, the Banks, the
         Hedge Counterparty, the Financial Institutions named in the Syndicated
         Facility as banks, the Borrowers and others, pursuant to which the
         Security Trustee declares itself to be trustee for the Banks, the
         Hedge Counterparty and such Financial Institutions in respect of any
         security granted pursuant to any Security Document.

4.       A first priority statutory ship mortgage and deeds of covenant
         collateral thereto executed in respect of the following vessels:-

                 (i)      p.s.v. "Highland Champion";

                 (ii)     p.s.v. "Highland Fortress";

                 (iii)    m.v. "Highland Sprite";

                 (iv)     m.v. "Sem Courageous"; and

                 (v)      m.v. "Sem Valiant".


                                     -63-
<PAGE>   75
5.       First preferred Panamanian ship mortgages and assignments of earnings
         and insurance collateral thereto executed in respect of the following
         vessels:-

                 (i)      the m.v. "Seawhip"; and

                 (ii)     the m.v. "Seawitch".

6.       Share Pledges over:-

                 (i)      all of the shares in GONS and GOFE legally owned by
                          the Principal Borrowers; and

                 (ii)     all of the shares in Chalvoyage legally owned by
                          GOFE.

7.       An assignment of all of the rights of GOFE in respect of the
         $5,600,000 loan made or to be made available by GOFE to Chalvoyage
         pursuant to an agreement made, or to be made between GOFE and
         Chalvoyage.

8.       Evidence that the Borrowers have complied with all of their
         obligations arising under any Security Document relating to insurance
         of the Original Vessels, together with a report, issued by an
         independent person, (being an insurance broker and/or insurance
         consultant), addressed to the Agent confirming that insurances
         effected in respect of the Original Vessels are adequate.

9.       All such notices of assignment as may be called for by any of the
         Security Documents.

10.      A valuation of the Mortgaged Vessels addressed to the Agent by an
         independent valuer acceptable to the Agent, confirming that as at the
         date hereof the value of the Mortgaged Vessels is not less than
         $35,000,000.

11.      Copies, certified true copies by a duly authorized officer of the
         relevant Obligor of each charter relating to the Mortgaged Vessels,
         together with confirmation that each such charter remains in full
         force and effect.

12.      Evidence as to the operational condition of each of the Original
         Vessels, such evidence to be in such form and such terms as the Bank
         may require.

13.      The Master Agreements.

14.      Evidence of the novation or assignment or consent by the charterers of
         the BP Fleet Vessels to the novation or assignment of the time
         charterparties relating to the BP Fleet Vessels.

15.      An opinion of each of GOMI and GOFE's Panamanian counsel.

16.      An opinion of each of GOMI and GOFE's English counsel.

17.      An opinion from Chooi & Co., Malaysian counsel for the Agent.


                                     -64-
<PAGE>   76
18.      An opinion from Arias, Fabrega and Fabrega, Panamanian counsel for the
         Agent.

19.      An opinion of Clifford Chance, solicitors for the Agent.

20.      Evidence that GONS has agreed to act as agent for the Obligors for the
         service of process in England.

                                     PART 2

21.      A certified true copy of the yard contract 67 (the "BUILDING
         CONTRACT") between GONS and Brattvaag Skipsverft A.S. relating to the
         building of a platform supply vessel, type UT 755 together with a
         written confirmation from the Principal Borrowers that no amendments
         have been made to the Building Contract.

22.      An assignment to the Security Trustee of the advance payment
         guarantees issued by Christiania Bank og Kreditkasse in favour of GONS
         and relating to advance payments made by GONS to the Contractor under
         the Building Contract.

23.      A duly executed addendum to the first preferred Panamanian ship
         mortgages over the m.v. Seawhip and the m.v.  Seawitch in form and
         substance acceptable to the Agent together with confirmation from
         Patton, Moreno & Asvat that such addendum has been duly registered
         with the Registry of Panamanian Ships in Panama City.

24.      A legal opinion from Chooi & Co, the Malaysian counsel for the Agent,
         in a form acceptable to the Security Trustee.

25.      A legal opinion from Patton, Moreno & Asvat, the Panamanian counsel
         for the Agent, in a form acceptable to the Security Trustee.

26.      A legal opinion from Clifford Chance, solicitors for the Agent.


                                     -65-
<PAGE>   77
                               THE THIRD SCHEDULE

                               NOTICE OF DRAWDOWN

From:    [       ]

To:      [       ]

Dated:

Dear Sirs,

1.       We refer to the agreement (as from time to time amended, varied,
novated or supplemented, the "Facility Agreement") dated [        ], 1993 and
made between Gulfmark North Sea Limited and Gulfmark Offshore Marine Inc. as
borrowers, Gulfmark International Inc as Sponsor, The Chase Manhattan Bank, N.A.
as Agent the financial institutions named therein as banks. Terms defined in the
Facility Agreement shall have the same meaning in this notice.

2.       We hereby give you notice that, pursuant to the Facility Agreement and
on [date of proposed Advance], we wish to borrow an Advance in the amount of 
[   ] dollars/[   ] sterling upon the terms and subject to the conditions 
contained therein.

[3.      We would like this Advance to have a first Interest Period of [ ]
months' duration.]*

4.       We confirm that, at the date hereof, the representations set out in
Clause 18 of the Facility Agreement are true and no Event of Default or
Potential Event of Default has occurred.

5.       The proceeds of this drawdown should be credited to [insert account
details].

                                Yours faithfully

                             .........................
                              for and on behalf of
                                    [      ]

--------------------------------------------------------------------------------
*Insert only if there are no outstanding Advances.


                                       -66-
<PAGE>   78
                              THE FOURTH SCHEDULE

                             ASSOCIATED COSTS RATE

1.       For the purposes of this Agreement, the cost of compliance with
existing requirements of the Bank of England in respect of Advances denominated
in sterling will be calculated by the Agent in relation to each Advance by
reference to the circumstances existing on the first day of each Interest
Period in respect of such Advance and, if any such Interest Period exceeds
three months, at three calendar monthly intervals from the first day of such
Interest Period during its duration in accordance with the following formula:

<TABLE>
                <S>                         <C>
                 AB + C(B - E) + D(B - F)    per cent. per annum
                 ------------------------
                      100 - (A + D)
</TABLE>

Where:

         A       is the percentage of eligible liabilities which the Agent is
                 from time to time required to maintain as an interest free
                 cash deposit with the Bank of England to comply with cash
                 ratio requirements.

         B       is the percentage rate per annum at which sterling deposits
                 are offered by the Agent, in accordance with its normal
                 practice, for a period equal to (i) the relevant Interest
                 Period (or, as the case may be, remainder of such Interest
                 Period) in respect of the relevant Advance or (ii) three
                 months, whichever is the shorter, to a leading bank in the
                 London Interbank Market at or about 11.00 a.m. in a sum
                 approximately equal to the amount of such Advance.

         C       is the percentage of eligible liabilities which the Agent is
                 from time to time required by the Bank of England to maintain
                 as secured money with members of the London Discount Market
                 Association ("LDMA") and/or as secured call money with money
                 brokers and gilt edged market makers.

         D       is the percentage of eligible liabilities which the Agent is
                 required from time to time to maintain as interest bearing
                 special deposits with the Bank of England.

         E       is the percentage rate per annum at which members of the LDMA
                 are offered sterling deposits in a sum approximately equal to
                 the amount of the relevant Advance as a callable fixture from
                 the Agent for such period as determined in accordance with B
                 above at or about 11.00 a.m.

         F       is the percentage rate per annum payable by the Bank of
                 England to the Agent on interest bearing special deposits.

2.       For the purposes of this Schedule "ELIGIBLE LIABILITIES" and "SPECIAL
DEPOSITS" shall bear the meanings ascribed to them from time to time by the
Bank of England.


                                      -67-
<PAGE>   79
3.       The percentages used in A, C and D above shall be those required to be
maintained on the first day of the relevant period as determined in accordance
with B above.

4.       In application of the above formula, A, B, C, D, E and F will be
included in the formula as figures and not as percentages e.g. if A is 0.5 per
cent. and B is 12 per cent., AB will be calculated as 0.5 x 12 and not as 0.5
per cent.  x 12 per cent.

5.       Calculations will be made on the basis of a 365 day year (or, if
market practice differs, in accordance with market practice).

6.       A negative result obtained by subtracting E from B or F from B shall be
taken as zero.

7.       The resulting figures shall be rounded upwards, if not already such a
multiple, to the nearest whole multiple of one-thirty-second of one per cent.
per annum.

8.       Additional amounts calculated in accordance with this Schedule are
payable on the last day of the Interest Period to which they relate.

9.       The determination of the Associated Costs Rate in relation to any
period shall, in the absence of manifest error, be conclusive and binding on
all of the parties hereto.

10.      The Agent may from time to time, after consultation with the Borrower
and the Banks, determine and notify to all the parties hereto any amendments or
variations which are required to be made to the formula set out above in order
to comply with any requirements from time to time imposed by the Bank of
England in relation to Advances denominated in sterling (including without
limitation, any requirements relating to sterling primary liquidity) and, any
such determination shall, in the absence of manifest error, be conclusive and
binding on all the parties hereto.


                                     -68-
<PAGE>   80
                               THE FIFTH SCHEDULE

                         FORM OF SUPPLEMENTAL AGREEMENT

THIS SUPPLEMENTAL AGREEMENT is made on the                  day of    1993.

BETWEEN

(1)      [       ] (the "Original Borrowers");

(2)      [Additional Borrower(s)] (the "ADDITIONAL BORROWER(S)"); and

(3)      [       ] on behalf of itself as agent and on behalf of the parties
         party to the Agreement defined therein as Agent, Security Trustee and
         as Banks (the "AGENT").

WHEREAS

(1)      By an agreement (together with the supplemental agreements referred to
         in (2) below], (the "AGREEMENT") dated [              ] and made
         between the Original Borrowers, The Chase Manhattan Bank, N.A. as
         Agent and Security Trustee, the financial institutions therein
         referred to and others, the Banks have made available to the Borrowers
         a facility on the terms and conditions therein defined.

(2)      The agreement referred to in (1) above has been supplemented by the
         following agreements:-

                         [List Supplemental Agreements]

(3)      Pursuant to Clause 6 of the Agreement the Original Borrowers wish to
         designate the Additional Borrower(s) as borrowers under the Facility.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

Save as otherwise defined herein terms defined in the Agreement shall bear the
same meaning herein and in the Recitals thereto.

2.       ADDITIONAL BORROWER(S)

With effect as from the date that the Agent confirms to the Original Borrowers
that it has received, in form and substance satisfactory to it [in relation to
each Additional Borrower], each of the conditions precedent specified in Clause
3, the Agreement shall henceforth be read and construed as if the [each]
Additional Borrower were party to the Agreement having all the rights and
obligations of an Additional Borrower and a Borrower under the Revolving
Facility.  Accordingly all references in any Facility Document to (a) any
"ADDITIONAL BORROWER" or "BORROWER" shall be treated as including reference to
(such] Additional Borrower and (b) the Agreement shall be treated as a


                                     -69-
<PAGE>   81
reference to the Agreement as supplemented by this Agreement to the intent that
this Agreement and the Agreement shall be read and construed together as one
single agreement.

3.       CONDITIONS PRECEDENT

         The following are the conditions precedent referred to in Clause 2
         which are required to be delivered to the Agent in relation to the
         [each] Additional Borrower:-

         (a)     a Deed of Accession as defined by Clause 1 of the Trust Deed;

         (b)     [other documents].

4.       REPRESENTATIONS

[The] [Each] Additional Borrower hereby represents and warrants in respect of
itself as if the representations set out in Clause 18 of the Agreement were set
out in this Agreement.

5.       COUNTERPARTS

This Agreement may be signed in counterparts, all of which taken together shall
constitute a single agreement.

6.       LAW

This Agreement shall be governed by, and construed in accordance with, English
law.

[7.      JURISDICTION]

[                    ]

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.


                                     -70-

<PAGE>   82
                               THE SIXTH SCHEDULE

                          FORM OF TRANSFER CERTIFICATE

To:      [       ]

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Facility Agreement") dated [          ] 1993 whereby a dual
tranche revolving credit facility was made available to Gulf Offshore Marine
International Inc., Gulf North Sea Limited and Others as borrowers by a group
of banks on whose behalf The Chase Manhattan Bank, N.A. acted as agent in
connection therewith.

1.       Terms defined in the Facility Agreement shall, subject to any contrary
indication, have the same meanings herein. The terms Bank, Transferee, Bank's
Participation and Amount Transferred are defined in the schedule hereto.

2.       The Bank confirms that the Bank's Participation is an accurate summary
of its participation in the Facility Agreement and requests the Transferee to
accept and procure the transfer to the Transferee of a percentage of the Bank's
Participation (equal to the percentage that the Amount Transferred is of the
aggregate of the component amounts (as set out in the schedule hereto) of the
Bank's Participation) by counter-signing and delivering this Transfer
Certificate to the Agent at its address for the service of notices specified in
the Facility Agreement.

3.       The Transferee hereby requests the Agent to accept this Transfer
Certificate as being delivered to the Agent pursuant to and for the purposes of
Clause 35 of the Facility Agreement so as to take effect in accordance with the
terms thereof on the Transfer Date or on such later date as may be determined
in accordance with the terms thereof.

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

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

6.       The Bank makes no representation or warranty and assumes no
responsibility with respect to the legality, validity, effectiveness, adequacy
or enforceability of the Facility Agreement or any document relating thereto
and assumes no responsibility for the financial condition of the Borrower


                                     -71-
<PAGE>   83
or for the performance and observance by the Borrower of any of its obligations
under the Facility Agreement or any document relating thereto and any and all
such conditions and warranties, whether express or implied by law or otherwise,
are hereby excluded.

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

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

                                  THE SCHEDULE

<TABLE>
<S>      <C>                                <C>
1.       Bank:

2.       Transferee:

3.       Transfer Date:

4.       Bank's Participation:

         Bank's Dollar Commitment          Bank's Portion of the Dollar Advances

         Bank's Sterling Commitment        Bank's Portion of the Sterling Advances


5. Amounts Transferred:

[Transferor Bank]                 [Transferee Bank]

By:                               By:

Date:                             Date:
</TABLE>


                                     -72-
<PAGE>   84
                  ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments
in dollars:

Telex:

Telephone:





                                     -73-
<PAGE>   85
THE BORROWERS

GULFMARK NORTH SEA LIMITED
as principal borrower

by:

Address:         10 Charlotte Road
                 London SW13 9QJ

Attention:


GULF OFFSHORE MARINE INTERNATIONAL INC.
as principal borrower

by:

Address:         201 Energy Center Parkway
                 Suite 220
                 Lafayette
                 Louisiana 70508
                 USA

Attention:


GULF OFFSHORE N.S. LIMITED
as permitted borrower

by:

Address:         10 Charlotte Road
                 London SW13 9QT

Attention:


                                     -74-
<PAGE>   86
GULF OFFSHORE FAR EAST INC.
as permitted borrower

by:

Address:         201 Energy Center Parkway
                 Suite 220
                 Lafayette
                 Louisiana 70508
                 USA

Attention:


THE SPONSOR

GULFMARK INTERNATIONAL INC.

by:

Address:         5 Post Oak Park
                 Suite 1170
                 Houston
                 Texas 77027
                 USA

Attention:


THE AGENT

THE CHASE MANHATTAN BANK, N.A.
as agent and security trustee

By:

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group

Facsimile:       962 5030

Telex:           8954681 CMB G


                                     -75-
<PAGE>   87
THE HEDGE COUNTERPARTY

THE CHASE MANHATTAN BANK, N.A.

By:

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group


The Banks

THE CHASE MANHATTAN BANK, N.A.

By:

Address:         Woolgate House
                 Coleman Street
                 London EC2P 2HD

Attention:       Oil and Gas Group

Facsimile:       962 5030

Telex:           8954681 CMB G


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:

Address:         International Division
                 Orchard Brae House
                 30 Queensferry Road
                 Edinburgh EH4 2UG

Attention:       Shipping Finance

Facsimile:       (131) 343 7080


                                     -76-