<Page>
                                                                     Exhibit 4.1



                                   DATED 2001
                           ------------------------




                           GOLAR LNG 2215 CORPORATION

                                  (as borrower)


                                     - and -


                               LLOYDS TSB BANK PLC

                                   (as lender)




                    ----------------------------------------
                             US$180,000,000 SECURED
                                      LOAN
                               FACILITY AGREEMENT
                                  Hull No. 2215
                    ----------------------------------------




                               STEPHENSON HARWOOD
                            One St. Paul's Churchyard
                                 London EC4M 8SH
                               Tel: 020 7329 4422
                               Fax: 020 7606 0822
                                    Ref: 748

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                                    CONTENTS

                                                                        Page


1        Definitions and Interpretation...................................3
2        The Loan and its Purpose........................................15
3        Conditions Precedent and Subsequent.............................16
4        Representations and Warranties..................................22
5        Repayment and Prepayment........................................24
6        Funding of Balloon and Interest.................................25
7        Fees............................................................30
8        Security Documents..............................................30
9        Covenants.......................................................31
10       Cash and Earnings Accounts......................................35
11       Events of Default...............................................36
12       Set-Off and Lien................................................40
13       Assignment and Sub-Participation................................41
14       Payments, Mandatory Prepayment, Reserve
           Requirements and Illegality...................................41
15       Communications..................................................44
16       General Indemnities.............................................45
17       Miscellaneous...................................................46
18       Law and Jurisdiction............................................49
            Schedule 1...................................................50
            Annuity and Interest Rates...................................50
            Schedule 2...................................................51
            Calculation of the Mandatory Cost............................51

                                     Page 2
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LOAN AGREEMENT


Dated:             2001


BETWEEN:-

(1)      GOLAR LNG 2215 CORPORATION, a company incorporated according to the law
         of the Republic of Liberia,  with registered office at 80 Broad Street,
         Monrovia, Liberia ("the Borrower"); and

(2)      LLOYDS TSB BANK PLC,  acting through its Ship Finance  Department at PO
         Box 787. 6-8 Eastcheap, London EC3M 1AE, England ("the Bank").

WHEREAS:-

(A)      On the terms and subject to the  conditions  of the Building  Contract,
         the Builder  has agreed to  construct  the Vessel for,  and deliver the
         Vessel to, the Borrower.

(B)      On delivery of the Vessel by the Builder to the Borrower,  the Borrower
         intends  to  register  the  Vessel  under the flag of the  Republic  of
         Liberia.

(C)      The Bank has agreed to advance to the Borrower an aggregate  amount not
         exceeding  one hundred and eighty  million  Dollars  ($180,000,000)  in
         order to assist  the  Borrower  in  financing  and/or  refinancing  the
         purchase  price of the Vessel  pursuant to the  Building  Contract  and
         pre-delivery costs associated therewith and approved by the Bank

IT IS AGREED  as follows:-

1      Definitions and Interpretation

       1.1    Definitions

              In this Agreement:-

              1.1.1  "the  Accounts"  means the Cash  Account  and the  Earnings
                     Account.

              1.1.2  "the Account  Security  Deeds"  means the Account  Security
                     Deeds referred to in Clause 8.1.3.

              1.1.3  "the Address for Service" means Golar  Management  Limited,
                     30 Marsh Wall, London E14 9TP or, in relation to any of the
                     Security  Parties,  such other address in England and Wales
                     as that Security  Party may from time to time  designate by
                     no fewer than ten days' written notice to the Bank.

              1.1.4  "the  Administration"  has  the  meaning  given  to  it  in
                     paragraph 1.1.3 of the ISM Code.

              1.1.5  "the Advance Date",  in relation to any Drawing,  means the
                     date on which that  Drawing is  advanced by the Bank to the
                     Borrower pursuant to Clause 2.

                                     Page 3
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              1.1.6  "the  Assignment"  means  the  deed  of  assignment  of the
                     Insurances,   Earnings,   Charter  Rights  and  Requisition
                     Compensation referred to in Clause 8.2.2.

              1.1.7  "the  Availability  Termination Date" means 30 June 2003 or
                     such  later date as the Bank may in its  discretion  agree,
                     such  agreement not to be  unreasonably  withheld  provided
                     that the Charter and the Refund  Guarantee  shall remain in
                     full force and effect on the date such  agreement  is given
                     and that they will  remain in full force and effect for the
                     duration of the extended period.

              1.1.8  "Balloon" shall have the meaning given to it in Clause 5.1.

              1.1.9  "Break  Costs"  means  all  costs,   losses,   premiums  or
                     penalties  incurred  by the Bank as  shall be  conclusively
                     certified by the Bank (save in the case of manifest  error)
                     in the  circumstances  contemplated by Clause 16.4, or as a
                     result of it receiving any prepayment of all or any part of
                     the Loan (whether  pursuant to Clause 5 or  otherwise),  or
                     any other  payment  under or in  relation  to the  Security
                     Documents  on a day other than the due date for  payment of
                     the sum in question,  and includes (without limitation) any
                     losses or costs  incurred in  liquidating  or  re-employing
                     deposits from third parties  acquired to effect or maintain
                     the Loan, and any liabilities,  expenses or losses incurred
                     by the Bank in  terminating  or reversing,  or otherwise in
                     connection  with,  any interest rate and/or  currency swap,
                     transaction  or  arrangement  entered  into by the  Bank to
                     hedge any  exposure  arising  under this  Agreement,  or in
                     terminating or reversing,  or otherwise in connection with,
                     any open position arising under this Agreement.

              1.1.10 "the   Builder"   means   Daewoo   Shipbuilding   &  Marine
                     Engineering Co. Ltd of the Republic of Korea.

              1.1.11 "the Building Contract" means the contract dated 2 May 2001
                     (as amended by a novation  agreement  dated 28 May 2001) on
                     the  terms  and  subject  to the  conditions  of which  the
                     Builder has agreed to construct the Vessel for, and deliver
                     the  Vessel to, the  Borrower  as the same may be  amended,
                     novated or supplemented from time to time.

                                     Page 4
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              1.1.12 "the  Building  Contract  Assignment"  means  the  deed  of
                     assignment  of  Building   Contract  and  Refund  Guarantee
                     referred to in Clause 8.1.1.

              1.1.13 "Business  Day" means a day on which banks are open for the
                     transaction of business of the nature  contemplated by this
                     Agreement (and not authorised by law to close) in New York,
                     United  States of  America;  London,  England and any other
                     financial  centre which the Bank may  consider  appropriate
                     for the operation of the provisions of this Agreement.

              1.1.14 "Cash  Account"  means the bank account to be opened in the
                     name of the Borrower with the Bank and designated "LTSB Re:
                     Golar LNG 2215 Corporation - Cash Account -11397893".

              1.1.15 "Charter"  means the time  charterparty  in  respect of the
                     Vessel  for a term  of not  less  than  twenty  (20)  years
                     entered or to be entered  into between the Borrower and the
                     Charterer  or, as the context  may  require,  the  bareboat
                     charter  replacing the time charter in accordance  with the
                     provisions  of  the  time  charter  as  amended,   novated,
                     supplemented or replaced from time to time.

              1.1.16 "Charterer"  means  BG  Asia  Pacific  Pte.  Limited  of 83
                     Clemenceau   Avenue,   #14-08  UE  Square  (Shell   House),
                     Singapore  239920,  being a  wholly-owned  subsidiary of BG
                     Group plc.

              1.1.17 "Charter Rights" means all rights and benefits  accruing to
                     the  Borrower  under or arising  out of the Charter and not
                     forming part of the Earnings.

              1.1.18 "Commitment  Commission" means the commitment commission to
                     be paid by the Borrower to the Bank pursuant to Clause 7.1.

              1.1.19 a  "Communication"  means  any  notice,  approval,  demand,
                     request  or  other  communication  from  one  party to this
                     Agreement to the other.

              1.1.20 "the  Communications  Address"  means c/o Golar  Management
                     Limited,  30 Marsh  Wall,  London E14 9TP (fax no: 020 7517
                     8601) marked for the attention of the Finance Department.

                                     Page 5
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              1.1.21 "the  Company"  means,  at  any  given  time,  the  company
                     responsible  for the Vessel's  compliance with the ISM Code
                     pursuant to paragraph 1.1.2 of the ISM Code.

              1.1.22 "Currency of Account"  means, in relation to any payment to
                     be  made  to  the  Bank  under  or  pursuant  to any of the
                     Security  Documents,  the currency in which that payment is
                     required to be made by the terms of the  relevant  Security
                     Document.

              1.1.23 "Default  Rate" means the rate being the  aggregate  of the
                     Margin and two per centum  (2%) per annum above the cost to
                     the Bank of obtaining funds in amount similar to the amount
                     of  the   Indebtedness   or  any   relevant   part  of  the
                     Indebtedness  for such periods as the Bank shall  determine
                     in its discretion.

              1.1.24 "the  Delivery  Advance Date" means the Advance Date of the
                     Drawing relating to the Delivery Instalment.

              1.1.25 "the Delivery  Instalment" means the Instalment  payable on
                     delivery of the Vessel by the Builder to the Borrower.

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

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

              1.1.28 "Drawdown Notice" means a notice complying with Clause 2.3.

              1.1.29 "Drawing"  means a part of the Loan advanced by the Bank to
                     the Borrower in accordance with Clause 2.3.

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

                                     Page 6
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              1.1.31 "the Earnings Account" means a bank account to be opened in
                     the name of the  Borrower  with  the  Bank  and  designated
                     "Golar LNG 2215 Corporation - Earnings Account - 11397907".

              1.1.32 "Encumbrance"   means  any   mortgage,   charge  (fixed  or
                     floating),   pledge,   lien,   assignment,   hypothecation,
                     preferential  right,   option,  title  retention  or  trust
                     arrangement or any other agreement or arrangement which has
                     the effect of creating security or payment priority.

              1.1.33 "Event  of  Default"  means  any of the  events  set out in
                     Clause 11.2.

              1.1.34 "Environmental  Affiliate"  means any agent or  employee of
                     the  Borrower  or any other  Relevant  Party or any  person
                     having a contractual  relationship with the Borrower or any
                     other Relevant  Party in connection  with any Relevant Ship
                     or its operation or the carriage of cargo and/or passengers
                     thereon and/or the provision of goods and/or services on or
                     from a Relevant Ship.

              1.1.35 "Environmental Approval" means any consent,  authorisation,
                     licence or approval of any  governmental  or public body or
                     authorities  or courts  applicable  to any Relevant Ship or
                     its  operation or the  carriage of cargo and/or  passengers
                     thereon and/or the  provisions of goods and/or  services on
                     or from a Relevant  Ship required  under any  Environmental
                     Law.

              1.1.36 "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  Law or any  Environmental  Approval together
                     with  claims  made by any third  party  relating to damage,
                     contribution,  loss or injury, resulting from any actual or
                     threatened  emission,  spill,  release  or  discharge  of a
                     Material of Environmental Concern from any Relevant Ship.

              1.1.37 "Environmental Laws" means all national,  international and
                     state laws,  rules,  regulations,  treaties and conventions
                     applicable to any Relevant Ship pertaining to the pollution
                     or protection of human health or the environment including,
                     without   limitation,   the   carriage  of   Materials   of
                     Environmental  Concern and actual or threatened  emissions,
                     spills,    releases   or   discharges   of   Materials   of
                     Environmental  Concern.  1.1.38 "Excess  Amount" means that
                     part of the  Loan  outstanding  from  time to time  and not
                     forming part of the Balloon.

                                     Page 7
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              1.1.39 "the  Facility  Period"  means the period  beginning on the
                     date of this  Agreement  and  ending  on the date  when the
                     whole of the  Indebtedness  has been repaid in full and the
                     Borrower  has  ceased  to be under  any  further  actual or
                     contingent  liability  to the Bank  under or in  connection
                     with the Security Documents.

              1.1.40 "the  Guarantee"  means the  guarantee and indemnity of the
                     Guarantor referred to in Clause 8.1.2.

              1.1.41 "the  Guarantor"   means  Golar  LNG  Limited,   a  company
                     incorporated  according  to the  laws of  Bermuda  with its
                     registered office at Par-la-Ville  Place,  Fourth Floor, 14
                     Par-la-Ville Road, Hamilton HM08, Bermuda and/or (where the
                     context  permits)  any other person or company who shall at
                     any time  during  the  Facility  Period  give to the Bank a
                     guarantee and/or indemnity for the repayment of all or part
                     of the Indebtedness.

              1.1.42 "the  Indebtedness"  means the Loan;  all other sums of any
                     nature  (together  with all  interest on any of those sums)
                     which from time to time may be payable by the  Borrower  to
                     the Bank  pursuant to the Security  Documents;  any damages
                     payable as a result of any breach by the Borrower of any of
                     the  Security  Documents;  and any  damages  or other  sums
                     payable  as a  result  of  any of  the  obligations  of the
                     Borrower under or pursuant to any of the Security Documents
                     being  disclaimed by a liquidator or any other person,  or,
                     where the context permits,  the amount thereof for the time
                     being outstanding.

              1.1.43 "Instalment"  means an instalment of the purchase  price of
                     the Vessel payable by the Borrower pursuant to the Building
                     Contract.

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

              1.1.45 "Interest  Payment Date" means each date for the payment of
                     interest in accordance with Clause 6.

                                     Page 8
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              1.1.46 "Interest  Period" means each interest period as determined
                     pursuant to Clause 6.

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

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

              1.1.49 "LIBOR"  means the rate  displayed as the British  Bankers'
                     Association  Interest  Settlement  Rate on any  information
                     service  selected  by  the  Bank  on  which  that  rate  is
                     displayed,  for deposits in Dollars of amounts equal to the
                     amount of the Loan or any  relevant  part of the Loan for a
                     period equal in length to the relevant  Interest Period, or
                     (if the Bank is for any  reason  unable to  ascertain  that
                     rate)  the  rate  (rounded  upwards  to the  nearest  whole
                     multiple  of  one-sixteenth  of one per  centum)  at  which
                     deposits in Dollars of amounts  comparable to the amount of
                     the Loan (or any relevant  part of the Loan) are offered to
                     the Bank in the London  Interbank market for a period equal
                     in length to the relevant Interest Period.

              1.1.50 "the Loan"  means the  aggregate  amount  from time to time
                     advanced by the Bank to the  Borrower  pursuant to Clause 2
                     or, where the context permits,  the amount advanced and for
                     the time being outstanding.

                                     Page 9
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              1.1.51 "the  Managers"  means Golar  Management  Limited,  or such
                     other commercial  and/or  technical  managers of the Vessel
                     nominated by the Borrower as the Bank may in its discretion
                     approve.

              1.1.52 "Mandatory  Cost"  means  the cost  imputed  to the Bank of
                     compliance with the mandatory liquid asset  requirements of
                     the Bank of England and/or the banking supervision or other
                     costs   imposed  by  the  Financial   Services   Authority,
                     determined in accordance with the Schedule.

              1.1.53 "the Margin" means:-

                     (a)    for the period  commencing on the first Advance Date
                            and ending on the  Delivery  Advance  Date (the last
                            date  excluded),  one  point  four  five per  centum
                            (1.45%) per annum; and

                     (b)    for the period  commencing  on the Delivery  Advance
                            Date and  ending  on the last  date of the  Facility
                            Period,  the  percentage  per  annum  determined  by
                            reference to the Standard and Poors  ("S&P")  rating
                            of  the   Charterer   from  time  to  time  as  more
                            particularly set out in the table below:-

                                   S &P rating         Margin (%) per annum
                           ------------------------- -----------------------
                                      A                      1.125
                           ------------------------- -----------------------
                                     BBB +                    1.15
                           ------------------------- -----------------------
                                     BBB                      1.20
                           ------------------------- -----------------------
                                     BBB -                    1.25
                           ------------------------- -----------------------
                                      BB                      1.40
                           ------------------------- -----------------------
                                      B                       1.50

                                    Page 10
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                            Provided  that if, at any time  after  the  Delivery
                            Advance Date, the rating for the Charterer  shall at
                            any time fall below an S&P  rating of "B",  the Bank
                            and the Borrower shall, in the Bank's option,  agree
                            a new higher rate for the Margin.

              1.1.54 "Material  of  Environmental  Concern"  means  and  include
                     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 1990.

              1.1.55 "the  Maximum  Loan  Amount"  means one  hundred and eighty
                     million Dollars ($180,000,000).

              1.1.56 "the  Mortgagees'   Insurances"   means  all  policies  and
                     contracts of mortgagees'  interest  insurance,  mortgagees'
                     additional  perils (oil pollution)  insurance and any other
                     insurance  from  time  to  time  taken  out by the  Bank in
                     relation to the Vessel,  the cost of which  shall,  for the
                     avoidance of doubt, be for the Borrower's account.

              1.1.57 "the Mortgage" means the first preferred  mortgage referred
                     to in Clause 8.2.1.

              1.1.58 "Operating Expenses" means expenses properly and reasonably
                     incurred by the Borrower in connection  with the operation,
                     employment,   maintenance,  repair  and  insurance  of  the
                     Vessel.

              1.1.59 "Permitted Encumbrance" means any Encumbrance which has the
                     prior  written  approval  of the Bank,  or any  Encumbrance
                     arising  either  by  operation  of law  or in the  ordinary
                     course of the  business of the  Borrower  which is promptly
                     discharged.

              1.1.60 "the  Pledgor"  means the Guarantor in its capacity as sole
                     legal and beneficial shareholder of the Borrower.

              1.1.61 "Potential  Event of Default"  means any event which,  with
                     the giving of notice  and/or the passage of time and/or the
                     satisfaction of any materiality  test,  would constitute an
                     Event of Default.

              1.1.62 "Pounds", "Sterling" and "(pound)" each means available and
                     freely   transferable  and  convertible   funds  in  lawful
                     currency of the United Kingdom.

              1.1.63 "Proceedings"  means any suit,  action or proceedings begun
                     by the  Bank  arising  out  of or in  connection  with  the
                     Security Documents.


                                    Page 11
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              1.1.64 "Quiet  Enjoyment  Letter" means a letter  addressed by the
                     Bank to the Charterer in a form acceptable to the Bank.

              1.1.65 "the  Refund   Guarantee"  means   irrevocable   letter  of
                     guarantee  number  M0902-107-LG-00057  issued by the Refund
                     Guarantor  in  favour  of  the  Borrower  pursuant  to  the
                     Building Contract on 19 July 2001.

              1.1.66 "the  Refund  Guarantor"  means the  Export-Import  Bank of
                     Korea.

              1.1.67 "Relevant  Party" means the Borrower and any other Security
                     Party.

              1.1.68 "Relevant  Ship" means the Vessel and any other vessel from
                     time to time  (whether  before  or  after  the date of this
                     Agreement) owned, managed or crewed by or chartered to, any
                     Relevant Party.

              1.1.69 "Repayment   Date"  means  the  date  for  payment  of  any
                     Repayment Instalment in accordance with Clause 5.

              1.1.70 "Repayment  Instalment" means any instalment of the Loan to
                     be repaid by the Borrower pursuant to Clause 5.

              1.1.71 "Requisition  Compensation" means all compensation or other
                     money  which  may  from  time  to time  be  payable  to the
                     Borrower as a result of the Vessel being  requisitioned for
                     title or in any other way compulsorily acquired (other than
                     by way of requisition for hire).

              1.1.72 "the Security Documents" means this Agreement, the Building
                     Contract Assignment,  the Guarantee,  the Share Pledge, the
                     Mortgage,  the Assignment,  the Account  Security Deed, the
                     Master Agreement and any other Credit Support  Documents or
                     (where the context  permits)  any one or more of them,  and
                     any other  agreement  or document  which may at any time be
                     executed by any person as  security  for the payment of all
                     or any part of the Indebtedness.

              1.1.73 "Security Parties" means the Borrower,  the Guarantor,  the
                     Pledgor,  and any other  person or  company  who may at any
                     time during the  Facility  Period be liable for, or provide
                     security  for,  all  or  any  part  of  the   Indebtedness,
                     including, for the avoidance of doubt, the Charterer if the
                     Charter is at any time a  bareboat  charter  and  "Security
                     Party" means any one of them.


                                    Page 12
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              1.1.74 "the Share  Pledge"  means the  pledge of the issued  share
                     capital of the Borrower referred to in Clause 8.1.4.

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

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

              1.1.77 "Taxes" means all taxes, levies, imposts,  duties, charges,
                     fees,  deductions and  withholdings  (including any related
                     interest,   fines,   surcharges   and  penalties)  and  any
                     restrictions or conditions  resulting in any charge,  other
                     than taxes on the overall net income of the Bank, and "Tax"
                     and "Taxation" shall be interpreted accordingly.

              1.1.78 "Total Loss" means:-

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

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

                     (c)    the   capture,   seizure,   arrest,   detention   or
                            confiscation  of the  Vessel,  unless  the Vessel is
                            released  and  returned  to  the  possession  of the
                            Borrower   within  one  month  after  the   capture,
                            seizure,   arrest,   detention  or  confiscation  in
                            question.

              1.1.79 "the Tripartite  Agreement" means the tripartite  agreement
                     attached to the Quiet Enjoyment Letter.

              1.1.80 "the Vessel" means the LNG tanker having the Builder's hull
                     number 2215 currently under construction by the Builder for
                     the  Borrower  pursuant to the  Building  Contract  and, on
                     delivery to the Borrower,  intended to be registered  under
                     the flag of the Republic of Liberia in the ownership of the
                     Borrower and everything  now or in the future  belonging to
                     her on board and ashore.

                                    Page 13
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       1.2    Interpretation

              In this Agreement:-

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

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

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

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

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

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

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

              1.2.8  references to the Bank include its successors,  transferees
                     and assignees;

              1.2.9  references to times of day are to London time.

       1.3    Offer letter

              This Agreement  supersedes  the terms and conditions  contained in
              any  correspondence   relating  to  the  subject  matter  of  this
              Agreement  exchanged  between  the Bank and the  Borrower or their
              representatives prior to the date of this Agreement.

                                    Page 14
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2      The Loan and its Purpose

       2.1    Agreement  to lend  Subject  to the terms and  conditions  of this
              Agreement,  and in  reliance  on each of the  representations  and
              warranties made or to be made in or in accordance with each of the
              Security Documents,  the Bank agrees to advance to the Borrower an
              aggregate  amount not exceeding the Maximum Loan Amount to be used
              by the Borrower for the purpose referred to in Recital (C).

       2.2    Drawings Subject to satisfaction by the Borrower of the conditions
              set out in Clause 3.1 and Clause 3.2 or 3.3 (as appropriate),  and
              subject to Clause 2.3,  the Loan shall be advanced to the Borrower
              in no more than ten (10) Drawings (but excluding Drawings utilised
              to pay any interest  accruing prior to delivery of the Vessel) (or
              such other number as the Bank,  in its  discretion,  may agree) in
              each case by the Bank  transferring  the amount of the  Drawing in
              accordance  with the  Borrower's  instructions  by such  method of
              funds transfer as the Bank and the Borrower shall agree.

       2.3    Advance of Drawings Each Drawing shall be advanced in Dollars on a
              Business Day,  provided that the Borrower  shall have given to the
              Bank  not  fewer  than  one  Business   Day's  notice  in  writing
              materially  in the  form  set out in  Appendix  A of the  required
              Advance Date. Each Drawdown Notice once given shall be irrevocable
              and shall constitute a warranty by the Borrower that:-

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

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

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

              2.3.4  there has been no material  adverse change in the business,
                     affairs  or  financial  condition  of any  of the  Security
                     Parties from that pertaining at the date of this Agreement.

       2.4    Restrictions on Drawings No more than one Drawing may be requested
              in  respect  of each  Instalment,  and no Drawing in respect of an
              Instalment  shall be in an amount  exceeding  the  amount  due and
              payable by the Borrower to the Builder  pursuant to the  Builder's
              invoice  in  respect  of  the  Instalment  in  question  (and  any
              additional  costs and expenses duly  authorised  by the Bank),  as
              evidenced  by the copy  invoice  delivered  by the Borrower to the
              Bank pursuant to Clause 3.2 or 3.3.

                                    Page 15
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       2.5    Availability   Termination   Date  The  Bank  shall  be  under  no
              obligation  to  advance  all or any  part of the  Loan  after  the
              Availability Termination Date.

       2.6    Application  of Loan Without  prejudice to the  obligations of the
              Borrower  under this  Agreement,  the Bank shall not be obliged to
              concern itself with the application by the Borrower of any Drawing
              or the Loan.

       2.7    Loan and control  accounts  The Bank will open and  maintain  such
              loan and control  accounts  for the  Borrower as the Bank shall in
              its discretion consider necessary or desirable.

3      Conditions Precedent and Subsequent

       3.1    Conditions  Precedent  - General  Before  the Bank  shall have any
              obligation  to advance any part of the Loan,  the  Borrower  shall
              deliver  or cause to be  delivered  to or to the order of the Bank
              the following documents and evidence:-

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

              3.1.2  Corporate  authorities  Fax copies of a  resolution  of the
                     directors of each  Security  Party and a resolution  of the
                     shareholders   of  each  Security   Party  other  than  the
                     Guarantor if required  (together,  where appropriate,  with
                     signed waivers of notice of any directors' or shareholders'
                     meetings)  approving,  and  authorising  or  ratifying  the
                     execution of, those of the Security Documents to which that
                     Security  Party  is or is  intended  to be a party  and all
                     matters incidental thereto.

              3.1.3  Officer's certificate Fax copies of a certificate signed by
                     a duly authorised  officer of each of the Security  Parties
                     setting  out  the  names  of the  directors,  officers  and
                     shareholders of that Security Party.

              3.1.4  Power of attorney Fax copies of the notarially attested and
                     legalised power of attorney of each of the Security Parties
                     under   which  any   documents   are  to  be   executed  or
                     transactions undertaken by that Security Party.

                                    Page 16
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              3.1.5  Building   Contract  and  Refund   Guarantee  A  photocopy,
                     certified  as true,  accurate and complete by a director or
                     the  secretary  of  the  Borrower,   of  (a)  the  Building
                     Contract,  together (where appropriate) with such documents
                     as  the  Bank  may  reasonably   require  to  evidence  the
                     nomination  of the  Borrower  as  purchaser  of the  Vessel
                     pursuant  to the  Building  Contract,  and (b)  the  Refund
                     Guarantee,   in  each  case   together  with  all  addenda,
                     amendments or supplements.

              3.1.6  Charter  A  photocopy,  certified  as  true,  accurate  and
                     complete by a director or the  secretary of the Borrower of
                     the  Charter  together  with  all  addenda,  amendments  or
                     supplements.

              3.1.7  Quiet enjoyment  letter The quiet enjoyment letter from the
                     Bank to the Charterer duly acknowledged by the Charterer.

              3.1.8  Security   Documents   This   Agreement  and  the  Security
                     Documents  referred  to in  Clause  8.1  together  with all
                     notices and other  documents  required by any of them, duly
                     executed.

              3.1.9  Notices of assignment The notices of assignment required by
                     the  Building  Contract  Assignment  duly  executed  by the
                     Borrower  and  acknowledged  by the  Builder and the Refund
                     Guarantor,  as  the  context  may  require,  together  with
                     evidence  of the  authority  of  the  persons  signing  the
                     acknowledgement  on behalf of each of the  Builder  and the
                     Refund Guarantor.

              3.1.10 The Pledge  Documents If requested by the Bank,  the Pledge
                     Documents required by the Share Pledge.

              3.1.11 Process  agent  A  letter  from  Golar  Management  Limited
                     accepting their appointment by each of the Security Parties
                     as  agent  for  service  of  Proceedings  pursuant  to  the
                     Security Documents.

              3.1.12 Technical  Report  A  report  by a  surveyor  and/or  other
                     technical  adviser  instructed  by the Bank to  review  the
                     Building   Contract   and   the   Vessel's   specifications
                     confirming that they are in all respects  acceptable to the
                     Bank.

              3.1.13 Evidence  of  payment  Receipted  invoices  or  such  other
                     evidence  satisfactory  to the Bank that the  Borrower  has
                     paid the first  two  Instalments  due  under  the  Building
                     Contract.

       3.2    Conditions Precedent - pre-delivery Before the Bank shall have any
              obligation to advance to the Borrower any Drawing in respect of an
              Instalment  other than the Delivery  Instalment  or any Drawing in
              respect of any other pre-delivery costs and expenses authorised by
              the Bank,  the Borrower  shall,  in addition to the  documents and
              evidence  delivered pursuant to Clause 3.1, deliver or cause to be
              delivered  to the  Bank the  following  additional  documents  and
              evidence:-

                                    Page 17
<Page>

              3.2.1  Invoice In the case of a Drawing relating to an Instalment,
                     a photocopy,  certified as true, accurate and complete by a
                     director or the secretary of the  Borrower,  of the invoice
                     issued by the  Builder  evidencing  the  obligation  of the
                     Borrower  to pay the  relevant  Instalment  to the  Builder
                     pursuant to the  Building  Contract on a date no later than
                     the proposed Advance Date of the Drawing in question.

              3.2.2  Evidence  of costs  and  expenses  In the case of a Drawing
                     relating to pre-delivery  costs and expenses  authorised by
                     the Bank other than an  Instalment,  such  evidence  as the
                     Bank may require, evidencing the obligation of the Borrower
                     to pay the pre-delivery costs and expenses in question on a
                     date no later than the proposed Advance Date of the Drawing
                     in question.

              3.2.3  Drawdown Notice A Drawdown Notice.

       3.3    Conditions  Precedent - Delivery  Instalment Before the Bank shall
              have any  obligation  to  advance  to the  Borrower  a Drawing  in
              respect  of  the  Delivery  Instalment,  the  Borrower  shall,  in
              addition  to the  documents  and  evidence  delivered  pursuant to
              Clause  3.1,  deliver  or  cause to be  delivered  to the Bank the
              following additional documents and evidence:-.

              3.3.1  Officer's  certificate  A  certificate  signed  by  a  duly
                     authorised officer of each of the Security Parties dated no
                     later  than five (5)  Business  Days  before  the  Delivery
                     Advance  Date  confirming  that none of the  documents  and
                     evidence  delivered to the Bank pursuant to Clauses  3.1.1,
                     3.1.2 and 3.1.4 has been  amended,  modified  or revoked in
                     any way since its delivery to the Bank.

              3.3.2  Vessel documents  Photocopies,  certified as true, accurate
                     and  complete  by  a  director  or  the  secretary  of  the
                     Borrower, of:-

                     (a)    the invoice issued by the Builder and  countersigned
                            by the Vessel's  classification  society  evidencing
                            the  obligation  of the Borrower to pay the Delivery
                            Instalment  to the Builder  pursuant to the Building
                            Contract  on a  date  no  later  than  the  proposed
                            Delivery Advance Date;

                     (b)    the  builder's   certificate  and/or  bill  of  sale
                            transferring  title in the  Vessel  to the  Borrower
                            free of all  encumbrances,  maritime  liens or other
                            debts;

                                    Page 18
<Page>

                     (c)    the protocol of delivery and  acceptance  evidencing
                            the unconditional physical delivery of the Vessel by
                            the Builder to the Borrower pursuant to the Building
                            Contract;

                     (d)    the declaration of warranty issued by the Builder to
                            the Borrower pursuant to the Building Contract;

                     (e)    the  management  agreement  between the Borrower and
                            the Managers relating to the Vessel;

                     (f)    the Vessel's Safety Construction,  Safety Equipment,
                            Safety Radio, Load Line and IOPP Certificates;

                     (g)    the Vessel's Certificate of Financial Responsibility
                            issued  pursuant to the United  States Oil Pollution
                            Act 1990;

                     (h)    the Vessel's SMC; and

                     (i)    the Company's DOC;

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

              3.3.3  Evidence of ownership A fax copy of the  certificate(s)  of
                     ownership and  encumbrance  (or  equivalent)  issued by the
                     Registrar of Ships (or equivalent official) at the Vessel's
                     existing port of registry  confirming that the Vessel is on
                     the Delivery Advance Date owned by the Borrower and free of
                     registered Encumbrances.

              3.3.4  Evidence of insurance  Evidence that the Vessel is, or will
                     from the Delivery  Advance  Date be,  insured in the manner
                     required  by the  Security  Documents  and that  letters of
                     undertaking  will be issued in the manner  required  by the
                     Security Documents, together with (if required by the Bank)
                     a written  report  regarding the Insurances by an insurance
                     adviser  appointed by the Bank in a form  acceptable to the
                     Bank.

              3.3.5  Certificate  of class A fax copy of an interim  Certificate
                     of Class for hull and machinery  confirming that the Vessel
                     is classed with the highest class  applicable to vessels of
                     her  type   with  Det   norske   Veritas   or  such   other
                     classification society as may be acceptable to the Bank.

                                    Page 19
<Page>

              3.3.6  Survey report A report by a surveyor and/or other technical
                     adviser  instructed  by the  Bank  to  inspect  the  Vessel
                     confirming  that  the  condition  of the  Vessel  is in all
                     respects acceptable to the Bank.

              3.3.7  Security  Documents The Security  Documents  referred to in
                     Clause 8.2  together  with all notices and other  documents
                     required by any of them,  duly executed and, in the case of
                     the Mortgage,  registered  with first priority  through the
                     Registrar of Ships (or equivalent official) at the Vessel's
                     port of registry.

              3.3.8  Drawdown Notice A Drawdown Notice.

              3.3.9  Mandates  Such duly signed  forms of mandate,  and/or other
                     evidence  of  opening  of the  Accounts,  as the  Bank  may
                     require.

              3.3.10 Legal opinions  Confirmation  satisfactory to the Bank that
                     all  legal  opinions  required  by the  Bank  will be given
                     substantially in the form required by the Bank.

       3.4    Conditions  Subsequent - first Drawing The Borrower  undertakes to
              deliver or to cause to be  delivered to the Bank on, or as soon as
              practicable  after,  the Advance  Date of the first  Drawing,  the
              following additional documents and evidence:-

              3.4.1  Companies Act  registrations  Evidence that the  prescribed
                     particulars  of the Building  Contract  Assignment  and the
                     Share  Pledge  have  been  delivered  to the  Registrar  of
                     Companies  of England and Wales within the  statutory  time
                     limit.

              3.4.2  Originals  or   photocopies   Originals   or   photocopies,
                     certified  as true,  accurate and complete by a director or
                     the  secretary of the Borrower,  of any document  which was
                     supplied to the Bank as a fax copy pursuant to Clause 3.1.

       3.5    Conditions  Subsequent - Delivery Advance The Borrower  undertakes
              to deliver or to cause to be  delivered to the Bank on, or as soon
              as  practicable  after,  the Delivery  Advance Date, the following
              additional documents and evidence:-

              3.5.1  Evidence of registration Evidence of permanent registration
                     of the Vessel and the Mortgage  (with first  priority) with
                     the  Registrar  of Ships (or  equivalent  official)  at the
                     Vessel's port of registry.

              3.5.2  Letters of  undertaking  Letters of undertaking as required
                     by the Security Documents in form and substance  acceptable
                     to the Bank.

                                    Page 20
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              3.5.3  Legal  opinions  Such  legal  opinions  as the  Bank  shall
                     require.

              3.5.4  Companies Act  registrations  Evidence that the  prescribed
                     particulars  of the Security  Documents have been delivered
                     to the  Registrar  of Companies of England and Wales within
                     the statutory time limit.

              3.5.5  Originals or photocopies Originals or photocopies certified
                     as  true,  accurate  and  complete  by a  director  or  the
                     secretary  of the  Borrower,  of  any  document  which  was
                     supplied to the Bank as a fax copy pursuant to Clause 3.3.

              3.5.6  Master's receipt The master's receipt for the Mortgage.

       3.6    No waiver If the Bank in its sole discretion agrees to advance any
              Drawing to the Borrower  before all of the  documents and evidence
              required  by Clause 3.1 and/or 3.2 and/or 3.3 have been  delivered
              to or to the order of the Bank, the Borrower undertakes to deliver
              all  outstanding  documents and evidence to or to the order of the
              Bank no later than the date  specified by the Bank, and the Bank's
              advance of the Drawing shall not be taken as a waiver of its right
              to require  production of all the documents and evidence  required
              by Clauses 3.1, 3.2 and 3.3.

       3.7    Form and content All documents and evidence  delivered to the Bank
              pursuant to this Clause shall:-

              3.7.1  be in form and substance acceptable to the Bank;

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

              3.7.3  if required by the Bank, be certified, notarised, legalised
                     or attested in a manner acceptable to the Bank.

       3.8    Event of Default The Bank shall be under no  obligation to advance
              any part of the Loan nor to act on any Drawdown  Notice if, at the
              date of any Drawdown Notice or at the date on which the advance of
              a Drawing is requested in any Drawdown Notice, an Event of Default
              or Potential Event of Default shall have occurred,  or if an Event
              of Default or  Potential  Event of Default  would  result from the
              advance of the Drawing in question.

                                    Page 21
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4      Representations and Warranties

       The  Borrower  represents  and  warrants  to the Bank at the date of this
       Agreement  and  (by  reference  to  the  facts  and  circumstances   then
       pertaining) at the date of each Drawdown Notice, at each Advance Date and
       at each Interest Payment Date as follows:-

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

       4.2    Solvency  None  of  the  Security   Parties  is  insolvent  or  in
              liquidation or  administration  or subject to any other insolvency
              procedure,    and   no    receiver,    administrative    receiver,
              administrator,  liquidator,  trustee or analogous officer has been
              appointed in respect of any of the Security  Parties or all or any
              part of their assets.

       4.3    Binding  obligations The Building  Contract does, and the Security
              Documents  when duly executed and delivered  will,  constitute the
              legal,  valid and  binding  obligations  of the  Security  Parties
              enforceable in accordance with their respective terms.

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

       4.5    Registrations   and  consents  With  the  exception  only  of  the
              registrations  referred  to in Clauses  3.4 and 3.5,  all (if any)
              consents,   licences,   approvals   and   authorisations   of,  or
              registrations with or declarations to, any governmental authority,
              bureau or agency  which may be  required  in  connection  with the
              execution,  delivery,  performance,  validity or enforceability of
              the Security  Documents  have been  obtained or made and remain in
              full force and effect and the  Borrower  is not aware of any event
              or circumstance  which could  reasonably be expected  adversely to
              affect the right of any of the  Security  Parties  to hold  and/or
              obtain  renewal  of any  such  consents,  licences,  approvals  or
              authorisations.

       4.6    Disclosure  of  material  facts The  Borrower  is not aware of any
              material facts or  circumstances  which have not been disclosed to
              the Bank and which might,  if disclosed,  have adversely  affected
              the decision of a person  considering  whether or not to make loan
              facilities of the nature  contemplated by this Agreement available
              to the Borrower.

                                    Page 22
<Page>

       4.7    No material  litigation There is no action,  suit,  arbitration or
              administrative  proceeding pending or to its knowledge about to be
              pursued  before  any  court,  tribunal  or  governmental  or other
              authority  which  would,  or would be likely to, have a materially
              adverse  effect on the business,  assets,  financial  condition or
              creditworthiness of any of the Security Parties.

       4.8    No  breach  of  law  or  contract  The  execution,   delivery  and
              performance  of the Security  Documents  will not  contravene  any
              contractual  restriction or any law binding on any of the Security
              Parties or on any shareholder (whether legal or beneficial) of any
              of the Security Parties, or the constitutional documents of any of
              the  Security  Parties,  nor result in the creation of, nor oblige
              any of the Security Parties to create, any Encumbrance over all or
              any of its assets, with the exception of the Encumbrances  created
              by or pursuant to the Security  Documents,  and, in entering  into
              those of the  Security  Documents  to which it is,  or is to be, a
              party,  and in borrowing the Loan,  the Borrower is acting for its
              own account.

       4.9    No  deductions  The Borrower is not required to make any deduction
              or withholding from any payment which it may be obliged to make to
              the Bank under or pursuant to the Security Documents.

       4.10   No  established  place of business in the United Kingdom or United
              States None of the Security Parties has, nor will any of them have
              during the Facility  Period,  an established  place of business in
              the United Kingdom or the United States of America.

       4.11   Use of Loan The Loan  will be used for the  purpose  specified  in
              Recital (C).

       4.12   Completeness of Documents The certified copy documents provided or
              to be provided  by the  Borrower  to the Bank in  accordance  with
              Clauses 3.1.5, 3.1.6, 3.2.1 and 3.3.2 do, or will,  constitute the
              full  agreement  between (i) the Builder and the  Borrower and the
              Refund Guarantor and the Borrower in relation to the construction,
              sale and  purchase of the Vessel,  and (ii) the  Borrower  and the
              Charterer in relation to the time  chartering of the Vessel,  and,
              in each case, there are no commissions, rebates, premiums or other
              payments due other than in the  ordinary  course of business or as
              disclosed to, and approved in writing by, the Bank.

                                    Page 23
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5      Repayment and Prepayment

       5.1    Repayment The Borrower agrees to repay the Loan to the Bank by (a)
              one hundred  and forty four (144)  consecutive  monthly  Repayment
              Instalments and (b) a balloon payment in the amount of one hundred
              and  eighteen  million  Dollars   ($118,000,000)  (the  "Balloon")
              payable  concurrently  with the final  Repayment  Instalment,  the
              first  Repayment Date being the earlier of (i) the date upon which
              the  Borrower  delivers  the  Vessel  to the  Charterer  under the
              Charter (whether immediately ex-Builder's yard or in Trinidad) and
              (ii) the date  which is one  calendar  month  after  the  Delivery
              Advance Date and subsequent  Repayment  Dates being at consecutive
              intervals of one calendar month thereafter.  Subject always to the
              provisions of Clause 5.2, the amount of each Repayment  Instalment
              shall  be the  amount  shown as  principal  in the  column  headed
              "Principal Repayment" in Schedule 1.

       5.2    Reduction  of  Balloon If the  aggregate  amount  advanced  to the
              Borrower  is less than the Maximum  Loan  Amount,  each  Repayment
              Instalment  (including  the Balloon) the Balloon  shall be reduced
              pro rata.

       5.3    Prepayment The Borrower may prepay the Loan in whole or in part in
              an amount equal to one million Dollars ($1,000,000) or an integral
              multiple  of that  amount  (or as  otherwise  may be agreed by the
              Bank)  provided that it has first given to the Bank not fewer than
              ten (10) days' prior written notice  expiring on a Business Day of
              its  intention  to do so. Any notice  pursuant to this Clause once
              given shall be  irrevocable  and shall oblige the Borrower to make
              the  prepayment  referred  to in the  notice on the  Business  Day
              specified in the notice, together with all interest accrued on the
              amount prepaid up to and including that Business Day.

       5.4    Prepayment  indemnity If the  Borrower  shall,  subject  always to
              Clause 5.3,  make a  prepayment  on a Business  Day other than the
              last day of an  Interest  Period  in  respect  of the whole of the
              Loan,  it shall,  in  addition  to the amount  prepaid and accrued
              interest, pay to the Bank any amount which the Bank may certify is
              necessary to compensate  the Bank for any Break Costs  incurred by
              the Bank as a result of the making of the prepayment in question.

                                    Page 24
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       5.5    Application of  prepayments  Any prepayment in an amount less than
              the  Indebtedness  shall be applied in  satisfaction  or reduction
              first of any costs and other amounts outstanding  (including,  for
              the avoidance of doubt, any Break Costs); secondly of all interest
              outstanding; thirdly of the Balloon; and fourthly of the Repayment
              Instalments in inverse order of maturity.

       5.6    No  reborrowing  No amount  repaid  or  prepaid  pursuant  to this
              Agreement may in any circumstances be reborrowed.

6      Funding of Balloon and Interest

       6.1    Determination  of  Funding  Rate  for  the  Balloon  The  Borrower
              irrevocably   authorises   the  Bank  to  obtain  at  the   Bank's
              discretion, subject always to the provisions of Clause 9.2.13 on a
              Business Day  nominated by the Borrower,  in  accordance  with its
              normal practices,  a rate in the London Interbank Market for fixed
              rate  funds in amounts  and  maturities  appropriate  to match the
              repayment of the Balloon in accordance  with Clause 5.1 and on the
              basis that interest will accrue on the Balloon at the aggregate of
              (a) the  fixed  rate  obtained  by the  Bank  and  (b) the  Margin
              (together "the Funding Rate"),  the amount of each such payment to
              be calculated by the Bank whose certification shall be final (save
              in the case of manifest error).

       6.2    Assumptions The Borrower  acknowledges that the form of Schedule 1
              annexed to this  Agreement  is by way of example only and has been
              calculated upon the assumptions that (a) the interest rate payable
              on the Balloon  will be seven  point three four per cent  (7.340%)
              per annum,  and (b) the amount of the Balloon  will be one hundred
              and eighteen million Dollars (US$118,000,000).  If, (when the Bank
              has fixed the Funding Rate in  accordance  with Clause 6.1) any of
              such  assumptions  proves to be incorrect,  the Bank shall reissue
              Schedule 1. The revised  schedule shall  constitute  Schedule 1 to
              this Agreement for all purposes and each reference to "Schedule 1"
              in this Agreement shall  thereafter be a reference to such revised
              schedule, unless and until further revised in accordance with this
              Agreement and the Bank's  calculation  and  certification  of such
              revised  schedule  shall (in the  absence  of  manifest  error) be
              conclusive.

       6.3    Payment  of  Interest  in respect of the  Balloon  Interest  shall
              accrue  on the  Balloon  from day to day at the  Funding  Rate and
              accrued  interest  (other than  interest at the Default  Rate,  in
              respect of which  Clause 6.12 shall  apply)  shall be paid on each
              Repayment  Date  in the  amount  specified  in the  column  headed
              "Interest Payment - Balloon" in Schedule 1.

                                    Page 25
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       6.4    Notification  of Funding  Rate The Bank shall  notify the Borrower
              promptly of the Funding Rate applicable to the Balloon  determined
              by it under this Clause 6.

       6.5    Market disruption: non-availability

              6.5.1  If and whenever the Bank decides (which  decision shall, in
                     the absence of manifest error, be conclusive):

                     (a)    that  adequate  and  fair  means  do not  exist  for
                            ascertaining the Funding Rate; or

                     (b)    that  deposits in Dollars are not  available  to the
                            Bank in the London  Interbank Market in the ordinary
                            course of business in sufficient amounts to fund the
                            Balloon;

                            the  Bank  shall  give a  notice  (a  "Determination
                            Notice") to the  Borrower.  A  Determination  Notice
                            shall   contain    particulars   of   the   relevant
                            circumstances  giving  rise to its issue.  After the
                            giving  of  any  Determination  Notice  the  undrawn
                            amount of the Balloon (if any) shall not be advanced
                            or borrowed until notice to the contrary is given to
                            the Borrower by the Bank.

              6.5.2  During the period of ten (10) days after any  Determination
                     Notice has been given by the Bank pursuant to Clause 6.5.1,
                     the  Bank   shall   certify  an   alternative   basis  (the
                     "Substitute  Basis") for maintaining the continuing drawing
                     of  the  Balloon.   The   Substitute   Basis  may  (without
                     limitation)   include    alternative    interest   periods,
                     alternative currencies or alternative rates of interest but
                     shall  include a margin above the cost of funds to the Bank
                     equivalent  to  the  Margin.   Each  Substitute   Basis  so
                     certified shall be binding upon the Borrower and shall take
                     effect in accordance with its terms from the date specified
                     in the  Determination  Notice  until  such time as the Bank
                     notifies  the  Borrower  that  none  of  the  circumstances
                     specified in Clause 6.5.1  continues to exist whereupon the
                     normal  interest rate fixing  provisions of this  Agreement
                     shall apply.

       6.6    Interest Periods for the Excess Amount The period during which any
              part of the Excess  Amount shall be  outstanding  pursuant to this
              Agreement shall be divided into  consecutive  Interest  Periods of
              either:

              6.6.1  three, six, nine or twelve months' duration; or

              6.6.2  such  other  duration  as may be  agreed by the Bank in its
                     discretion.

                                    Page 26
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       6.7    Beginning  and end of  Interest  Periods  in respect of the Excess
              Amount The first  Interest  Period in respect of the Excess Amount
              or  a  part  thereof  shall  begin  on  the  first  Advance  Date.
              Notwithstanding Clause 6.6 the first Interest Period in respect of
              each Drawing or a part thereof  forming part of the Excess  Amount
              other  than the  first  shall be of such a length as to end on the
              same date as the then current  Interest  Period  applicable to the
              remainder of the Excess Amount,  and the final Interest  Period in
              respect  of the  Excess  Amount  shall end on the  Repayment  Date
              applicable to the final Repayment Instalment for the Loan.

       6.8    Interest  Periods to meet  Repayment  Dates After  delivery of the
              Vessel  pursuant to the Building  Contract,  if an Interest Period
              does not  expire  on the next  Repayment  Date,  there  shall,  in
              respect of each part of the  Excess  Amount  equal to a  Repayment
              Instalment  falling  due for  payment  before  the  expiry of that
              Interest Period,  be a separate Interest Period which shall expire
              on the relevant  Repayment  Date in respect of the Excess  Amount,
              and the  Interest  Period  selected  or agreed  shall apply to the
              balance of the Excess Amount only.

       6.9    Interest rate for the Excess  Amount  During each Interest  Period
              interest shall accrue on the Excess Amount at the rate  determined
              by the  Bank to be the  aggregate  of (a) the  Margin,  (b)  LIBOR
              determined at or about 11.00 a.m. on the second Business Day prior
              to the  beginning of that  Interest  Period and (c) the  Mandatory
              Cost.

       6.10   Accrual  and payment of  interest  Interest  on the Excess  Amount
              shall accrue from day to day,  shall be calculated on the basis of
              a 360 day year and the actual  number of days  elapsed (or, in any
              circumstance where market practice differs, in accordance with the
              prevailing  market  practice) and shall be paid by the Borrower to
              the Bank on the last day of each  Interest  Period in  respect  of
              their Excess Amount and  additionally  during any Interest  Period
              exceeding three months,  on the last day of each successive  three
              month period after the beginning of that Interest Period.

       6.11   Ending of Interest Periods Each Interest Period  applicable to the
              Excess  Amount  shall,  subject to Clauses 6.7 and 6.8, end on the
              date  which  numerically  corresponds  to the  date on  which  the
              immediately  preceding  Interest  Period in  respect of the Excess
              Amount  or a part  thereof  ended  (or,  in the case of the  first
              Interest Period,  to the first Advance Date) in the calendar month
              which is the  number  of  months  selected  or  agreed  after  the
              calendar month in which the immediately  preceding Interest Period
              in  respect  of the Excess  Amount  ended (or,  in the case of the
              first Interest Period,  in which the first Advance Date occurred),
              except that:-

              6.11.1 if  there  is no  numerically  corresponding  date  in  the
                     calendar  month in which the Interest  Period in respect of
                     the Excess  Amount (or a part thereof)  ends,  the Interest
                     Period in respect of the Excess  Amount (or a part thereof)
                     shall end on the last Business Day in that calendar  month;
                     and

                                    Page 27
<Page>

              6.11.2 if any Interest  Period in respect of the Excess Amount (or
                     a part thereof)  would end on a day which is not a Business
                     Day, that  Interest  Period in respect of the Excess Amount
                     (or a  part  thereof)  shall  end on  the  next  succeeding
                     Business Day (unless the next succeeding Business Day falls
                     in the next  calendar  month,  in which event the  Interest
                     Period in respect of the Excess  Amount (or a part thereof)
                     in question shall end on the next preceding Business Day).

              Any  adjustment  made pursuant to Clause 6.11.1 or 6.11.2 shall be
              ignored  for the  purpose  of  determining  the date on which  any
              subsequent Interest Period shall end.

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

       6.13   Determinations  conclusive Each  determination of an interest rate
              made by the Bank in  accordance  with  Clause 6 shall (save in the
              case of  manifest  error or on any  question  of law) be final and
              conclusive.

       6.14   Determination  of Funding Rate for the Excess  Amount The Borrower
              may, provided no Event of Default has occurred which is continuing
              and  subject  to  the  Bank's  consent  such  consent  not  to  be
              unreasonably withheld,  elect to fix the rate of interest pursuant
              to this Clause 6 payable in respect of the Excess Amount by giving
              to the Bank not less than three (3) Business  Days written  notice
              of its intention to do so. If the Borrower  makes such an election
              pursuant to this Clause 6.14, the Borrower irrevocably  authorises
              the Bank to obtain at the Bank's  discretion,  in accordance  with
              its normal  practices,  a rate in the London  Interbank Market for
              fixed rate funds in amounts and  maturities  appropriate  to match
              the repayment of the Excess Amount or, as appropriate, the balance
              of the Excess  Amount by one  hundred  and forty four (144) or, if
              appropriate, the number of Repayment Instalments still outstanding
              at the date on which the  election  contained  in this Clause 6.14
              shall  become   effective,   monthly   Repayment   Instalments  in
              accordance  with  Clause 5.1 and on the basis that  interest  will
              accrue  on the Loan at the  aggregate  of (a) the cost of funds to
              the Bank (as  determined by the Bank),  (b) the Margin and (c) the
              Mandatory Cost ( together "the Funding Rate"),  the amount of each
              such  payment and the  proportion  of each such  payment  which is
              allocated to principal or interest to be calculated by the Bank on
              an annuity basis.

                                    Page 28
<Page>

       6.15   Payment  of  Interest  in  respect  of the  Excess  Amount  If the
              Borrower elects to fix the rate of interest in accordance with and
              pursuant to Clause 6.14 interest shall accrue on the Loan from day
              to day at the  Funding  Rate  and  accrued  interest  (other  than
              interest  at the  Default  Rate,  in respect of which  Clause 6.12
              shall  apply) shall be paid on each  Repayment  Date in respect of
              the  Excess  Amount in an amount  as  notified  by the Bank to the
              Borrower  which amount  shall  constitute a new Schedule 1 to this
              Agreement and which, save in the case of manifest error,  shall be
              binding on the Borrower  with regard to repayment of principal and
              interest.

       6.16   Notification  of Funding  Rate The Bank shall  notify the Borrower
              promptly of the Funding  Rate  determined  by it under this Clause
              6.16.

       6.17   Market disruption: non-availability

              6.17.1 If an election has been made pursuant to the  provisions of
                     Clause  6.14  if  and  whenever  the  Bank  decides  (which
                     decision  shall,  in the  absence  of  manifest  error,  be
                     conclusive):

                     (a)    that  adequate  and  fair  means  do not  exist  for
                            ascertaining the Funding Rate; or

                     (b)    that  deposits in Dollars are not  available  to the
                            Bank in the London  Interbank Market in the ordinary
                            course of business in sufficient amounts to fund the
                            Loan;

                     the Bank shall give a notice (a "Determination  Notice") to
                     the  Borrower.   A   Determination   Notice  shall  contain
                     particulars  of the relevant  circumstances  giving rise to
                     its issue. After the giving of any Determination Notice the
                     undrawn  amount of the Excess  Amount (if any) shall not be
                     advanced or borrowed  until notice to the contrary is given
                     to the Borrower by the Bank.

              6.17.2 During the period of ten (10) days after any  Determination
                     Notice  has  been  given  by the Bank  pursuant  to  clause
                     6.17.1,  the Bank shall certify an  alternative  basis (the
                     "Substitute  Basis") for maintaining the Excess Amount. The
                     Substitute   Basis   may   (without   limitation)   include
                     alternative  interest  periods,  alternative  currencies or
                     alternative  rates of interest  but shall  include a margin
                     above  the  cost of funds  to the  Bank  equivalent  to the
                     Margin. Each Substitute Basis so certified shall be binding
                     upon the Borrower and shall take effect in accordance  with
                     its  terms  from the date  specified  in the  Determination
                     Notice  until such time as the Bank  notifies  the Borrower
                     that none of the  circumstances  specified in clause 6.17.1
                     continues  to exist  whereupon  the  normal  interest  rate
                     fixing provisions of this Agreement shall apply.

                                    Page 29
<Page>

7      Fees

       7.1    Arrangement  fee The Borrower shall pay to the Bank an arrangement
              fee  of  one  million  two  hundred  and  fifty  thousand  Dollars
              ($1,250,000) by way of two  instalments,  of which two hundred and
              fifty thousand  Dollars  ($250,000) shall be paid on or before the
              earlier to occur of the  delivery  of the Vessel by the Builder to
              the Borrower and the Availability Termination Date and the balance
              of one million Dollars ($1,000,000) shall be paid immediately upon
              demand by way of written notice from the Bank to the Borrower.

       7.2    Commitment  commission  The  Borrower  shall  pay  to  the  Bank a
              commitment  commission  calculated  at the rate of one half of one
              per centum (1/2%) per annum on the undrawn amount of the Loan from
              time to time from the earlier of the date of this Agreement and 15
              January  2002 to the earlier to occur of (a) the date on which the
              Maximum Loan Amount  shall have been  advanced to the Borrower and
              (b) the Availability  Termination Date, both dates inclusive.  The
              Commitment  Commission will accrue from day to day on the basis of
              a 360 day year and the actual number of days elapsed, and shall be
              paid  quarterly  in arrears  with a final pro rata  payment on the
              earlier  to occur of the date on which  the  Maximum  Loan  Amount
              shall have been  advanced  to the  Borrower  and the  Availability
              Termination Date.

8      Security Documents

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

       8.1    pre-delivery on or before the first Advance Date:-

              8.1.1  the Building  Contract  Assignment a deed of  assignment of
                     the Building Contract and Refund Guarantee;

              8.1.2  the Guarantee the guarantee and indemnity of the Guarantor;

              8.1.3  the Account  Security Deeds account  security deeds, one in
                     respect of all  amounts  from time to time  standing to the
                     credit  of the  Cash  Account  and  one in  respect  of all
                     amounts  from time to time  standing  to the  credit of the
                     Earnings Account; and

              8.1.4  the Share  Pledge if requested by the Bank, a pledge of all
                     the issued shares of the Borrower.

       8.2    post-delivery on or before the Delivery Advance Date:-

              8.2.1  the Mortgage a first  preferred  mortgage  over the Vessel;
                     and

              8.2.2  the  Assignment  a deed of  assignment  of the  Insurances,
                     Earnings, Charter Rights, and Requisition Compensation.

                                    Page 30
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9      Covenants

       9.1    Negative covenants

              The Borrower will not without the Bank's prior written consent:-

              9.1.1  no disposals or third party rights  dispose of or create or
                     permit to arise or continue any  Encumbrance or other third
                     party  right on or over all or any part of its  present  or
                     future  assets  or  undertaking  other  than any  Permitted
                     Encumbrances existing from time to time; nor

              9.1.2  no  borrowings  borrow  any money or incur any  obligations
                     under leases other than pursuant to this  Agreement  except
                     in respect  of  inter-company  loans  which have been fully
                     subordinated  to  the  Bank's  rights  under  the  Security
                     Documents in a manner acceptable to the Bank; nor

              9.1.3  no repayments  repay any loans made to it except in respect
                     of  inter-company  loans or amounts made available to it by
                     the Guarantor; nor

              9.1.4  no substantial liabilities except in the ordinary course of
                     business,  incur any  liability to any third party which is
                     in the opinion of the Bank of a substantial nature; nor

              9.1.5  no other  business  engage in any  business  other than the
                     ownership,  operation,  chartering  and  management  of the
                     Vessel; nor

              9.1.6  no loans or other financial  commitments  make any loan nor
                     enter  into  any   guarantee   or  indemnity  or  otherwise
                     voluntarily  assume any actual or  contingent  liability in
                     respect of any obligation of any other person; nor

              9.1.7  no sale of Vessel sell or  otherwise  dispose of the Vessel
                     or any shares in the Vessel nor agree to do so; nor

              9.1.8  no  chartering   after  Event  of  Default   following  the
                     occurrence  and  during  the  continuation  of an  Event of
                     Default  let the  Vessel on  charter or renew or extend any
                     charter or other  contract of employment of the Vessel (nor
                     agree to do so) other than under the Charter; nor

              9.1.9  no change  in  management  appoint  anyone  other  than the
                     Managers as commercial or technical managers of the Vessel,
                     nor terminate or materially vary the  arrangements  for the
                     commercial  or  technical  management  of the  Vessel,  nor
                     permit  the  Managers  to  change  the  sub-contractors  or
                     delegate  the  commercial  or technical  management  of the
                     Vessel to any third party except as already notified to the
                     Bank; nor

              9.1.10 no change in ownership or control  permit any change in its
                     beneficial  ownership  and control from that advised to the
                     Bank at the date of this Agreement.

              9.1.11 no  amendments  to  Charter  agree  to any  substantial  or
                     material  amendment to or  variation  of the  Charter,  nor
                     excuse  the  Charterer  from  performance  of  any  of  its
                     obligations pursuant to the Charter.

                                    Page 31
<Page>

       9.2    Positive covenants

              9.2.1  Registration of Vessel The Borrower  undertakes to maintain
                     the  registration  of the Vessel under the flag referred to
                     in Recital (B) from the  Delivery  Advance Date and for the
                     remainder of the Facility Period.

              9.2.2  Financial  statements The Borrower will supply to the Bank,
                     without  request,   (a)  the  Borrower's  annual  financial
                     statements for each  financial year of the Borrower  ending
                     during  the  Facility  Period,  containing  (amongst  other
                     things) the  Borrower's  profit and loss  account  for, and
                     balance  sheet at the end of,  each  such  financial  year,
                     prepared   in   accordance    with    generally    accepted
                     international    accounting    principles   and   practices
                     acceptable to the Bank consistently applied, and audited by
                     a firm of chartered accountants (or equivalent)  acceptable
                     to the Bank,  in each case  within one  hundred  and eighty
                     (180) days of the end of the  financial  year to which they
                     relate and (b) the quarterly unaudited financial management
                     statements  for  each  financial  quarter  of the  Borrower
                     ending  during the Facility  Period  within sixty (60) days
                     after the end of the  quarter  to which  they  relate.  The
                     Borrower  will  procure  that the  Bank is  given  the like
                     information  relating to the Guarantor within the same time
                     frames as aforementioned.

              9.2.3  Other  information The Borrower will promptly supply to the
                     Bank copies of all  financial  and other  information  from
                     time to time given by the Borrower to its  shareholders and
                     such information and explanations as the Bank may from time
                     to time  require in  connection  with the  operation of the
                     Vessel and the Borrower's  profit and  liquidity,  and will
                     procure  that the Bank be given  the like  information  and
                     explanations  relating to all other Security Parties (other
                     than the Charterer).

              9.2.4  Evidence of  goodstanding  The  Borrower  will from time to
                     time on the  request  of the Bank  provide  the  Bank  with
                     evidence  in form and  substance  satisfactory  to the Bank
                     that the Security Parties and all corporate shareholders of
                     any of the Security Parties remain in good standing.

              9.2.5  Evidence of current  COFR Without  limiting the  Borrower's
                     obligations under Clause 9.2.3, the Borrower will from time
                     to time on the  request of the Bank  provide  the Bank with
                     such evidence as the Bank may  reasonably  require that the
                     Vessel has a valid and  current  Certificate  of  Financial
                     Responsibility  pursuant to the United States Oil Pollution
                     Act 1990.

              9.2.6  ISM Code compliance The Borrower will:-

                     (a)    procure that the Vessel  remains,  from the Delivery
                            Advance  Date and for the  remainder of the Facility
                            Period, subject to a SMS;

                     (b)    maintain a valid and current SMC for the Vessel from
                            the Delivery  Advance Date and for the  remainder of
                            the Facility Period;

                     (c)    if not itself the Company,  procure that the Company
                            maintains a valid and current DOC from the  Delivery
                            Advance  Date and for the  remainder of the Facility
                            Period;

                                    Page 32
<Page>

                     (d)    immediately notify the Bank in writing of any actual
                            or threatened withdrawal,  suspension,  cancellation
                            or  modification  of  the  Vessel's  SMC  or of  the
                            Company's DOC;

                     (e)    immediately  notify  the  Bank  in  writing  of  any
                            "accident"  or  "major  non-conformity",  as each of
                            those  terms is  defined  in the  Guidelines  on the
                            Implementation   of   the    International    Safety
                            Management  Code by  Administrations  adopted by the
                            Assembly of the International  Maritime Organisation
                            pursuant to Resolution  A.788(19),  and of the steps
                            being taken to remedy the situation; and

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

              9.2.7  Inspection   of  records  The  Borrower   will  permit  the
                     inspection of its financial  records and accounts from time
                     to time by the Bank or its nominee.

              9.2.8  Pari passu  obligations  The  Borrower  will  ensure  that,
                     throughout  the Facility  Period,  the  obligations  of the
                     Security   Parties   under  or  pursuant  to  the  Security
                     Documents  rank at least pari passu with all other existing
                     or future  indebtedness,  obligations or liabilities of the
                     Security Parties,  other than any mandatorily  preferred by
                     law.

              9.2.9  Notification   of  Event  of  Default  The  Borrower   will
                     immediately notify the Bank in writing of the occurrence of
                     any Event of Default or Potential Event of Default.

              9.2.10 Valuations  The  Borrower  will at the request of the Bank,
                     but no more than once in each  twelve  (12)  month  period,
                     provide  the Bank with a  valuation  of the  Vessel (on the
                     basis of an arm's  length sale on normal  commercial  terms
                     and  free of any  existing  charter  or other  contract  of
                     employment),   such   valuation   to  be  obtained  by  the
                     Borrower's  existing  panel of valuation  brokers  (namely,
                     Fearnleys,  Platou and Basso) (or such other brokers as may
                     be acceptable to the Bank) the cost of such valuation to be
                     for the account of the Borrower. In addition,  the Borrower
                     will provide the Bank with copies of such other  valuations
                     of the Vessel as may be  obtained  from time to time by the
                     said valuation brokers.

              9.2.11 Performance  of  Charter  The  Borrower  will  perform  the
                     Charter in  accordance  with its terms and will not without
                     the prior written  consent of the Bank terminate or purport
                     to terminate the Charter  (irrespective of the terms of the
                     Charter) the  Borrower  acknowledging  by its  execution of
                     this  Agreement  that,  if any such consent is given by the
                     Bank,  the Bank  shall be under no  liability  in the event
                     that  any   termination  of  the  Charter  is  subsequently
                     adjudged to constitute a repudiation of the Charter.

                                    Page 33
<Page>

              9.2.12 Mandatory Prepayment If, at any time:-

                     (a)    before  the  Delivery   Advance  Date,  any  of  the
                            circumstances  set out in  Clauses  11.2.5 or 11.2.6
                            occurs in  relation  to the  Builder  or the  Refund
                            Guarantor; or

                     (b)    after  the  Delivery   Advance  Date,   any  of  the
                            circumstances  set out in  Clauses  11.2.5 or 11.2.6
                            occurs in relation to the Charterer; or

                     (c)    before  the  Delivery   Advance  Date,   either  the
                            Building   Contract  or  the  Refund   Guarantee  is
                            terminated,  revoked,  cancelled  or  repudiated  or
                            otherwise ceases to remain in full force and effect;
                            or

                     (d)    during   the   Facility   Period   the   Charter  is
                            terminated,  revoked,  cancelled  or  repudiated  or
                            otherwise ceases to remain in full force and effect;

                     the  Indebtedness  (including all accrued  interest)  shall
                     immediately  be  prepaid.  Clause  5.4 shall  apply to that
                     prepayment  if it is made on a day other  than the last day
                     of an Interest Period in respect of the whole of the Loan.

              9.2.13 Hedging enter into hedging arrangements satisfactory to the
                     Bank in all  respects in respect of an amount  equal to the
                     Balloon by no later than 15 February  2002 for the duration
                     of the period up to and  including the date of repayment of
                     the Balloon pursuant to Clause 5.1.

              9.2.14 Tripartite Agreement  immediately enter into the Tripartite
                     Agreement and immediately procure that the Charterer enters
                     into the Tripartite  Agreement  should the Charter become a
                     bareboat charter.

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10     Cash and Earnings Accounts

       10.1   Maintenance  of Accounts The Borrower  shall maintain the Accounts
              with the Bank from the Delivery Advance Date and for the remainder
              of the Facility Period free of Encumbrances  and rights of set off
              other than as created by or pursuant to the Security Documents.

       10.2   Earnings The Borrower  shall procure that there is credited to the
              Earnings Account all Earnings and any Requisition Compensation.

       10.3   Application  of Earnings  Account The Borrower  shall procure that
              there is transferred  from the Earnings  Account (and  irrevocably
              authorises the Bank to transfer from the Earnings  Account) to the
              Bank:-

              10.3.1 on  each  Repayment  Date,  the  amount  of  the  Repayment
                     Instalment then due;

              10.3.2 on each Interest  Payment Date, the amount of interest then
                     due; and

              10.3.3 to the extent that the Monthly  Payment Amount has not been
                     made in accordance  with Clause 10.5 an amount equal to any
                     shortfall.

       10.4   Borrower's  obligations  not affected If for any reason the amount
              standing  to  the  credit  of  the  Earnings   Account   shall  be
              insufficient  to pay  any  Repayment  Instalment  or to  make  any
              payment of interest  when due, the  Borrower's  obligation  to pay
              that  Repayment  Instalment  or to make that  payment of  interest
              shall not be affected.

       10.5   Transfers  to Cash  Account  If at any  time  after  the  Delivery
              Advance  Date,  the Excess  Amount  shall be subject to a floating
              interest rate in accordance  with the  provisions of Clauses 6.6 -
              6.11,  then the Borrower  shall  procure that there is paid to the
              Cash  Account  (from sums  standing to the credit of the  Earnings
              Account or otherwise)  during each calendar month an amount of not
              less than three  hundred and thirty three  thousand  three hundred
              and thirty three Dollars  ($333,333) (each such payment a "Monthly
              Payment Amount").  The Borrower's obligation to effect payments to
              the Cash Account as aforesaid  shall  continue  until such time as
              the balance standing to the credit of the Cash Account shall be in
              an amount of five million Dollars  ($5,000,000) (the "Cap"); it is
              agreed  that the  period  for such  obligation,  the amount of the
              Monthly  Payment  Amount  and the  amount of the Cap can be varied
              upon the request of the Borrower and upon terms  acceptable to the
              Bank.

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       10.6   Amendments  to Cap If the Borrower and the Bank shall agree to fix
              the rate of interest for the whole or part of the Excess Amount in
              accordance  with the  provisions of Clause 6.14,  the Bank and the
              Borrower will negotiate in good faith to agree a new Cap (the "New
              Cap") and new "Monthly  Payment Amount" on terms acceptable to the
              Bank.

       10.7   Release of Surplus  Any amount in excess of the Cap or any New Cap
              (as the case may be) or in excess of the  amounts  required  to be
              standing to the credit of the Cash Account pursuant to Clause 10.5
              shall  (unless an Event of  Default  shall  have  occurred  and be
              continuing) be released to or to the order of the Borrower

       10.8   Restriction on withdrawal During the Facility Period no sum may be
              withdrawn  from the  Accounts  (except  in  accordance  with  this
              Clause)  without the prior written consent of the Bank but for the
              avoidance  of doubt may be utilised in respect of  prepayments  in
              accordance  with Clause 5.3,  5.4 and 5.5.  For the  avoidance  of
              doubt   provided  no  Event  of  Default  has  occurred  which  is
              continuing,  and provided the obligations  pursuant to Clause 10.5
              have been  fulfilled,  any surplus money standing to the credit of
              the Earnings  Account and/or the Cash Account shall be at the free
              disposal of the Borrower.

       10.9   Relocation of Accounts At any time  following the  occurrence  and
              during  the  continuation  of an  Event of  Default,  the Bank may
              without the consent of the Borrower relocate either or both of the
              Accounts to any other branch of the Bank, without prejudice to the
              continued  application  of this  Clause and the rights of the Bank
              under or pursuant to the Security Documents.

11     Events of Default

       11.1   The  Bank's  rights If any of the  events  set out in Clause  11.2
              occurs,  the Bank may at its  discretion by notice to the Borrower
              declare  itself to be under no further  obligation to the Borrower
              under or  pursuant  to this  Agreement  and may declare all or any
              part of the Indebtedness  (including such unpaid interest as shall
              have  accrued)  to be  immediately  payable,  in which  event  the
              Indebtedness (or the part of the  Indebtedness  referred to in the
              Bank's notice) shall  immediately  become due and payable  without
              any further demand or notice of any kind.

       11.2   Events of Default The events referred to in Clause 11.1 are:-

              11.2.1 payment default if the Borrower  defaults in the payment of
                     any part of the Indebtedness when due; or

                                    Page 36
<Page>

              11.2.2 other  default  if any of the  Security  Parties  fails  to
                     observe  or  perform  any  of  the  covenants,  conditions,
                     undertakings,   agreements  or   obligations  on  its  part
                     contained in any of the Security  Documents or shall in any
                     other way be in breach of or do or cause to be done any act
                     repudiating  or evidencing an intention to repudiate any of
                     the Security Documents; or

              11.2.3 misrepresentation    or   breach   of   warranty   if   any
                     representation  or warranty made or repeated,  or any other
                     information  given,  by any of the Security  Parties to the
                     Bank in or leading up to or during the  currency  of any of
                     the Security Documents,  or in or pursuant to any notice or
                     other  document  delivered to the Bank under or pursuant to
                     any of the  Security  Documents,  is false or  incorrect or
                     misleading in any respect which the Bank in its  discretion
                     considers to be material; or

              11.2.4 execution if a distress or execution or other  process of a
                     court or  authority is levied on any of the property of any
                     of the Security  Parties  before or after final judgment or
                     by order of any  competent  court or  authority  and is not
                     satisfied within seven days of levy; or

              11.2.5 insolvency events if any of the Security Parties:-

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

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

                     (c)    makes  a  general  assignment  for  the  benefit  of
                            creditors or enters into a moratorium  on payment of
                            any of its indebtedness; or

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

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

                                    Page 37
<Page>

              11.2.6 insolvency  proceedings if any proceedings are commenced or
                     threatened, or any order or judgment is given by any court,
                     for the bankruptcy, liquidation, winding up, administration
                     or  re-organisation  of any of the Security  Parties or for
                     the  appointment  of a receiver,  administrative  receiver,
                     administrator, liquidator or trustee of any of the Security
                     Parties  or of all or  part  of  the  assets  of any of the
                     Security Parties,  or if any person appoints or purports to
                     appoint    such    receiver,    administrative    receiver,
                     administrator, liquidator or trustee;

              11.2.7 impossibility  or  illegality  if any  event  occurs  which
                     would,   or  would  with  the   passage  of  time,   render
                     performance of any of the Security  Documents by any of the
                     Security Parties  impossible,  unlawful or unenforceable by
                     the Bank; or

              11.2.8 conditions  subsequent if any of the  conditions set out in
                     Clause  3.4  or  3.5  is  not  satisfied  within  the  time
                     reasonably required by the Bank; or

              11.2.9 revocation or modification of consents etc. if any consent,
                     licence, approval,  authorisation,  filing, registration or
                     other  requirement of any  governmental,  judicial or other
                     public body or authority which is now, or which at any time
                     during the Facility Period becomes, necessary to enable any
                     of the  Security  Parties  to  comply  with  any  of  their
                     obligations in or pursuant to any of the Security Documents
                     is not  obtained or is  revoked,  suspended,  withdrawn  or
                     withheld,  or  is  modified  in a  manner  which  the  Bank
                     considers is, or may be,  prejudicial to its interests,  or
                     ceases to remain in full force and effect; or

             11.2.10 curtailment  of  business  if  the  business  of any of the
                     Security  Parties  is  wholly  or  partially  curtailed  or
                     suspended by any  intervention by or under authority of any
                     government,  or  if  all  or  a  substantial  part  of  the
                     undertaking,  property  or  assets  of any of the  Security
                     Parties   is   seized,   nationalised,    expropriated   or
                     compulsorily   acquired  by  or  under   authority  of  any
                     government; or

             11.2.11 loss of Vessel if the Vessel or any other  vessel which may
                     from time to time be  mortgaged to the Bank as security for
                     the  repayment  of all or any part of the  Indebtedness  is
                     destroyed, abandoned, confiscated,  forfeited, condemned as
                     prize or  becomes a Total  Loss,  except  that a Total Loss
                     shall not be an Event of Default if:-

                     (a)    the Vessel or other vessel is insured in  accordance
                            with the Security Documents; and

                                    Page 38
<Page>

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

                     (c)    payment of all insurance  proceeds in respect of the
                            Total  Loss is made in full to the Bank  within  one
                            hundred  and twenty  days of the  occurrence  of the
                            casualty  giving  rise to the Total Loss in question
                            or  such  longer  period  as  the  Bank  may  in its
                            discretion agree; or

             11.2.12 acceleration   of   other   indebtedness   if   any   other
                     indebtedness or obligation for borrowed money of any of the
                     Security  Parties  becomes due or capable of being declared
                     due prior to its  stated  maturity  by reason of default on
                     the  part of  that  Security  Party,  or is not  repaid  or
                     satisfied at maturity; or

             11.2.13 challenge  to  registration  if  the  registration  of  the
                     Vessel or the  Mortgage  is  contested  or becomes  void or
                     voidable or liable to cancellation  or  termination,  or if
                     the validity or priority of the Mortgage is contested; or

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

             11.2.15 Margin  if, in the event  that the  Charterer's  S&P rating
                     falls below "B", the Bank and the Borrower fails to agree a
                     new rate for the  Margin  within  ten  (10)  Business  Days
                     thereof.

             11.2.16 notice of termination if the Guarantor  gives notice to the
                     Bank to determine its obligations under the Guarantee; or

             11.2.17 material  adverse  change  etc.  if  anything  is  done  or
                     permitted  or  omitted  to be done  by any of the  Security
                     Parties  which  in  the  reasonable  opinion  of  the  Bank
                     jeopardises  or imperils (or may jeopardise or imperil) the
                     rights conferred on the Bank by the Security Documents,  or
                     if there  occurs (in the opinion of the Bank) any  material
                     adverse  change  in  the  business,  affairs  or  financial
                     condition  of  any  of  the  Security   Parties  from  that
                     pertaining at the date of this Agreement; or

                                    Page 39
<Page>

             11.2.18 analogous  events if any event which (in the opinion of the
                     Bank) is analogous to any of the events set out above shall
                     occur.

12     Set-Off and Lien

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

       12.2   Lien The Bank shall have a lien on and be  entitled  to retain and
              realise  as   additional   security  for  the   repayment  of  the
              Indebtedness any cheques,  drafts,  bills,  notes or negotiable or
              non-negotiable instruments and any stocks, shares or marketable or
              other  securities  and property of any kind of the Borrower (or of
              the Bank as agent or  nominee of the  Borrower)  from time to time
              held by the Bank, whether for safe custody or otherwise.

       12.3   Restrictions  on  withdrawal  Despite any term to the  contrary in
              relation  to any  deposit  or  credit  balance  at any time on any
              account of the Borrower  with the Bank, no such deposit or balance
              shall  be  repayable  or  capable  of being  assigned,  mortgaged,
              charged or  otherwise  disposed  of or dealt with by the  Borrower
              during the Facility  Period except in accordance with the Security
              Documents,  but  the  Bank  may  from  time  to  time  permit  the
              withdrawal  of all or any  part of any  such  deposit  or  balance
              without affecting the continued application of this Clause.

       12.4   Application The Borrower irrevocably  authorises the Bank to apply
              all sums which the Bank may receive:-

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

              12.4.2 by way of  payment to the Bank of any sum in respect of the
                     Building Contract, Refund Guarantee,  Insurances, Earnings,
                     Charter Rights or Requisition Compensation; or

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


                                    Page 40
<Page>

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

13     Assignment and Sub-Participation

       13.1   Right to assign The Bank may assign or transfer  all or any of its
              rights  under or pursuant to the  Security  Documents to any other
              branch of the Bank or to any other bank or financial  institution,
              and may  grant  sub-participations  in all or any part of the Loan
              and in the case of any  assignment  or transfer to another bank or
              financial  institution after  consultation with the Borrower,  the
              Bank taking into  consideration  any  reasonable  objection of the
              Borrower to such proposed assignment or transfer.

       13.2   Borrower's  co-operation  The Borrower will co-operate  fully with
              the  Bank  in  connection   with  any   assignment,   transfer  or
              sub-participation;  will execute and procure the execution of such
              documents  as the Bank may require in  connection  therewith;  and
              irrevocably  authorises  the  Bank  to  disclose  to any  proposed
              assignee,  transferee or sub-participant  (whether before or after
              any assignment,  transfer or sub-participation  and whether or not
              any assignment,  transfer or  sub-participation  shall take place)
              all information  relating to the Security Parties, the Loan or the
              Security  Documents which the Bank may in its discretion  consider
              necessary or desirable.

       13.3   Rights of assignee Any assignee,  transferee or sub-participant of
              the  Bank  shall  (unless  limited  by the  express  terms  of the
              assignment,  transfer or sub-participation)  take the full benefit
              of every provision of the Security Documents benefiting the Bank.

14     Payments, Mandatory Prepayment, Reserve Requirements and Illegality

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

       14.2   No deductions or withholdings  All payments  (whether of principal
              or interest or otherwise)  to be made by the Borrower  pursuant to
              the Security Documents shall, subject only to Clause 14.3, be made
              free and clear of and without  deduction  for or on account of any
              Taxes or other deductions, withholdings,  restrictions, conditions
              or counterclaims of any nature.

       14.3   Grossing-up  If at any time any law requires (or is interpreted to
              require) the Borrower to make any  deduction or  withholding  from
              any payment, or to change the rate or manner in which any required
              deduction  or  withholding  is made,  the Borrower  will  promptly
              notify the Bank and, simultaneously with making that payment, will
              pay to the Bank  whatever  additional  amount  (after  taking into
              account any  additional  Taxes on, or deductions  or  withholdings
              from, or restrictions or conditions on, that additional amount) is
              necessary   to  ensure  that,   after  making  the   deduction  or
              withholding, the Bank receives a net sum equal to the sum which it
              would have received had no deduction or withholding been made.

       14.4   Evidence of  deductions If at any time the Borrower is required by
              law to make any  deduction or  withholding  from any payment to be
              made by it pursuant to any of the Security Documents, the Borrower
              will pay the amount  required  to be  deducted  or withheld to the
              relevant  authority  within the time allowed under the  applicable
              law and will, no later than thirty days after making that payment,
              deliver to the Bank an  original  receipt  issued by the  relevant
              authority,  or other evidence  acceptable to the Bank,  evidencing
              the  payment  to that  authority  of all  amounts  required  to be
              deducted or withheld.

                                    Page 41
<Page>

       14.5   Rebate If the Borrower makes any deduction or withholding from any
              payment  under or pursuant to any of the Security  Documents,  and
              the Bank subsequently  receives a refund or allowance from any tax
              authority  which the Bank  identifies  as being  referable to that
              deduction or  withholding,  the Bank shall,  as soon as reasonably
              practicable,  pay to the Borrower an amount equal to the amount of
              the refund or allowance received, if and to the extent that it may
              do so  without  prejudicing  its  right to retain  that  refund or
              allowance  and  without  putting  itself  in any  worse  financial
              position  than that in which it would have been had the  deduction
              or  withholding  not been  required to have been made.  Nothing in
              this Clause shall be interpreted as imposing any obligation on the
              Bank to apply for any refund or allowance  nor as  restricting  in
              any way the manner in which the Bank  organises  its tax  affairs,
              nor as  imposing  on the Bank any  obligation  to  disclose to the
              Borrower  any  information   regarding  its  tax  affairs  or  tax
              computations.

       14.6   Adjustment  of due dates If any payment or transfer of funds to be
              made under any of the Security Documents,  other than a payment of
              interest on the Loan shall be due on a day which is not a Business
              Day,  that payment shall be made on the next  succeeding  Business
              Day (unless  the next  succeeding  Business  Day falls in the next
              calendar  month in which  event the  payment  shall be made on the
              next preceding  Business Day). Any such variation of time shall be
              taken into  account in  computing  any interest in respect of that
              payment.

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

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

              14.7.2 the basis of Taxation of payments to the Bank in respect of
                     all or any part of the Indebtedness shall be changed; or

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

              14.7.4 the manner in which the Bank allocates capital resources to
                     its obligations  under this Agreement or any ratio (whether
                     cash,  capital adequacy,  liquidity or otherwise) which the
                     Bank  is  required  or  requested  to  maintain   shall  be
                     affected; or

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

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

                                    Page 42
<Page>

       14.8   Illegality and impracticality  Notwithstanding  anything contained
              in the Security  Documents,  the obligation of the Bank to advance
              or maintain the Loan shall terminate in the event that a change in
              any  law or in the  interpretation  of  any  law by any  authority
              charged with its administration  shall make it unlawful or, in the
              opinion  of the Bank,  impracticable  for the Bank to  advance  or
              maintain the Loan. In that event the Bank shall, by written notice
              to  the  Borrower,  declare  its  obligations  to  be  immediately
              terminated.  If all or  any  part  of the  Loan  shall  have  been
              advanced by the Bank to the Borrower, the Indebtedness  (including
              all accrued interest) shall be prepaid within thirty days from the
              date of such notice.  Clause 5.4 shall apply to that prepayment if
              it is made on a day other than the last day of an Interest  Period
              in respect of the whole of the Loan.

       14.9   Changes in market circumstances If at any time the Bank determines
              (which  determination shall be final and conclusive and binding on
              the  Borrower)  that,  by reason of changes  affecting  the London
              Interbank  market,  adequate  and  fair  means  do not  exist  for
              ascertaining  the rate of  interest  on the Loan  pursuant to this
              Agreement:-

              14.9.1 the  Bank  shall  give  notice  to  the   Borrower  of  the
                     occurrence of such event; and

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

              14.9.3 the Bank will  negotiate  with the  Borrower  in good faith
                     with a view  to  modifying  this  Agreement  to  provide  a
                     substitute  basis  for the  Loan  which  is  financially  a
                     substantial  equivalent  to the basis  provided for in this
                     Agreement.

              If, within thirty days of the giving of the notice  referred to in
              Clause 14.9.1,  the Borrower and the Bank fail to agree in writing
              on a substitute  basis for the Loan, the Borrower will immediately
              prepay the Indebtedness. Clause 5.4 shall apply to that prepayment
              if it is made on a day  other  than the  last  day of an  Interest
              Period in respect of the whole of the Loan.

       14.10  Non-availability  of currency If the Bank is for any reason unable
              to obtain  Dollars  in the  London  Interbank  market and is, as a
              result,  or as a result of any  other  contingency  affecting  the
              London Interbank market, unable to advance or maintain the Loan in
              Dollars, the Bank shall give notice to the Borrower and the Bank's
              obligations to make the Loan available shall immediately cease. In
              that  event,  if all or any  part  of the  Loan  shall  have  been
              advanced by the Bank to the Borrower, the Bank will negotiate with
              the Borrower in good faith with a view to  establishing a mutually
              acceptable basis for funding the Loan from an alternative  source.
              If the Bank and the Borrower  have failed to agree in writing on a
              basis for  funding  the Loan from an  alternative  source by 11.00
              a.m.  on the  second  Business  Day  prior  to the end of the then
              current Interest Period,  the Borrower will (without  prejudice to
              its  other  obligations  under  or  pursuant  to  this  Agreement,
              including,  without limitation,  its obligation to pay interest on
              the  Loan,  arising  on the  expiry of the then  current  Interest
              Period) prepay the  Indebtedness  to the Bank on the expiry of the
              then current Interest Period.

                                    Page 43
<Page>

15     Communications

       15.1   Method Any Communication may be given,  delivered,  made or served
              (as the case may be) under or in  relation  to this  Agreement  by
              letter, telex or fax and shall be in the English language and sent
              addressed:-

              15.1.1 in the case of the Bank to the Bank at its  address  at the
                     head of this  Agreement  (fax no: + 44 20 7661 4638) marked
                     for the attention of: Ship Finance Department; and

              15.1.2 in the case of the Borrower to the Communications Address;

              or to such other  address,  telex or fax number as the Bank or the
              Borrower may designate for itself by written notice to the other.

       15.2   Timing A  Communication  shall be deemed to have been duly  given,
              delivered,  made  or  served  to  or  on,  and  received  by,  the
              Borrower:-

              15.2.1 in the case of a telex when answered back;

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

              15.2.3 if  delivered  to an officer of the Borrower or left at the
                     Communications  Address at the time of delivery or leaving;
                     or

              15.2.4 if sent by registered post on receipt at the  Communication
                     Address.

              A  Communication  shall  only be deemed  to have been duly  given,
              delivered,  made or served to or on, and  received by, the Bank on
              actual receipt of the whole of that Communication by the Bank.

       15.3   Indemnity The Borrower shall  indemnify the Bank against any cost,
              claim,  liability,  loss or expense  (including legal fees and any
              Value Added Tax or any similar or replacement tax (if applicable))
              which  the Bank may  sustain  or  incur  as a  consequence  of any
              Communication  sent by or on  behalf  of the  Borrower  by fax not
              being  received  by its  intended  recipient,  or  being  received
              incomplete,  or by reason of any Communication  purportedly having
              been  sent  by or on  behalf  of the  Borrower  having  been  sent
              fraudulently.

                                    Page 44
<Page>

16     General Indemnities

       16.1   Currency  In the event of the Bank  receiving  or  recovering  any
              amount  payable under any of the Security  Documents in a currency
              other than the Currency of Account,  and if the amount received or
              recovered  is  insufficient  when  converted  into the Currency of
              Account at the date of receipt to satisfy in full the amount  due,
              the Borrower shall, on the Bank's written demand,  pay to the Bank
              such further amount in the Currency of Account as is sufficient to
              satisfy in full the amount due and that  further  amount  shall be
              due to the Bank as a separate debt under this Agreement.

       16.2   Costs and expenses The Borrower will,  within fourteen days of the
              Bank's  written  demand,  reimburse  the  Bank for all  costs  and
              expenses  (including Value Added Tax or any similar or replacement
              tax if applicable) of and incidental to:-

              16.2.1 the negotiation, preparation, execution and registration of
                     the Security  Documents (whether or not any of the Security
                     Documents are actually  executed or registered  and whether
                     or not all or any part of the Loan is advanced)  including,
                     for the avoidance of doubt costs and disbursements incurred
                     in  connection  with the  technical  report,  the insurance
                     report,  the survey report and legal  opinions  pursuant to
                     Clauses  3.1.12,   3.3.4,  3.3.6  and  3.3.10  respectively
                     PROVIDED THAT the first such seventy five  thousand  Pounds
                     ((pound)75,000)  of such costs and expenses as conclusively
                     certified by the Bank (save in the case of manifest  error)
                     shall be for the Bank's account;

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

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

              16.2.4 the  exercise  of  the  rights,  powers,   discretions  and
                     remedies  of the Bank  under or  pursuant  to the  Security
                     Documents.

       16.3   Events of Default The Borrower shall  indemnify the Bank from time
              to time on  demand  against  all  losses  and  costs  incurred  or
              sustained  by the Bank as a  consequence  of any Event of Default,
              including (without limitation) any Break Costs.

       16.4   Funding costs The Borrower  shall  indemnify the Bank from time to
              time on demand  against all losses and costs incurred or sustained
              by the Bank if, for any reason, any Drawing is not advanced to the
              Borrower after the relevant  Drawdown Notice has been given to the
              Bank,  or is advanced on a date other than that  requested  in the
              Drawdown  Notice  (unless,  in  either  case,  as a result  of any
              default by the Bank),  including  (without  limitation)  any Break
              Costs.

       16.5   Protection and  enforcement  The Borrower shall indemnify the Bank
              from  time  to  time on  demand  against  all  losses,  costs  and
              liabilities which the Bank may from time to time sustain, incur or
              become  liable  for in or about  the  protection,  maintenance  or
              enforcement  of the rights  conferred  on the Bank by the Security
              Documents or in or about the exercise or purported exercise by the
              Bank of any of the rights, powers,  discretions or remedies vested
              in it under or arising out of the  Security  Documents,  including
              (without  limitation) any losses,  costs and liabilities which the
              Bank may from time to time sustain,  incur or become liable for by
              reason of the Bank being  mortgagee of the Vessel  and/or a lender
              to the  Borrower,  or by  reason of the Bank  being  deemed by any
              court or authority to be an operator or controller,  or in any way
              concerned in the operation or control, of the Vessel.

                                    Page 45
<Page>

       16.6   Liabilities  of Bank The Borrower will from time to time reimburse
              the Bank on demand  for all sums  which the Bank may pay or become
              actually or contingently  liable for on account of the Borrower or
              in connection with the Vessel (whether alone or jointly or jointly
              and   severally   with  any  other  person)   including   (without
              limitation) all sums which the Bank may pay or guarantees which it
              may give in respect of the  Insurances,  any expenses  incurred by
              the Bank in  connection  with the  maintenance  or  repair  of the
              Vessel or in discharging any lien, bond or other claim relating in
              any way to the  Vessel,  and any  sums  which  the Bank may pay or
              guarantees  which it may give to procure the release of the Vessel
              from arrest or detention.

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

17     Miscellaneous

       17.1   Waivers No failure or delay on the part of the Bank in  exercising
              any right, power, discretion or remedy under or pursuant to any of
              the  Security  Documents,  nor any  actual  or  alleged  course of
              dealing  between  the Bank and the  Borrower,  shall  operate as a
              waiver  of, or  acquiescence  in,  any  default on the part of any
              Security Party, unless expressly agreed to do so in writing by the
              Bank, nor shall any single or partial  exercise by the Bank of any
              right,  power,  discretion or remedy preclude any other or further
              exercise  of that  right,  power,  discretion  or  remedy,  or the
              exercise  by the Bank of any other  right,  power,  discretion  or
              remedy.

       17.2   No  oral  variations  No  variation  or  amendment  of  any of the
              Security  Documents shall be valid unless in writing and signed on
              behalf of the Bank.

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

       17.4   Successors  etc.  The Security  Documents  shall be binding on the
              Security Parties and on their successors and permitted transferees
              and assignees,  and shall inure to the benefit of the Bank and its
              successors, transferees and assignees. The Borrower may not assign
              nor  transfer  any of its rights  under or  pursuant to any of the
              Security Documents without the prior written consent of the Bank.

       17.5   Further assurance If any provision of the Security Documents shall
              be invalid or  unenforceable  in whole or in part by reason of any
              present or future  law or any  decision  of any  court,  or if the
              documents at any time held by the Bank are  considered by the Bank
              for  any  reason  insufficient  to  carry  out the  terms  of this
              Agreement,  then from time to time the Borrower will promptly,  on
              demand by the Bank,  execute  or  procure  the  execution  of such
              further  documents as in the opinion of the Bank are  necessary to
              provide adequate security for the repayment of the Indebtedness.

                                    Page 46
<Page>

       17.6   Other  arrangements The Bank may, without  prejudice to its rights
              under or pursuant to the Security Documents,  at any time and from
              time  to  time,  on such  terms  and  conditions  as it may in its
              discretion  determine,  and without notice to the Borrower,  grant
              time or other  indulgence  to, or compound  with, any other person
              liable (actually or contingently) to the Bank in respect of all or
              any part of the Indebtedness,  and may release or renew negotiable
              instruments  and take and  release  securities  and hold  funds on
              realisation or suspense account without  affecting the liabilities
              of the Borrower or the rights of the Bank under or pursuant to the
              Security Documents.

       17.7   Advisers The Borrower irrevocably authorises the Bank, at any time
              and from time to time  during  the  Facility  Period,  to  consult
              insurance  advisers  on any matters  relating  to the  Insurances,
              including, without limitation, the collection of insurance claims,
              and from time to time to consult or retain advisers or consultants
              to monitor or advise on any other  claims  relating to the Vessel.
              The Borrower will provide such advisers and  consultants  with all
              information and documents which they may from time to time require
              and will  reimburse  the Bank on demand for all costs and expenses
              incurred  by the  Bank in  connection  with  the  consultation  or
              retention of such advisers or consultants.

       17.8   Delegation The Bank may at any time and from time to time delegate
              to any person any of its rights, powers,  discretions and remedies
              pursuant  to  the  Security  Documents  on  such  terms  as it may
              consider appropriate (including the power to sub-delegate).

       17.9   Rights etc. cumulative Every right,  power,  discretion and remedy
              conferred on the Bank under or pursuant to the Security  Documents
              shall be cumulative  and in addition to every other right,  power,
              discretion  or remedy to which it may at any time be  entitled  by
              law or in  equity.  The  Bank  may  exercise  each of its  rights,
              powers,  discretions and remedies as often and in such order as it
              deems  appropriate.  The exercise or the beginning of the exercise
              of any right, power, discretion or remedy shall not be interpreted
              as a waiver of the  right to  exercise  that or any  other  right,
              power, discretion or remedy either simultaneously or subsequently.

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

       17.11  Continuing  security  The  security  constituted  by the  Security
              Documents  shall be  continuing  and shall not be satisfied by any
              intermediate  payment or satisfaction until the Indebtedness shall
              have been  repaid in full and the Bank  shall be under no  further
              actual or  contingent  liability to any third party in relation to
              the  Vessel,   the   Insurances,   Earnings,   Charter  Rights  or
              Requisition  Compensation  or any other matter  referred to in the
              Security Documents.

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

                                    Page 47
<Page>

       17.13  Re-instatement  If the Bank takes any steps to exercise any of its
              rights,  powers,  remedies or discretions pursuant to the Security
              Documents  and the  result  shall  be  adverse  to the  Bank,  the
              Borrower and the Bank shall be restored to their former  positions
              as if no such steps had been taken.

       17.14  No  liability  Neither  the Bank nor any agent or  employee of the
              Bank, nor any receiver and/or manager appointed by the Bank, shall
              be liable for any  losses  which may be  incurred  in or about the
              exercise of any of the rights, powers,  discretions or remedies of
              the Bank under or pursuant to the Security Documents nor liable as
              mortgagee in  possession  for any loss on  realisation  or for any
              neglect  or  default  of any  nature  for  which  a  mortgagee  in
              possession might otherwise be liable.

       17.15  Rescission of payments etc. Any discharge, release or reassignment
              by the Bank of any of the security  constituted  by, or any of the
              obligations  of  any  Security  Party  contained  in,  any  of the
              Security  Documents  shall be (and be deemed  always to have been)
              void if any act (including,  without limitation, any payment) as a
              result of which such discharge,  release or reassignment was given
              or made is subsequently  wholly or partially  rescinded or avoided
              by operation of any law.

       17.16  Subsequent  Encumbrances  If,  the  Bank  receives  notice  of any
              subsequent   Encumbrance   affecting  the  Vessel,   the  Building
              Contract,  the  Refund  Guarantee  or  all  or  any  part  of  the
              Insurances,  Earnings,  Charter Rights or Requisition Compensation
              or the Accounts,  the Bank may open a new account in its books for
              the  Borrower.  If the  Bank  does not  open a new  account,  then
              (unless  the Bank  gives  written  notice to the  contrary  to the
              Borrower)  as from the time of  receipt  by the Bank of  notice of
              such subsequent  Encumbrance,  all payments made to the Bank shall
              be  treated  as  having  been  credited  to a new  account  of the
              Borrower  and not as  having  been  applied  in  reduction  of the
              Indebtedness.

       17.17  Releases If the Bank shall at any time in its  discretion  release
              any party from all or any part of any of the  Security  Documents,
              the liability of any other party to the Security  Documents  shall
              not be varied or diminished.

       17.18  Discretions Unless otherwise expressly  indicated,  where the Bank
              is stated in the Security  Documents  to have a discretion  and/or
              where the  opinion  of the Bank is  referred  to and/or  where the
              consent,  agreement  or approval  of the Bank is required  for any
              course of action,  or where  anything is required to be acceptable
              to the Bank,  the Bank shall have a sole,  absolute and unfettered
              discretion  and/or may give or withhold its consent,  agreement or
              approval at its sole, absolute and unfettered discretion.

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

       17.20  Survival of representations and warranties The representations and
              warranties on the part of the Borrower contained in this Agreement
              shall survive the  execution of this  Agreement and the advance of
              the Loan.

       17.21  Counterparts  This  Agreement  may be  executed  in any  number of
              counterparts  each of which  shall be  original  but  which  shall
              together constitute the same instrument.

       17.22  Contracts  (Rights  of  Third  Parties)  Act  1999  No term of the
              Agreement is enforceable by a person who is not a party to it.

       17.23  Alternative Arrangements

              17.23.1   If the Borrower wishes to enter into other  arrangements
                        in respect of the operation the Vessel,  the Bank shall,
                        if so requested in writing by the  Borrower,  discuss in
                        good  faith for a period  of up to 60 days the  possible
                        restructuring of the security arrangements  contemplated
                        by this Agreement so as to permit such  arrangements but
                        such  restructuring  may only be implemented if the Bank
                        approves  it  in  writing  (such   approval  not  to  be
                        unreasonably    withheld)    and    such    supplemental
                        documentation  entered  into  and  conditions  precedent
                        fulfilled  as the  Bank may in its  absolute  discretion
                        require.

                        If any such  restructuring  is approved in  principle by
                        the Bank,  the Bank shall  co-operate in good faith with
                        the Borrower in the implementation of such restructuring
                        within  such  period as may be  agreed  at the  relevant
                        time.

                                    Page 48
<Page>

18     Law and Jurisdiction

       18.1   Governing law This Agreement  shall in all respects be governed by
              and interpreted in accordance with English law.

       18.2   Jurisdiction For the exclusive benefit of the Bank, the parties to
              this Agreement irrevocably agree that the courts of England are to
              have jurisdiction to settle any disputes which may arise out of or
              in connection  with this Agreement and that any Proceedings may be
              brought in those courts.

       18.3   Alternative  jurisdictions  Nothing contained in this Clause shall
              limit the right of the Bank to commence  any  Proceedings  against
              the  Borrower in any other  court of  competent  jurisdiction  nor
              shall the commencement of any Proceedings  against the Borrower in
              one  or  more  jurisdictions  preclude  the  commencement  of  any
              Proceedings in any other  jurisdiction,  whether  concurrently  or
              not.

       18.4   Waiver of objections The Borrower irrevocably waives any objection
              which it may now or in the future  have to the laying of the venue
              of any  Proceedings in any court  referred to in this Clause,  and
              any  claim  that  those   Proceedings  have  been  brought  in  an
              inconvenient or inappropriate forum, and irrevocably agrees that a
              judgment in any  Proceedings  commenced in any such court shall be
              conclusive  and binding on it and may be enforced in the courts of
              any other jurisdiction.

       18.5   Service of process  Without  prejudice to the right of the Bank to
              use any other  method of service  permitted  by law,  the Borrower
              irrevocably agrees that any writ, notice,  judgment or other legal
              process shall be sufficiently  served on it if addressed to it and
              left at or sent by post to the  Address for  Service,  and in that
              event shall be conclusively deemed to have been served at the time
              of  leaving  or, if sent by  registered  post,  on  receipt at the
              Address for Service.

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


                                    Page 49
<Page>

                                   Schedule 1

                           Annuity and Interest Rates




                                    Page 50
<Page>


                                   Schedule 2

                        Calculation of the Mandatory Cost

(a)    The  Mandatory  Cost for the Loan for each  Interest  Period  is the rate
       determined by the Bank in accordance with the following formulae:

       (i)    where the Loan is denominated in Sterling:

              BY + S(Y-Z) + F x 0.01 % per annum = Mandatory Cost
              ----------------------
                     100- (B+S)

       (ii)   where the loan is denominated in any other Permitted Currency:

              F x 0.01 % per annum = Mandatory Cost
              --------
              300

       where on the day of application of the formula:

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

       Y      is the rate at which Sterling  deposits are offered by the Bank to
              leading  banks in the London  Interbank  market at or about  11.00
              a.m. on that day for the Interest Period in question;

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

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

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


                                    Page 51
<Page>

(b)    For the purpose of this Schedule :

       (i)    "eligible  liabilities"  and "special  deposits" have the meanings
              given to them at the time of  application  of the  formula  by the
              Bank of England;

       (ii)   "fee base" has the meaning given to it in the Fees Regulations;

       (iii)  "Fees Regulations" means:-

              (A)    up to and including 31 March 2002, the Banking  Supervision
                     (Fees) Regulations 2001; and

              (B)    after that date any  regulations  governing  the payment of
                     fees for banking supervision;

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

(d)    (i)    The formula is applied on the first day of each Interest Period.

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

(e)    If a change in circumstances  has rendered,  or will render,  the formula
       inappropriate,  the Bank shall notify the Borrower of the manner in which
       the  Mandatory  Cost  will  subsequently  be  calculated.  The  manner of
       calculation  so notified  by the Bank  shall,  in the absence of manifest
       error, be binding on the Borrower.

SIGNED  by                                           )
duly authorised for and on behalf                    )
of GOLAR LNG 2215 CORPORATION                        )




SIGNED  by                                           )
duly authorised for and on behalf                    )
of  LLOYDS TSB BANK PLC                              )


                                    Page 52
<Page>


                                   APPENDIX A

To:      Lloyds TSB Bank plc


From:    Golar LNG 2215 Corporation

                                                                         [Date]

Dear Sirs,

                                 Drawdown Notice

       We refer to the Loan  Agreement  dated 2001 made  between  ourselves  and
yourselves ("the Agreement").

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

       Pursuant to Clause 2.3 of the Agreement,  we irrevocably request that you
advance a Drawing of [ ] to us on 200 , which is a Business  Day,  by paying the
amount of the Drawing to the Builder [in accordance with  instructions  given to
you by the Builder].

       We warrant that the representations and warranties  contained in Clause 4
of the Agreement  are true and correct at the date of this  Drawdown  Notice and
will be true and correct on 200 ; that no Event of Default nor  Potential  Event
of  Default  has  occurred  and is  continuing,  and that no Event of Default or
Potential Event of Default will result from the advance of the Drawing requested
in this Drawdown Notice.

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

                                Yours faithfully




                             .......................
                              For and on behalf of
                           Golar LNG 2215 Corporation



                                    Page 53