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                                                                 CONFORMED COPY
                                                                    Exhibit 4.2


                                 LOAN AGREEMENT
                                      for a
                                 USD325,000,000
                                    Term Loan
                                       to
                         Golar Gas Holding Company, Inc.

                                   provided by
                             the banks and financial
                           institutions listed herein

                                 Lead Arrangers
                       Christiania Bank og Kreditkasse ASA
                               Den norske Bank ASA
                                 Citibank, N.A.
                                       and
                          Fortis Bank (Nederland) N.V.

                                   Swap Banks
                               Den norske Bank ASA
                                       and
                       Christiania Bank og Kreditkasse ASA

                              Administrative Agent
                         Christiania Bank og Kreditkasse

                                 Security Agent
                               Den norske Bank ASA
                                   Book Runner
                                 Citibank, N.A.

                                   NORTON ROSE

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                                    Contents

Clause                                                                     Page

1      Purpose and definitions...............................................3

2      The Commitments and the Loan.........................................27

3      Interest.............................................................29

4      Repayment and prepayment.............................................31

5      Fees commission and expenses.........................................36

6      Payments and taxes; accounts and calculations........................37

7      Representations and warranties.......................................39

8      Undertakings.........................................................46

9      Conditions...........................................................70

10     Events of Default....................................................70

11     Indemnities..........................................................75

12     Unlawfulness and increased costs.....................................76

13     Set-off, pro rata payments...........................................78

14     Accounts.............................................................79

15     Transfer and lending office..........................................81

16     Administrative Agent, Security Agent
       and Reference Banks..................................................84

17     Tax Lease Option.....................................................85

18     Notices and other matters............................................85

19     Governing law and jurisdiction.......................................87

Part 1 - The Banks and their Commitments....................................88

Part 2 - The Swap Banks.....................................................89

Schedule 2 The Ships........................................................90

Schedule 3 Form of Drawdown Notice..........................................94

Schedule 4 Documents and evidence required as
           conditions precedent.............................................95

Schedule 5 Form of Transfer Certificate.....................................101

Schedule 6 Calculation of Additional Cost...................................107

Schedule 7 Form of officer's certificate
           (referred to in clause 8.1(e)(ii)(D))............................110


                                     Page 2
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THIS AGREEMENT is dated   31 May 2001 and made BETWEEN:

(1)    GOLAR GAS HOLDING COMPANY, INC. as Borrower;

(2)    CHRISTIANIA BANK OG KREDITKASSE ASA, DEN NORSKE BANK ASA, CITIBANK,  N.A.
       and FORTIS BANK (NEDERLAND) N.V. as Lead Arrangers;

(3)    the banks and  financial  institutions  whose names and addresses are set
       out in part 1 of schedule 1 as lenders;

(4)    the banks and  financial  institutions  whose names and addresses are set
       out in part 2 of schedule 1 as Swap Banks;

(5)    CHRISTIANIA BANK OG KREDITKASSE ASA as Administrative Agent;

(6)    DEN NORSKE BANK ASA as Security Agent; and

(7)    CITIBANK, N.A. as Book Runner.

IT IS AGREED as follows:

1      Purpose and definitions

1.1    Purpose

       This  Agreement  sets out the terms and  conditions  upon and  subject to
       which the Banks agree,  according to their several  obligations,  to make
       available to the Borrower a term loan of up to  USD325,000,000 to be used
       for the purpose of enabling the Borrower to  refinance  certain  existing
       indebtedness in respect of the Ships,  and to provide  liquidity  support
       and working capital.

1.2    Definitions

       In this Agreement, unless the context otherwise requires:

       "Account Bank" means  Christiania  Bank og Kreditkasse ASA acting through
       its office at P.O. Box 1166,  Sentrum,  0107 Oslo,  Norway (in respect of
       the Cash Collateral Account and one of the Earnings Accounts) and through
       its office at Lloyds  Chambers,  1  Portsoken  Street,  London E1 8RU (in
       respect  of the other  Earnings  Accounts)  and  includes  any other bank
       designated in writing by the Administrative  Agent (at the request of the
       Borrower and acting on the  instructions  of the Majority Banks) to be an
       "Account  Bank"  for the  purposes  of the  Security  Documents  (whether
       generally or in relation to a specific Earnings Account);

       "Additional  Cost"  means,  in  relation  to  any  period,  a  percentage
       calculated  for such period at an annual rate  determined  in  accordance
       with schedule 6;

                                     Page 3
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       "Administrative  Agent" means Christiania Bank og Kreditkasse ASA of P.O.
       Box 1166,  Sentrum,  0107  Oslo,  Norway or such  other  person as may be
       appointed  administrative  agent for the  Banks  pursuant  to the  Agency
       Agreement;

        "Affiliate" of any specified  person means any other person  directly or
       indirectly  controlling,  or  controlled  by, or under direct or indirect
       common control with such specified person;

       "Agency Agreement" means the agency agreement executed or (as the context
       may require) to be executed  between the Lead Arrangers,  the Swap Banks,
       the Administrative Agent, the Security Agent, the Banks, the Borrower and
       the Guarantors in the agreed form;

       "Annual Financial Statements" means annual:

       (a)    financial  statements of the Parent,  the Borrower and each Owning
              Company;

       (b)    consolidated financial statements of the Golar LNG Group including
              Oxbow and Golar Maritime; and

       (c)    consolidated financial statements of the Golar LNG Group excluding
              Oxbow and Golar Maritime,

       each  comprising a profit and loss  account and a balance  sheet and cash
       flow statement and audited by the Auditors;

       "Annualised  EBITDA"  means at any relevant date the EBITDA for the three
       month period ending on such date multiplied by four (4);

       "Approved  Brokers"  means, in relation to a Ship, such firm of insurance
       brokers,  appointed  by its Owning  Company,  as may from time to time be
       approved in writing by the Administrative  Agent for the purposes of this
       Agreement;

       "Approved  Charter"  means,  in relation to a Ship as at the date hereof,
       the  charterparty  in respect of such Ship (if any)  details of which are
       specified  in Part 2 of schedule 2 and, in relation to Golar Mazo,  means
       the Pertamina Charter;

       "Approved  Charterer"  means,  in relation  to a Ship or Golar Mazo,  the
       person who is the  charterer  or  employer of such Ship under an Approved
       Charter of such Ship or Golar Mazo;


                                     Page 4
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       "Approved Management Agreement" means, in relation to each Ship:

       (a)    as at the  date  hereof,  the  management  agreement  between  the
              relevant Owning Company and the Initial Manager thereof  providing
              (inter  alia) for the  Initial  Manager to provide  the  technical
              management  of  (inter  alia)  such  Ship,  details  of which  are
              specified in Part 2 of schedule 2;

       (b)    as at the  date  hereof,  the  sub-management  agreement  dated  1
              January  1999   between  the  Initial   Manager  and  the  Initial
              Sub-Manager  providing (inter alia) for the Initial Sub-Manager to
              provide the technical management of (inter alia) such Ship; and

       (c)    any future management agreement relative (inter alia) to that Ship
              entered  into by the  relevant  Owning  Company  with an  Approved
              Manager on terms previously  approved by the Administrative  Agent
              (such approval not to be unreasonably withheld);

       "Approved Manager" means, in relation to a Ship:

       (a)    for  the  time  being,   the  Initial   Manager  and  the  Initial
              Sub-Manager  for that Ship  (including,  but not  limited  to, any
              other  manager or  sub-manager  to whom the  Initial  Manager  may
              delegate its  management of such Ship on terms,  inter alia,  that
              the Initial Manager remains wholly responsible as principal to the
              relevant  Owning  Company for the due  performance of the relevant
              management obligations); or

       (b)    any other entity  appointed with the prior written  consent of the
              Administrative Agent as manager or sub-manager of such Ship,

       and, in relation to Golar Mazo, means Aurora  Management Inc. of 80 Broad
       Street,  Monrovia,  Liberia  and  Gotaas-Larsen   International  Ltd.  as
       sub-manager;

       "Auditors"  means  PricewaterhouseCoopers  or another first class firm of
       international accountants;

       "Banking  Day" means a day on which  dealings  in deposits in Dollars are
       carried on in the London  Interbank  Eurocurrency  Market and (other than
       Saturday or Sunday) on which banks are open for  business in London,  New
       York City and Oslo (or any other  relevant  place of payment under clause
       6);

       "Banks"  means the banks and financial  institutions  listed in part 1 of
       schedule 1 and  includes  their  successors  in title and  assignees  and
       transferees;

       "Borrower" means Golar Gas Holding Company,  Inc., a company incorporated
       in  Liberia  whose  registered  office is at 80 Broad  Street,  Monrovia,
       Liberia;


                                     Page 5
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       "Borrowed Money" means Indebtedness incurred in respect of:

       (a)    money borrowed or raised and debit balances at banks;

       (b)    any bond, note, loan stock, debenture or similar debt instrument;

       (c)    acceptance or documentary credit facilities;

       (d)    receivables  sold or discounted  (otherwise than on a non-recourse
              basis);

       (e)    deferred  payments  for assets or  services  acquired  (other than
              assets or  services  acquired  on normal  commercial  terms in the
              ordinary  course of business  where payment is deferred by no more
              than 180 days);

       (f)    Capitalised Lease Obligations;

       (g)    any other transaction  (including  without limitation forward sale
              or  purchase   agreements)  having  the  commercial  effect  of  a
              borrowing or raising of money;

       (h)    guarantees in respect of Indebtedness of any person falling within
              any of (a) to (g) above; and

       (i)    preference  share  capital in the  Borrower or any other member of
              the  Golar Gas Group  which is or may be  redeemable  prior to the
              Final  Repayment  Date and/or the full and final  discharge of all
              Indebtedness and liabilities of the Borrower under this Agreement;

       "Breakage Costs" shall have the meaning ascribed to it in clause 11.1;

       "capital expenditure" means expenditure incurred in:

       (i)    improving, upgrading or refurbishing any of the Ships or any other
              vessels or other fixed assets of the Golar Gas Group;

       (ii)   the acquisition of buildings,  plant, machinery,  vessels or other
              fixed tangible assets of the Golar Gas Group or other  expenditure
              which is to be treated as capital  expenditure in accordance  with
              GAAP including Capitalised Lease Obligation commitments

       but does not include  expenditure on repairing or maintaining  any of the
       Ships or any other vessels or other fixed assets;

       "Capitalised  Lease Obligation" of any person means the obligation to pay
       rent or other payment  amounts under a lease of (or other  Borrowed Money
       arrangements  conveying the right to use) real or personal property which
       is required to be classified and accounted for as a capitalised  lease or
       a liability on the face of a balance  sheet of such person in  accordance
       with GAAP;


                                     Page 6
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       "Cash  Balances"  means,  at any  relevant  time,  an amount equal to the
       aggregate  amount which is, at such time,  credited to and/or invested in
       Earnings Accounts;

       "Cash Reserve" means, in relation to any date (the  "Calculation  Date"),
       the aggregate of:

       (a)    an amount equal to the aggregate of:

              (i)    the product of:

                     (A)    an amount  equal to the  applicable  fraction of the
                            aggregate of the repayment  instalment  projected to
                            fall due under  clause  4.1 on the  first  Repayment
                            Date following the Calculation Date multiplied by

                     (B)    the number of accrual dates falling on or before the
                            relevant  Calculation  Date and after the  Repayment
                            Date immediately preceding the Calculation Date; and

              (ii)   the product of:

                     (A)    an amount  equal to the  applicable  fraction of the
                            amount  of  interest  falling  due  for  payment  in
                            respect  of each part of the Loan at the end of each
                            Interest  Period  current  at the  Calculation  Date
                            multiplied by

                     (B)    the number of accrual dates falling on or before the
                            Calculation  Date and  after  the  beginning  of the
                            relevant Interest Period;

              (iii)  and for the purpose of paragraphs (i) and (ii) above:

                     (A)    the "accrual  dates" mean the date falling  fourteen
                            (14) days  after the  Drawdown  Date and each of the
                            dates falling at monthly  intervals  after such date
                            and prior to Final Repayment Date;

                     (B)    the  "applicable  fraction"  means,  in  relation to
                            paragraph (i), a fraction  having a numerator of one
                            and a  denominator  equal to the  number of  accrual
                            dates  falling  between  the  first  Repayment  Date
                            following the  Calculation  Date and the immediately
                            preceding  Repayment Date or, if the first Repayment
                            Date  following  the  Calculation  Date is the first
                            Repayment  Date,  the Drawdown Date and, in relation
                            to paragraph (ii) above,  means a fraction  having a
                            numerator  of one  and a  denominator  equal  to the
                            number of accrual dates falling  within the relevant
                            Interest Period; and


                                     Page 7
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       (b)    an  amount  equal to the  Expenditure  Provision  accrued  for the
              period from the  relevant  start dates (as "start date" is defined
              in  the   definition  of   "Expenditure   Provision")  up  to  the
              Calculation  Date in respect of expenditure  which is projected to
              be paid after the  Calculation  Date and,  for the purpose of this
              definition, any Expenditure Provision shall be deemed to accrue on
              a daily  basis  from the  relevant  start  dates  to the  relevant
              expenditure  dates  (as  "expenditure  date"  is  defined  in  the
              definition of "Expenditure Provision");

       "Casualty  Amount"  means five  million  Dollars  (USD5,000,000)  (or the
       equivalent in any other currency);

       "Charter Guarantee" means, in relation to a Ship or Golar Mazo:

       (a)    as at the date  hereof,  any  guarantee  in respect of the current
              Approved  Charter  of that Ship  which is  specified  in Part 2 of
              schedule 2 or Golar Mazo; and

       (b)    any  other  guarantee,  letter  of  credit,  Encumbrance  or other
              security  given by any person to the  relevant  Owning  Company in
              respect of the  obligations  of the  Approved  Charterer  under an
              Approved Charter of that Ship or Golar Mazo;

       "Charter  Guarantor"  means,  in relation  to a Ship or Golar  Mazo,  any
       person who has given a Charter  Guarantee  to the Owning  Company of that
       Ship or (as the case may be) Faraway;

       "Classification"  means, in relation to each Ship, the classification set
       forth  against  the name of such  Ship in Part 1 of  schedule  2 with its
       Classification Society or such other classification as the Administrative
       Agent shall, at the request of its Owning Company, have agreed in writing
       shall be treated as the  Classification  of such Ship for the purposes of
       this Agreement;

       "Classification   Society"   means,   in  relation   to  any  Ship,   the
       classification  society set forth against the name of such Ship in Part 1
       of   schedule  2  or  such  other   classification   society   which  the
       Administrative  Agent shall, at the request of its Owning  Company,  have
       agreed in writing shall be treated as its Classification  Society for the
       purposes of this Agreement;

       "Commitment"  means,  in relation to a Bank,  the amount set out opposite
       its name in schedule 1 or, as the case may be, in any  relevant  Transfer
       Certificate, as reduced by any relevant term of this Agreement;

       "Compulsory  Acquisition" means requisition for title or other compulsory
       acquisition,  requisition,  appropriation,   expropriation,  deprivation,
       forfeiture or  confiscation  for any reason of a vessel by any Government
       Entity or other  competent  authority,  whether de jure or de facto,  but
       shall exclude  requisition  for use or hire not involving  requisition of
       title;


                                     Page 8
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       "Contribution"  means, in relation to a Bank, the principal amount of the
       Loan owing to such Bank at any relevant time;

       "control" when used with respect to any person means either the ownership
       of more  than 50 per cent of the  voting  share  capital  (or  equivalent
       rights of ownership) of such person or the power to direct the management
       and policies of such person, directly or indirectly,  whether through the
       ownership of voting securities,  by contract or otherwise,  and the terms
       "controlling" and "controlled" shall be construed accordingly;

       "Creditors"  means the Lead  Arrangers,  the  Administrative  Agent,  the
       Security Agent, the Book Runner, the Banks and the Swap Banks;

       "Cumulative Net Income" means, at any relevant date, the consolidated net
       income of the  Borrower  and its  Subsidiaries  (other than Oxbow,  Golar
       Maritime and Faraway)  after all expenses  (ship  operating  and selling,
       general and  administrative),  depreciation  and  amortisation,  interest
       expenses, taxes and any other charges to the profit and loss account, all
       as determined in accordance  with GAAP for the period from 1 January 2001
       to the end of the  financial  quarter  of the Golar Gas Group  which most
       recently ended at least sixty (60) days before the relevant date;

       "Current  Assets" means, on a consolidated  basis, the current assets (as
       determined in accordance with GAAP) of the Golar Gas Group (excluding for
       this purpose, Oxbow, Golar Maritime and Faraway);

       "Current  Liabilities"  means,  on  a  consolidated  basis,  the  current
       liabilities  (as  determined  in  accordance  with GAAP) of the Golar Gas
       Group (excluding for this purpose, Oxbow, Golar Maritime and Faraway);

       "Default" means any Event of Default or any event or  circumstance  which
       with the  giving of notice  or lapse of time or the  satisfaction  of any
       other condition (or any combination thereof) would constitute an Event of
       Default;

       "Disposal  Repayment  Date"  shall have the meaning  ascribed  thereto in
       clause 4.3;

       "Dollars"  and "USD" mean the  lawful  currency  of the United  States of
       America  and in  respect  of all  payments  to be made  under  any of the
       Security  Documents  mean funds which are for same day  settlement in the
       New York Clearing  House  Interbank  Payments  System (or such other U.S.
       dollar funds as may at the relevant time be customary for the  settlement
       of international banking transactions denominated in U.S.
       dollars);

       "Drawdown  Date" means any date,  being a Banking Day,  falling not later
       than the  Latest  Drawdown  Date,  on which the Loan is or is to be drawn
       down;

                                     Page 9
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       "Drawdown  Notice" means a notice  substantially in the terms of schedule
       3;

       "Earnings"  means,  in relation to any Mortgaged  Ship or Golar Mazo, all
       moneys whatsoever from time to time due or payable to the relevant Owning
       Company or (in the case of Golar Mazo) Faraway during the Security Period
       arising out of the use or operation of such  Mortgaged Ship or Golar Mazo
       including  (but without  limiting the  generality of the  foregoing)  all
       freight,   hire  and  passage  moneys,  income  arising  out  of  pooling
       arrangements,  compensation payable to the relevant Owning Company or (as
       the case may be) Faraway in the event of  requisition  of such  Mortgaged
       Ship or Golar Mazo for hire, remuneration for salvage or towage services,
       demurrage  and  detention  moneys and damages for breach (or payments for
       variation or termination)  of any  charterparty or other contract for the
       employment of such Mortgaged Ship or Golar Mazo and any sums  recoverable
       under any loss of earnings insurance;

       "Earnings  Account"  means any of the  accounts  of the  Borrower  or the
       Owning Company of any Mortgaged Ship or all of the Owning  Companies with
       an Account Bank designated in writing by the Administrative Agent (at the
       request of the Borrower or (where an existing  Earnings  Account is to be
       closed by the  relevant  Account  Bank) the  Administrative  Agent and in
       either case acting on the  instructions  of the Majority  Banks) to be an
       Earnings Account for the purposes of the Security Documents (and includes
       any fixed term deposit  contract or account  associated with such account
       and/or  arranged  through  the  Account  Bank as  contemplated  by clause
       14.1(b)(iii)) and which is subject to an effective  Encumbrance in favour
       of the  Security  Agent as security for the  obligations  of the Borrower
       under this Agreement in accordance with clause 14 and "Earnings Accounts"
       means  all of such  accounts  and fixed  term  deposit  contracts  and/or
       accounts;

       "Earnings  Account  Security" means a deed of assignment  executed or (as
       the  context  may  require) to be executed by any person in favour of the
       Security Agent in respect of (inter alia) an Earnings Account as security
       for the  obligations  of the Borrower  under this Agreement in the agreed
       form or in such other  form as the  Administrative  Agent may  reasonably
       require for the purpose of creating  effective security over such account
       under any applicable laws;

       "EBITDA" means, for any period,  the earnings before interest,  taxes and
       depreciation and amortisation  (calculated as income from operations plus
       any depreciation and amortisation, Interest Expense, and taxes on overall
       net income  deducted in calculating  income from operations in respect of
       such period) of the Golar Gas Group  (excluding  for this purpose  Oxbow,
       Golar  Maritime  and Faraway)  determined  in  accordance  with GAAP on a
       consolidated basis;


                                    Page 10
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       "Eligible Swap Contract"  means the swap contracts  dated 31 May 2001 and
       entered into between the Borrower and the Swap Banks upon and pursuant to
       the Swap confirmation (reference               )  and  incorporating  the
       terms and  conditions  of the ISDA  Master  Agreement  made  between  the
       Borrower  and each of the Swap  Banks for the  purpose  of  swapping  for
       and/or  capping to a fixed  interest rate the  Borrower's  exposure under
       this Agreement to  fluctuations  in Dollar interest rates on a minimum of
       fifty  per cent  (50%) of the Loan for a period  of at least  sixty  (60)
       months  from  the  Drawdown  Date  and  based  on  a  repayment  schedule
       corresponding  to the Repayment  Dates and at least half of the repayment
       instalments due hereunder on each such Repayment Date;

       and "continuing  Eligible Swap Contract"  means, at any relevant time, an
       Eligible  Swap  Contract  under  which any party  thereto has or may have
       continuing actual or contingent obligations at such time;

       "Eligible Swap Liabilities" means Swap Liabilities owing to any Swap Bank
       incurred under an Eligible Swap Contract;

       "Encumbrance"  means any mortgage,  charge  (whether  fixed or floating),
       pledge, lien,  hypothecation,  assignment,  security deposit arrangement,
       trust  arrangement or security  interest or other encumbrance of any kind
       securing  any  obligation  of any  person  or any  type  of  preferential
       arrangement  (including,  without  limitation,  conditional sale or title
       transfer and/or retention arrangements having a similar effect);

       "Environmental  Approval"  means any consent,  authorisation,  licence or
       approval  of any  governmental  or public body or  authorities  or courts
       applicable   to  any  vessel  or  its   operation   required   under  any
       Environmental Law;

       "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 Pollutant from any vessel;

       "Environmental  Laws" means all national,  international  and state laws,
       rules,  regulations,  treaties and  conventions  applicable to any vessel
       pertaining  to  the  pollution  or  protection  of  human  health  or the
       environment including, without limitation, the carriage of Pollutants and
       actual  or  threatened  emissions,  spills,  releases  or  discharges  of
       Pollutants;

                                    Page 11
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       "Equity  Distribution"  means,  in  relation  to a  person,  any  of  the
       following:

       (a)    the  purchase,  redemption or other  acquisition  for any value by
              such person or any  Subsidiary  of such person of any  ordinary or
              preference shares of such person's share capital;

       (b)    the repayment,  redemption or acquisition for value by such person
              or any  Subsidiary  of such  person  of any  other  form of Equity
              Finance received or raised by such person; or

       (c)    the declaration or payment of any dividend,  interest,  commission
              or other  costs or  charges  of a  periodic  nature in  respect of
              Equity Finance or the distribution of any of such person's present
              or future assets,  undertakings,  rights or revenues to any of its
              shareholders;

       "Equity Finance" means:

       (a)    the issue for cash of ordinary shares in the Borrower;

       (b)    the issue for cash of  preference  shares in the  Borrower  (other
              than preference share capital which constitutes  Borrowed Money of
              the Borrower);

       (c)    the incurring of Subordinated Debt; or

       (d)    any combination of the foregoing;

       "Event of Default" means any of the events or circumstances  described in
       clause 10.1;

       "Expenditure  Provision" means, in relation to any period,  the aggregate
       of the  relevant  fractions  of the amounts of all  relevant  expenditure
       which is  projected  in  accordance  with clause 1.10 to be paid on dates
       falling after the expiry of such period and for this purpose:

       (a)    the "relevant  fraction" means, in relation to an item of relevant
              expenditure, the fraction whose numerator is the number of accrual
              days in respect of such relevant  expenditure  falling during such
              period and whose  denominator  is the total number of such accrual
              days in respect of such relevant expenditure;

       (b)    "relevant expenditure" means:

              (i)    costs of repairing and  maintaining  and making good any of
                     the  Mortgaged  Ships  at  that  Ship's  routine  scheduled
                     drydocking  or  repairing  any  damage  incurred  during or
                     before   the   relevant   period  and  the  costs  of  such
                     drydocking; and

              (ii)   capital  expenditure on a Mortgaged Ship which is projected
                     to be  paid  after  the  end  of  the  relevant  period  in
                     accordance  with clause 1.10 pursuant to a legally  binding
                     contract  entered into during or before the relevant period
                     provided  that  such  capital   expenditure   is  permitted
                     pursuant to clause 8.3(b);


                                    Page 12
<Page>

       (c)    an "accrual day" means,  in relation to any relevant  expenditure,
              each date falling after the start date for such  expenditure up to
              and  including  the date (the  "expenditure  date") upon which the
              relevant  expenditure  is projected to be paid in accordance  with
              clause 1.10; and

       (d)    "start  date" means,  in the case of  expenditure  falling  within
              paragraph (b)(i), the date of completion of the relevant Mortgaged
              Ship's last  drydocking  or, in the case of damage,  the date such
              damage  occurred and, in the case of  expenditure  falling  within
              paragraph  (b)(ii),  the date  upon  which  the  relevant  legally
              binding contract is entered into;

       "Faraway"  means  Faraway  Maritime  Shipping  Company  Limited a company
       incorporated  in Liberia whose  registered  office is at 80 Broad Street,
       Monrovia, Liberia;

       "Faraway Documents" means:

       (a)    the Faraway Shareholders Agreement;

       (b)    the Golar Mazo Management Agreement;

       (c)    the articles of incorporation and bye-laws of Faraway; and

       (d)    the Faraway Loan Agreement;

       "Faraway Loan Agreement" means the agreement dated as of 26 November 1997
       for a secured loan facility of up to  USD214,500,000  made between (inter
       alios)  Bank  of  Taiwan  as  lead  arranger,  the  banks  and  financial
       institutions  referred to therein as lenders,  Indosuez Asia  Shipfinance
       Services  Limited as agent and  Faraway as  borrower  and any future loan
       agreement entered into by Faraway in accordance with clause 8.6(d);

       "Faraway Shareholders'  Agreement" means the shareholders agreement dated
       14 June 1997  between  Oxbow,  Chinese  Petroleum  Corporation  and Golar
       Maritime;

       "Final  Repayment  Date"  means,  subject to clause 6.4, the date falling
       seventy-two (72) months after the Drawdown Date;

       "Flag  State"  means the  Republic  of  Liberia  or such  other  state or
       territory as the Banks may approve, at the request of the relevant Owning
       Company,  as being the "Flag  State" of such Ship for the purposes of the
       Security Documents;

       "Free Available Cash" means, at any relevant time, the amount of the Cash
       Balances,  freely  available  for use by the  Borrower  and/or any of the
       Owning Companies which may,  notwithstanding  any  Encumbrance,  right of
       set-off or agreement with any other party,  be withdrawn  and/or encashed
       and used by it for any lawful purpose without  restriction (save pursuant
       to the Security Documents);

       "GAAP"  means  generally  accepted  accounting  principles  in the United
       States of America consistently applied;

       "General  Assignment"  means, in relation to a Ship, a general assignment
       in respect of such Ship  executed or (as the  context may  require) to be
       executed by the relevant  Owning  Company in favour of the Security Agent
       in the agreed form and  "General  Assignments"  means all of such general
       assignments;

       "Golar Gas Group"  means the Borrower  and its  Subsidiaries  (other than
       Faraway  unless  Faraway  becomes  a  wholly  owned   Subsidiary  of  the
       Borrower);

                                    Page 13
<Page>

       "Golar LNG  Group"  means the  Parent  and its  Subsidiaries  and for the
       purposes  of  the  definitions  of  "Annual  Financial   Statements"  and
       "Quarterly  Financial  Statements" (and the expression  "Golar LNG Group"
       where used in such  definitions) any company or entity whose accounts are
       to be consolidated with those of the Parent in accordance with GAAP shall
       be treated as a Subsidiary of the Parent;

       "Golar Maritime" means Golar Maritime (Asia) Inc. a company  incorporated
       in  Liberia  whose  registered  office is at 80 Broad  Street,  Monrovia,
       Liberia;

       "Golar Mazo" means m.v.  "GOLAR MAZO"  registered  under Liberian flag in
       the ownership of Faraway under Official Number 11170;

       "Golar Mazo Management Agreement" means the management agreement dated as
       of 28 October  1997 in respect of Golar Mazo  between (1) Faraway and (2)
       Aurora Management Inc.;

       "Government  Entity" means and includes  (whether having a distinct legal
       personality or not) any national or local  government  authority,  board,
       commission, department, division, organ, instrumentality, court or agency
       and any  association,  organisation  or  institution  of which any of the
       foregoing is a member or to whose  jurisdiction  any of the  foregoing is
       subject or in whose activities any of the foregoing is a participant;

       "Guarantees"  means  each  of the  Subsidiary  Guarantee,  the  Managers'
       Guarantee and the Parent Guarantee and "Guarantee" means any of them;

       "Guarantor"  means any of the Parent,  the Initial  Manager,  the Initial
       Sub-Manager and the Subsidiary  Guarantors and "Guarantors"  means all of
       them;

       "Indebtedness"  means any  obligation  for the  payment or  repayment  of
       money,  whether as principal or as surety and whether  present or future,
       actual or contingent;

       "Initial  Manager"  means Osprey  Maritime  Management  Limited of Warner
       Building, 85 Reid Street, Hamilton HM12, Bermuda;

       "Initial  Sub-Manager"  means  Osprey  Maritime  (Europe)  Ltd. of Warner
       Building, 85 Reid Street, Hamilton HM12, Bermuda;

       "Insurances"  means, in relation to any Mortgaged Ship or Golar Mazo, all
       policies  and  contracts  of  insurance  (which  expression  includes all
       entries  of such  vessel  in a  protection  and  indemnity  or war  risks
       association)  which are from time to time during the  Security  Period in
       place or taken out or entered  into by or for the benefit of the relevant
       Owning  Company or (in the case of Golar  Mazo)  Faraway  (whether in the
       sole name of such  Owning  Company or (as the case may be)  Faraway or in
       the joint  names of such  Owning  Company or (in the case of Golar  Mazo)
       Faraway  and any other  person)  in respect of such Ship or Golar Mazo or
       otherwise  howsoever in  connection  with such Ship or Golar Mazo and all
       benefits  thereof  (including  claims of whatsoever  nature and return of
       premiums);

       "Interest  Expense" means,  for any period,  interest charges and related
       expenses for such period of the Golar Gas Group determined (excluding for
       this purpose Oxbow,  Golar Maritime and Faraway) in accordance  with GAAP
       on a consolidated basis;

       "Interest  Period"  means,  in relation to the Loan,  each period for the
       calculation of interest in respect of the Loan  ascertained in accordance
       with clauses 3.2 and 3.3;

                                    Page 14
<Page>

       "ISM Code" means the  International  Safety  Management Code for the Safe
       Operation of Ships and for Pollution  Prevention  constituted pursuant to
       Resolution  A.741 (18) of the  International  Maritime  Organisation  and
       incorporated  into the Safety of Life at Sea  Convention and includes any
       amendments or extensions of it and any regulation issued pursuant to it;

       "Latest  Drawdown  Date"  means 15 August  2001 or such later date as the
       Banks in their absolute discretion agree in writing;

       "Lead  Arrangers"  means  Christiania Bank og Kreditkasse ASA of P.O. Box
       1166,  Sentrum,  0107 Oslo,  Norway,  Den norske Bank ASA of Stranden 21,
       N-0021 Oslo, Norway and Citibank, N.A. of 33 Canada Square, Canary Wharf,
       London  E14  SLB  and  Fortis  Bank  (Nederland)  N.V.,  Oslo  Branch  of
       Munkedamsveien 53b, NO-0250 Oslo, Norway and "Lead Arranger" means any of
       them;

       "LIBOR" means, in relation to a particular  period, the rate for deposits
       of  Dollars  for a period  equivalent  to such  period  at or about 11 am
       (London  time) on the second  London  Banking Day before the first day of
       such  period  as  displayed  on  Telerate  page  3750  (British  Bankers'
       Association Interest Settlement Rates) (or such other page as may replace
       such page 3750 on such system or on any other  system of the  information
       vendor for the time being designated by the British Bankers'  Association
       to calculate the BBA Interest  Settlement Rate (as defined in the British
       Bankers' Association's  Recommended Terms and Conditions ("BBAIRS" terms)
       dated  August,  1985)),  provided that if on such date no such rate is so
       displayed,  LIBOR for such period shall be the  arithmetic  mean (rounded
       upward if  necessary to four  decimal  places) of the rates  respectively
       quoted to the Administrative  Agent by each of the Reference Banks at the
       request of the Administrative Agent as such Reference Bank's offered rate
       for deposits of Dollars in an amount approximately equal to the amount in
       relation to which LIBOR is to be  determined  for a period  equivalent to
       such period to prime banks in the London  Interbank Market at or about 11
       am (London  time) on the second  Banking Day before the first day of such
       period;

       "Loan" means the aggregate principal amount borrowed,  or to be borrowed,
       by the Borrower on the Drawdown  Date or (as the context may require) the
       aggregate principal amount owing to the Banks under this Agreement at any
       relevant time;

       "LondonBanking  Day" means a day on which banks are open for  business in
       London;

       "Loss Payable  Clauses"  means the  provisions  regulating  the manner of
       payment of sums receivable under the Insurances of a Ship which are to be
       incorporated  in the  relevant  insurance  documents,  such Loss  Payable
       Clauses  to be in  the  forms  set  out  in  schedule  1 to  the  General
       Assignments  or in such other forms as may from time to time be agreed in
       writing by the Administrative Agent;

       "Majority  Banks" means Banks the aggregate of whose  Commitments  exceed
       sixty six and two thirds per cent. (662/3%) of the Total Commitments save
       that,  where the  Commitments  of a single Bank exceed,  or the aggregate
       Commitments of Banks which are Affiliates of each other together  exceed,
       sixty six and two thirds  per cent.  (662/3%)  of the Total  Commitments,
       "Majority  Banks"  shall mean Banks the  aggregate  of whose  Commitments
       exceed  the  Commitment  of  such  single  Bank or the  aggregate  of the
       Commitments of such Banks who are Affiliates of each other;

                                    Page 15
<Page>

       "Manager's  Undertaking"  means,  in  relation  to a Ship,  an  agreement
       entered or (as the context may  require) to be entered  into  between the
       Approved Manager of such Ship and the Security Agent in the agreed form;

       "Managers' Guarantee" means the joint and several guarantee issued or (as
       the  context may  require)  to be issued by the  Initial  Manager and the
       Initial Sub-Manager in favour of the Security Agent in the agreed form;

       "Margin" means 1.5%;

       "Minimum  Free  Available  Cash" means an amount  equal to  USD25,000,000
       except that, unless either:

       (a)    on or before  31  December  2002 the  Approved  Charterer  of m.v.
              "GOLAR FREEZE"  described in schedule 2 exercises its option under
              its  Approved  Charter  of such Ship to extend  the period of such
              Approved Charter to at least 1 January 2013; or

       (b)    if (a) above does not  apply,  the  Owning  Company  for such Ship
              enters into an Approved Charter for such Ship and:

              (i)    the Ship is delivered to the relevant Approved Charterer no
                     later than the earlier of 1) the date  falling  twelve (12)
                     months after the option referred to in (a) above has either
                     lapsed  or been  cancelled  and 2) 31  December  2003  (the
                     "Option Lapse Date");

              (ii)   the minimum  firm period of such  charter is at least seven
                     years;

              (iii)  the Approved Charterer (or, if a Charter Guarantee is given
                     in  respect  of its  obligations  under  the  charter,  the
                     relevant  Charter  Guarantor) has a long term credit rating
                     of at least  BBB+ from  Standard & Poor's  Rating  Services
                     (and Baa1 from Moodys Investors  Services Inc. or any other
                     rating  agency  approved  in writing by the  Administrative
                     Agent for such purpose);

              (iv)   charterhire under such charter is calculated and payable in
                     Dollars;

              (v)    the Administrative  Agent is satisfied that the charterhire
                     payable  thereunder  (assuming  annual average  offhire not
                     exceeding  14 days per  annum)  (or,  if such  charter is a
                     demise  charter,  the time  charter  equivalent  thereof as
                     determined  by the  Administrative  Agent)  will be no less
                     than the charterhire  which would have been received by the
                     relevant  Owning  Company  during  the  period to the Final
                     Repayment Date if (a) above had applied

              in which event  "Minimum Free Available  Cash" shall,  as from the
              anniversary of the Option Lapse Date, mean USD30,000,000;

       "month" means a period  beginning in one calendar month and ending in the
       next calendar month on the day  numerically  corresponding  to the day of
       the calendar  month on which it started,  provided that (i) if the period
       started on the last  Banking  Day in a  calendar  month or if there is no
       such numerically  corresponding day, it shall end on the last Banking Day
       in such next calendar  month and (ii) if such  numerically  corresponding
       day is not a Banking  Day,  the  period  shall end on the next  following
       Banking Day in the same  calendar  month but if there is no such  Banking
       Day it shall end on the preceding  Banking Day and "months" and "monthly"
       shall be construed accordingly;  "Mortgage" means, in relation to a Ship,
       a first  preferred  mortgage of such Ship executed or (as the context may
       require) to be executed by the relevant  Owning  Company in favour of the
       Security  Agent in the  agreed  form and  "Mortgages"  means  all of such
       mortgages;

                                    Page 16
<Page>

       "Mortgaged  Ship" means,  at any relevant time, any Ship which is at such
       time  subject  to  a  Mortgage  and/or   Earnings,   the  Insurances  and
       Requisition  Compensation of which are subject to an Encumbrance pursuant
       to the relevant Mortgage and General  Assignment and a Ship shall for the
       purposes of this  Agreement be deemed to be a Mortgaged  Ship as from the
       date  that the  Mortgage  of that  Ship  shall  have  been  executed  and
       registered in accordance with this Agreement until whichever shall be the
       earlier of (i) the due performance by the Borrower of all its obligations
       under clause 4.3  following  the sale or Total Loss of such Ship and (ii)
       the end of the Security Period;

       "Net  Debt"  means,  on a  consolidated  basis,  an  amount  equal to the
       aggregate of all  Borrowed  Money of the Golar Gas Group  (excluding  for
       this purpose Oxbow,  Golar Maritime and Faraway) other than  Subordinated
       Debt minus Free Available Cash;

       "Net Sale Proceeds"  means, in relation to a Ship or Golar Mazo, the sale
       price of such ship  received by the  relevant  Owning  Company or Faraway
       (after  deducting the relevant Owning  Company's or Faraway's  reasonable
       costs and  out-of-pocket  expenses  incurred in connection with such sale
       including reasonable and proper costs of drydocking the relevant ship and
       carrying out any repairs on the ship for the  purposes of complying  with
       its obligations under the relevant sale agreement);

       "Notice of  Assignment  of  Insurances"  means,  in relation to a Ship, a
       notice of  assignment  in the form set out in schedule 2 to the  relevant
       General  Assignment  or in such  other  form as may from  time to time be
       required or agreed in writing by the Administrative Agent;

       "Operating  Costs" means,  in relation to any  Mortgaged  Ship during any
       period,  all moneys  paid by or on behalf of the  Owning  Company of such
       Ship during such period in respect of:

       (a)    liabilities  incurred  for the  purpose  of  operating  such  Ship
              including costs of manning, insuring,  repairing,  maintaining and
              drydocking such Ship;

       (b)    all proper and reasonable  expenses of managing and  administering
              the corporate affairs of such Owning Company;

       (c)    any  remuneration  of the Approved  Manager of such Ship under the
              Approved Management Agreement for such Ship;

       (d)    amounts  incurred by way of capital  expenditure  on the  relevant
              Ship which is permitted under clause 8.3(b);

       (e)    amounts required to discharge  liabilities or obligations to third
              parties  incurred in the ordinary  course of the operation of such
              Mortgaged Ship;

       (f)    the  repair or making  good any loss or  damage  arising  out of a
              casualty  to  the  Ship  or  any  collision,   accident  or  other
              circumstances  resulting in death or personal injury to any person
              and/or damage to any property or economic interests; and

                                    Page 17
<Page>

       (g)    any  amount  equal to the  approved  proportion  of any proper and
              reasonable  costs and expenses of managing and  administering  the
              corporate  affairs of the Borrower  (and,  for this  purpose,  the
              approved  proportion  shall be such proportion as may from time to
              time be approved  in writing by the  Administrative  Agent  having
              regard to the number of vessels  owned by, or  bareboat  chartered
              to, members of the Golar Gas Group);

       "Osprey" means Osprey Maritime  Limited of 10 Collyer Quay #19-08,  Ocean
       Building, Singapore 049315;

       "Owning  Company" means, in relation to a Ship, the company  incorporated
       in Liberia whose registered office is at Broad Street, Monrovia,  Liberia
       whose  name is set  forth  against  the  name  of such  Ship in Part 1 of
       schedule 2 and "Owning Companies" means all of such companies;

       "Oxbow" means Oxbow Holdings Inc. a company  incorporated  in the British
       Virgin  Islands  whose  registered  office is at PO Box 3321,  Road Town,
       Tortola, British Virgin Islands;

       "Parent"  means Golar LNG Ltd. a company  incorporated  in Bermuda  whose
       registered  office  is at  Mercury  House,  101 Front  Street,  Hamilton,
       Bermuda;

       "Parent  Guarantee"  means the  guarantee  issued or (as the  context may
       require)  to be issued by the Parent in favour of the  Security  Agent in
       the agreed form;


                                    Page 18
<Page>

       "Permitted Encumbrance" means:

       (a)    any Encumbrance created pursuant to the Security Documents;

       (b)    Permitted Liens; and

       (c)    the first preferred  mortgage over Golar Mazo dated 6 January 2000
              executed by Faraway as security for the Faraway Loan Agreement and
              any other  Security  Document  (as  defined  in the  Faraway  Loan
              Agreement);

       "Permitted  Liens" means, to the extent not yet required to be discharged
       pursuant to the terms of the relevant Mortgage:

       (a)    any ship repairer's or outfitter's possessory lien in respect of a
              vessel owned by a member of the Golar Gas Group  provided that (i)
              the  lien  on  such   vessel  is  for  an  amount  not   exceeding
              USD2,000,000, (ii) all such liens (including the relevant lien) on
              all  vessels  owned by  members of the Golar Gas Group at the time
              such lien arises or is  conferred by contract are for an aggregate
              amount  not   exceeding   an  amount   equal  to  the  product  of
              USD2,000,000  multiplied  by the number of Mortgaged  Ships at the
              relevant  time and (iii) no such lien shall be deemed a  Permitted
              Lien if it is incurred at a time when a Default has  occurred  and
              is  continuing  until  such  time  as  the  Default  is no  longer
              continuing;

       (b)    any  ship  repairer's  lien or  outfitter's  possessory  lien  not
              falling within paragraph (a) of this definition but which has been
              previously approved in writing by the Majority Banks;

       (c)    any lien on a vessel for  current  master's,  officer's  or crew's
              wages outstanding in the ordinary course of trading; and

       (d)    any lien for salvage;

       "Pertamina"  means Perusahaan  Pertambangan  Minyak Dan Gas Bumi Negara a
       state enterprise of the Republic of Indonesia;

       "Pertamina  Charter" means the time  charterparty  relative to Golar Mazo
       dated 2 July 1997 made between (1) Faraway as owner and (2)  Pertamina as
       charterer, which is scheduled to expire on 31 December 2017;

       "Pollutant"   means  and   includes   pollutants,   contaminants,   toxic
       substances, oil as defined in the United States Oil Pollution Act of 1990
       and  all   hazardous   substances   as  defined  in  the  United   States
       Comprehensive  Environmental  Response,  Compensation  and  Liability Act
       1980;

       "Port of Registry" means, in relation to each Ship, the port (if any) set
       forth against the name of such Ship in Part 1 of schedule 2 or such other
       port of registry  (if any) in a Mortgaged  Ship's Flag State  approved in
       writing by the  Administrative  Agent acting on the  instructions  of the
       Banks at  which  such  Ship  is,  or is to be  registered  on,  or at any
       relevant time after, the date hereof;

                                    Page 19
<Page>

       "Quarterly Financial Statements" means quarterly:

       (i)    financial  statements of the Parent,  the Borrower and each Owning
              Company;

       (ii) consolidated financial statements of the Golar LNG Group; and

       (iii)  consolidated financial statements of the Golar Gas Group excluding
              Oxbow and Golar Maritime,

       prepared as at 31 March,  30 June and 30 September  (but not 31 December)
       in each year (or three,  six or nine (but not  twelve)  months  after the
       commencement  of the Borrower's  accounting  period should its accounting
       reference  date  be  changed,  with  the  prior  written  consent  of the
       Administrative  Agent (acting on the  instructions  of the Banks) from 31
       December)  comprising a profit and loss account and a balance sheet and a
       cash flow statement;

       "Reference  Banks" means  Christiania Bank og Kreditkasse ASA, Den norske
       Bank ASA,  Citibank,  N.A. and Fortis Bank  (Nederland)  N.V.  and/or any
       other Bank appointed as such pursuant to the Agency Agreement;

       "Registry" means, in relation to each Ship, such registrar,  commissioner
       or  representative  of the relevant Flag State who is duly authorised and
       empowered to register the relevant  Ship, the relevant  Owning  Company's
       title to such Ship and the relevant  Mortgage  under the laws and flag of
       the relevant Flag State;

       "Relevant  Fraction"  shall  mean for the  purpose of the  definition  of
       "Relevant  Insured  Amount" and clause 4.3, a fraction whose numerator is
       the market value of the relevant  Mortgaged Ship and whose denominator is
       the aggregate of the market values of all the Mortgaged Ships  (including
       such Mortgaged Ship) at the relevant date;

       "Relevant  Insured  Amount" means,  in relation to a Mortgaged Ship as at
       any relevant date, an amount in Dollars equal to the Relevant Fraction as
       at such date of the Loan as at such date;

        "Relevant  Jurisdiction"  means any  jurisdiction  in which or where any
       Security  Party is  incorporated,  resident,  domiciled,  has a permanent
       establishment,  carries on, or has a place of  business  or is  otherwise
       effectively connected;

       "Repayment Dates" means,  subject to clause 6.3, the date falling six (6)
       months after the Drawdown Date and each of the dates falling at intervals
       of three  (3)  months  after  such  date up to and  including  the  Final
       Repayment Date;

       "Requisition  Compensation"  means,  in relation  to a Mortgaged  Ship or
       Golar  Mazo,  all sums of money or other  compensation  from time to time
       payable   during  the  Security   Period  by  reason  of  the  Compulsory
       Acquisition of such Ship or Golar Mazo;

       "Restricted  Associate" means any associate of the Borrower other than an
       associate which is:

       (a)    a wholly owned Subsidiary of the Borrower;

       (b)    a Subsidiary of the Borrower  unless any part of the share capital
              of such  Subsidiary  is owned by any person who is an associate of
              the  Borrower  which  is  not a  wholly-owned  Subsidiary  of  the
              Borrower;

                                    Page 20
<Page>

       "Rollover Date" means the last day of an Interest Period;

       "Security  Agent" means Den norske Bank ASA of Stranden 21,  N-0021 Oslo,
       Norway  or such  other  person  as may be  appointed  security  agent and
       trustee  for  the  Banks  and  the  Swap  Banks  pursuant  to the  Agency
       Agreement;

       "Security  Documents"  means this Agreement,  the Mortgages,  the General
       Assignments,   the  Subsidiary  Pledges,   the  Guarantees,   the  Agency
       Agreement,  the  Manager's  Undertakings,  the  Subordination  Deed,  any
       Earnings  Account  Security,  the Eligible  Swap  Contracts and any other
       documents  as may have been or shall  from time to time after the date of
       this Agreement be executed to guarantee and/or secure all or any part of,
       any  moneys  from time to time  owing by the  Borrower  pursuant  to this
       Agreement (whether or not any such document also secures moneys from time
       to time owing pursuant to any other document or agreement);

       "Security  Party"  means any person who may at any time be a party to any
       of the Security Documents (other than a Creditor);

       "Security  Period"  means  the  period  commencing  on the  date  of this
       Agreement and so long as any moneys are owing,  actually or contingently,
       under the Security Documents and while all or any part of the Loan or the
       Commitments remain outstanding;

       "Ships" means each of the ships listed in Part 1 of schedule 2 and "Ship"
       means any of them;

       "Ship Security  Documents" means, in relation to a Ship, the Mortgage and
       the General Assignment in respect of such Ship;

       "Solvent" means with respect to any person on a particular  date, that on
       such  date (i) the fair  market  value of the  assets  of such  person is
       greater than the total amount of  liabilities  (including  the present or
       expected  value  of  contingent  liabilities)  of such  person,  (ii) the
       present fair  salable  value of the assets of such person is greater than
       the amount that will be required to pay the probable  liabilities of such
       person for its debts as they  become  absolute  and  matured,  (iii) such
       person is able to  realise  upon its  assets  and pay its debts and other
       liabilities,  including contingent obligations, as they mature, (iv) such
       person does not have unreasonably  small capital and (v) such person does
       not intend to or believe it will incur debts beyond its ability to pay as
       they mature;

       "Subordinated Debt" of a person means any Indebtedness of the Borrower or
       any of its  Subsidiaries  which is a Security  Party  owing to the Parent
       which is subject to the Subordination Deed;  "Subordination Deed" means a
       deed  entered or (as the context may  require) to be entered into between
       the Guarantors, the Borrower,  Gotaas-Larsen Shipping Corporation and the
       Security Agent in the agreed form;

       "Subsidiary"  of a  person  means  any  company  or  entity  directly  or
       indirectly controlled by such person and a "wholly owned Subsidiary" of a
       person  means a  Subsidiary  which has no members  except such person and
       that person's wholly owned Subsidiaries and its or their nominees;

                                    Page 21
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       "Subsidiary  Guarantee"  means the joint and several  guarantee issued or
       (as the context may require) to be issued by the Owning Companies,  Oxbow
       and Golar Maritime in favour of the Security Agent in the agreed form;

       "Subsidiary Guarantor" means any of the Owning Companies, Oxbow and Golar
       Maritime and "Subsidiary Guarantors" means all of them;

       "Subsidiary  Pledge" means,  in relation to an Owning  Company,  Oxbow or
       Golar  Maritime,  the pledge of all of the issued  stock of such  company
       executed or (as the context may  require) to be executed by the  Borrower
       in  favour  of the  Security  Agent in the  agreed  form and  "Subsidiary
       Pledges" means all of such pledges;

       "Swap Banks" means, the banks and financial institutions listed in Part 2
       of schedule1  and includes  their  successors  in title and assignees and
       transferees;

       "Swap  Liabilities"  means  Indebtedness  incurred  in  respect of swaps,
       forward exchange contracts,  futures and other derivatives and guarantees
       in respect of such Indebtedness;

       "Tax Lease Option" means the option referred to in clause 17;

       "Taxes" includes all present and future taxes, levies,  imposts,  duties,
       fees or charges of whatever  nature  together with  interest  thereon and
       penalties  in  respect   thereof  and   "Taxation"   shall  be  construed
       accordingly;

       "Total  Commitments"  means,  at any  relevant  time,  the  total  of the
       Commitments of all the Banks at such time;

       "Total Loss" in relation to a Ship or Golar Mazo means:

       (a)    actual,  constructive,  compromised or arranged total loss of such
              vessel; or

       (b)    the Compulsory Acquisition of such vessel; or

       (c)    the hijacking,  theft,  condemnation,  capture,  seizure,  arrest,
              detention  or  confiscation  of such vessel  (other than where the
              same amounts to the Compulsory  Acquisition of such vessel) by any
              Government  Entity,  or by persons  acting or purporting to act on
              behalf of any Government Entity, unless the vessel be released and
              restored  to the  relevant  Owning  Company or  Faraway  from such
              hijacking,   theft,   condemnation,   capture,   seizure,  arrest,
              detention  or  confiscation  within 60 days  after the  occurrence
              thereof;

       "Total Loss  Repayment  Date" means,  in relation to a Mortgaged  Ship or
       Golar Mazo, the date which is the earlier of:

       (a)    the date one hundred and twenty  (120) days after such ship became
              a Total Loss or such later date as may be agreed in writing by the
              Administrative  Agent (acting on the  instructions of the Majority
              Banks) if they are satisfied  that the relevant  Mortgaged Ship or
              Golar Mazo was properly insured at the time of such Total Loss and
              that  insurance  proceeds  in  respect  of such Total Loss will be
              recovered in amounts  sufficient  to enable the Borrower to comply
              with  its  prepayment   obligations  under  clauses  4.3  of  this
              Agreement  arising as a consequence of such Total Loss and will be
              applied in  accordance  with the  Security  Documents by the later
              date so agreed; and

                                    Page 22
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       (b)    the date upon which insurance proceeds or Requisition Compensation
              in respect of such Total Loss are received by the relevant  Owning
              Company (or the Security  Agent as the relevant  Owning  Company's
              assignee pursuant to the relevant General Assignment) or Faraway;

       "Transfer  Certificate" means a transfer  certificate for the purposes of
       clause 15.3  substantially  in the form set out in schedule 5 (or in such
       other form as the Banks may approve or require);

       "Transferee  Bank" and "Transferor  Bank" shall have the meaning ascribed
       to those expressions in clause 15.3; and

       "Underlying  Documents"  means  collectively the Approved  Charters,  the
       Faraway  Documents,  the  Pertamina  Charter and the Approved  Management
       Agreements

1.3    Insurance terms

       In clause 8.4(a):

       (a)    "excess risks" means the proportion (if any) of claims for general
              average,  salvage  and  salvage  charges  and under  the  ordinary
              collision  clause not  recoverable  in consequence of the value at
              which a Ship is assessed for the purpose of such claims  exceeding
              her insured value;

       (b)    "protection and indemnity  risks" means the usual risks (including
              oil  pollution)   covered  by  a  United  Kingdom  protection  and
              indemnity  association or a protection  and indemnity  association
              which is  managed  in the  United  Kingdom  or Norway  (including,
              without limitation, the proportion (if any) of any sums payable to
              any other  person or  persons in case of  collision  which are not
              recoverable under the hull and machinery policies by reason of the
              incorporation  therein of Clause 8 of the  Institute  Time Clauses
              (Hulls)  (1/11/95) or the  Institute  Amended  Running Down Clause
              (1/10/71) or any equivalent  provision) or (if placed on Norwegian
              terms)  means  protection  and  indemnity  risks as defined in the
              Norwegian Marine Insurance Plan of 1996 as amended; and

       (c)    "war risks"  includes  those risks covered by the standard form of
              English  marine policy with  Institute  War and Strikes  Clauses -
              Time  (1/11/95)  attached  or  similar  cover  or  (if  placed  on
              Norwegian  terms means the war risks  described  in the  Norwegian
              Marine Insurance Plan of 1966 as amended).

1.4    Accounting terms

       All accounting  terms not otherwise  defined in this Agreement shall have
       the meanings  assigned to them in  accordance  with GAAP  (whether or not
       such is indicated in this Agreement).

1.5    Headings

       Clause headings and the table of contents are inserted for convenience of
       reference  only  and  shall  be  ignored  in the  interpretation  of this
       Agreement.


                                    Page 23
<Page>

1.6    Construction of certain terms

       In any Security Document unless the context otherwise requires:

       (a)    references  to  clauses  and  schedules  are  to be  construed  as
              references to clauses of, and schedules to, such Security Document
              and references to such Security Document include its schedules;

       (b)    references  to (or to any  specified  provision  of) any  Security
              Document or any other document shall be construed as references to
              such  Security  Document,  that  provision or that  document as in
              force for the time being and as amended in  accordance  with terms
              thereof,  or,  as the  case  may be,  with  the  agreement  of the
              relevant  parties and (where such  consent is, by the terms of any
              Security  Document  or  the  relevant  document,  required  to  be
              obtained as a condition to such amendment) with the consent of the
              Administrative Agent;

       (c)    references  to  a  "regulation"  include  any  present  or  future
              regulation,  rule,  directive,  requirement,  request or guideline
              (whether or not having the force of law) of any agency, authority,
              central bank or government  department or any  self-regulatory  or
              other national or supra-national authority;

       (d)    words  importing  the plural  shall  include the singular and vice
              versa;

       (e)    references to a time of day are to London time;

       (f)    references  to a person  shall be construed  as  references  to an
              individual,  firm,  company,  corporation,  unincorporated body of
              persons or any Government Entity;

       (g)    references  to any person  includes  such  person's  assignees and
              successors in title;

       (h)    references to a "guarantee"  include references to an indemnity or
              other  assurance   against   financial  loss  including,   without
              limitation,  an  obligation  to  purchase  assets or services as a
              consequence   of  a  default  by  any  other  person  to  pay  any
              Indebtedness and "guaranteed" shall be construed accordingly; and

       (i)    references to any enactment shall be deemed to include  references
              to such enactment as re-enacted, amended or extended.


                                    Page 24
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1.7    Majority Banks

       Where  this  Agreement  provides  for  any  matter  to be  determined  by
       reference  to the opinion of the  Majority  Banks or to be subject to the
       consent or request of the Majority Banks or for any action to be taken on
       the instructions of the Majority Banks, such opinion, consent, request or
       instructions shall (as between the Banks) only be regarded as having been
       validly given or issued by the Majority Banks if all the Banks shall have
       received  prior  notice of the  matter on which  such  opinion,  consent,
       request or  instructions  are  required to be obtained  and the  relevant
       majority  of Banks  shall have  given or issued  such  opinion,  consent,
       request or  instructions  but so that the Borrower shall be entitled (and
       bound) to assume that such notice  shall have been duly  received by each
       Bank  and  that  the  relevant  majority  shall  have  been  obtained  to
       constitute Majority Banks whether or not this is in fact the case.

1.8    Agreed forms

       In this  Agreement,  any  document  expressed  to be "in the agreed form"
       means  a  document  in  a  form  agreed  by  (and  for  the  purposes  of
       identification   signed  by  or  on  behalf  of)  the  Borrower  and  the
       Administrative  Agent  or (in  the  case  of any  of the  other  Security
       Documents) a document in the form actually  executed by both the relevant
       Security Party or relevant Security Parties and the Security Agent.

1.9    Meaning of "associate" and each "acting in concert"

       For the purposes of this Agreement:

       (a)    any question whether a person is an associate of another person is
              to be determined in  accordance  with the following  provisions of
              this  clause  (any  provision  that a person  is an  associate  of
              another  person  being taken to mean that they are  associates  of
              each other);

       (b)    a person is an  associate of an  individual  if that person is the
              individual's  husband or wife or is a relative,  or the husband or
              wife  of a  relative,  of the  individual  or of the  individual's
              husband or wife;

       (c)    a  person  is an  associate  of  any  person  with  whom  he is in
              partnership,  and of the  husband  or  wife or a  relative  of any
              individual with whom he is in partnership;

       (d)    a person is an  associate of any person whom he employs or by whom
              he is employed;

       (e)    a person in his  capacity  as  trustee  of a trust  (other  than a
              pension  scheme or an employees'  share scheme) is an associate of
              another person if the  beneficiaries of the trust include,  or the
              terms of the trust  confer a power that may be  exercised  for the
              benefit  of,  that  other  person or an  associate  of that  other
              person;

                                    Page 25
<Page>

       (f)    a company or other entity is an  associate  of another  company or
              entity:

              (i)    if the same  person has  control  of both,  or a person has
                     control of one and  persons who are his  associates,  or he
                     and persons  who are his  associates,  have  control of the
                     other; or

              (ii)   if a  group  of two or more  persons  has  control  of each
                     company or other entity,  and the groups either  consist of
                     the same persons or could be regarded as  consisting of the
                     same persons by treating (in one or more cases) a member of
                     either  group  as  replaced  by a  person  of whom he is an
                     associate;

       (g)    a company is an  associate  of another  person if that person is a
              director of or has control of it or if that person and persons who
              are his associates together have control of it;

       (h)    any two or more  persons  acting  together  to secure or  exercise
              control of a company or other  entity shall be treated in relation
              to that company or other entity as associates of each other and of
              any person acting on the  instructions of any of them to secure or
              exercise control of the company or other entity,

       (i)    for the purposes of this clause 1.9:

              (i)    a  person  is a  relative  of an  individual  if he is that
                     individual's  brother,  sister, uncle, aunt, nephew, niece,
                     lineal ancestor or lineal descendant, treating:

                     (A)    any relationship of the half blood as a relationship
                            of the whole  blood  and the  stepchild  or  adopted
                            child of any person as his child; and

                     (B)    an illegitimate child as the legitimate child of his
                            mother and reputed father;

                     and any  references in this  Agreement to a husband or wife
                     include a former  husband or wife and a reputed  husband or
                     wife;

              (ii)   any director or other  officer of a company or other entity
                     is to be  treated  as  employed  by that  company  or other
                     entity;

       (j)    a person is to be taken as having  control  of a company  or other
              entity if:

              (i)    that person owns more than 50 per cent of the voting  share
                     capital (or equivalent rights of ownership) of such company
                     or entity; or

              (ii)   such  person  has the  power to  direct  the  policies  and
                     management  of  such  company  or  entity  by  contract  or
                     otherwise

              and where two or more persons together satisfy either of the above
              conditions,  they are to be taken as having control of the company
              or entity; and

                                    Page 26
<Page>

       (k)    persons  acting in concert  comprise  persons who,  pursuant to an
              agreement or understanding (whether formal or informal),  actively
              co-operate,  through the acquisition by any of them of shares in a
              company to obtain or consolidate control over ten (10) per cent or
              more of (i) the ordinary  share  capital or (ii) the voting rights
              attributable to the ordinary share capital of that company and for
              this  purpose  persons who are  associates  of each other shall be
              presumed to be persons  acting in concert  unless the  contrary is
              demonstrated to the satisfaction of the Administrative Agent.

1.10   Calculation of Expenditure Provision

       (a)    When the amount of the  Expenditure  Provision is required for the
              purposes  of this  Agreement  as at any  date any  expenditure  in
              respect  of  which  that  Expenditure   Provision   applies,   the
              Expenditure  Provision  which  is  required  to  be  projected  by
              reference to any date  falling  and/or any period  expiring  after
              such date shall be  calculated  and  projected  by the Borrower in
              accordance  with this clause 1.10 and  certified in a statement as
              required  by  clause  8.1(e)(ii)  in each  case to the  reasonable
              satisfaction of the Administrative Agent.

       (b)    Such amounts or relevant  part thereof  shall be projected on such
              assumptions as the  Administrative  Agent shall approve in writing
              (such approval not to be unreasonably withheld) including (without
              limitation) assumptions as to:

              (i)    the Dollar amount and timing of any expenditure in relation
                     to which the Expenditure  Provision falls to be determined,
                     and

              (ii)   and  any  assumptions  referred  to in  the  definition  of
                     Expenditure Provision.

       (c)    If the Administrative Agent is, after reasonable consultation with
              the Borrower and after  consideration  of any further  information
              provided  by the  Borrower,  not  satisfied  with  the  Borrower's
              calculation   or   projection   of  the  relevant   amounts,   the
              Administrative  Agent may  recalculate  such amount or  projection
              thereof  (acting  reasonably  having  regard  to  the  information
              available   to  it  for  such  purpose  and   reasonable   prudent
              assumptions)   and  the   amount   as  so   recalculated   by  the
              Administrative  Agent  shall be  binding on the  Borrower  and the
              Banks for the purpose of this Agreement.

2      The Commitments and the Loan

2.1    Amount

       Upon and subject to the terms and  conditions  of this  Agreement  and in
       reliance on the  representations  and  warranties  in clause 7, the Banks
       agree to lend to the Borrower the principal sum of up to  USD325,000,000.
       The obligation of each Bank under this  Agreement  shall be to contribute
       that  proportion  of  the  Loan  which,  as at  the  Drawdown  Date,  its
       Commitment bears to the Total Commitments.


                                    Page 27
<Page>

2.2    Obligations several

       The  obligations  of each Bank  under this  Agreement  are  several;  the
       failure of any Bank to perform  such  obligations  shall not  relieve any
       other Bank, the Lead Arrangers,  the  Administrative  Agent, the Security
       Agent  or  the  Borrower  of  any  of  their  respective  obligations  or
       liabilities  under  this  Agreement  nor  shall the Lead  Arrangers,  the
       Administrative  Agent,  or the  Security  Agent  be  responsible  for the
       obligations  of any Bank  (except for its own  obligations,  if any, as a
       Bank) nor shall any Bank be responsible  for the obligations of any other
       Bank under this Agreement.

2.3    Interests several

       Notwithstanding  any other term of this Agreement (but without  prejudice
       to the  provisions of this Agreement  relating to or requiring  action by
       the  Majority   Banks)  the   interests  of  the  Lead   Arrangers,   the
       Administrative  Agent,  the Security  Agent and the Banks are several and
       the amount  due to the Lead  Arrangers,  the  Administrative  Agent,  the
       Security  Agent (each for its own account) and to each Bank is a separate
       and independent debt. The Lead Arrangers,  the Administrative  Agent, the
       Security  Agent and any Bank shall have the right to protect  and enforce
       its rights  arising out of this  Agreement  and it shall not be necessary
       for the Lead Arrangers,  the Administrative  Agent, the Security Agent or
       any Bank (as the case may be) to be joined as an additional  party in any
       proceedings for this purpose.

2.4    Drawdown

       Subject to the terms and conditions of this Agreement,  the Loan shall be
       made to the Borrower following receipt by the  Administrative  Agent from
       the Borrower of a Drawdown  Notice not later than 10 a.m.  (Oslo time) on
       the fifth  Banking  Day before the  proposed  Drawdown  Date.  A Drawdown
       Notice shall be effective on actual receipt by the  Administrative  Agent
       and,  once  given,  shall,  subject  as  provided  in clause  3.7(a),  be
       irrevocable.

2.5    Amount

       The principal  amount  specified in the Drawdown  Notice for borrowing on
       the  Drawdown  Date shall,  subject to the terms and  conditions  of this
       Agreement, not exceed USD325,000,000.

2.6    Availability

       Upon  receipt  of a  Drawdown  Notice  complying  with the  terms of this
       Agreement  the  Administrative  Agent  shall  promptly  notify  each Bank
       thereof  and of the date on which the Loan is to be made and,  subject to
       the  provisions  of clause  8.6,  on such date on which the Loan is to be
       drawn down each of the Banks shall make  available to the  Administrative
       Agent its portion of the Loan for payment by the Administrative  Agent in
       accordance with clause 6.2.

2.7    Application of proceeds

       Without prejudice to the Borrower's obligations under clause 8.1(c), none
       of the Creditors  shall have any  responsibility  for the  application of
       proceeds of the Loan by the Borrower.

2.8    Termination of Commitments

       If  the  Loan  is not  drawn  down  by  the  Latest  Drawdown  Date,  the
       Commitments shall thereupon be automatically cancelled.


                                    Page 28
<Page>

3      Interest

3.1    Normal interest rate

       The Borrower  shall pay interest on the Loan in respect of each  Interest
       Period  relating  thereto on each  Rollover  Date (or,  in the case of an
       Interest  Period of more than three  months,  by  instalments,  the first
       three  months  from the  commencement  of such  Interest  Period  and the
       subsequent  instalments at intervals of three months or, if shorter,  the
       period from the date of the preceding  instalment until the Rollover Date
       relative to such Interest Period) at the rate per annum determined by the
       Administrative  Agent  to be the  aggregate  of (a) the  Margin,  (b) the
       Additional Cost (if any) and (c) LIBOR. Any portion of the interest equal
       to Additional Cost shall be for the account of Banks whose  participation
       in the Loan is subject to the Additional Cost.

3.2    Selection of Interest Periods

       The Borrower may by notice received by the Administrative Agent not later
       than 10 a.m. (Oslo time) on the third Banking Day before the beginning of
       each Interest  Period specify  whether such Interest  Period shall have a
       duration of one (1), three (3) or six (6) months (or such other period as
       the  Borrower  may select and all of the Banks may agree in writing)  but
       the Borrower may not select an Interest Period of one month's duration if
       there have,  during the preceding period of twelve months,  commenced two
       Interest Periods of one month's duration.

3.3    Determination of Interest Periods

       Every Interest Period shall be of the duration  specified by the Borrower
       pursuant to clause 3.2 but so that:

       (a)    the first Interest Period in respect of the Loan shall commence on
              the Drawdown Date and each subsequent Interest Period for the Loan
              shall commence on the last day of the previous Interest Period;

       (b)    if any Interest Period would  otherwise  overrun a Repayment Date,
              then the Loan shall be divided  into  parts,  so that there is one
              part in the aggregate  amount of the repayment  instalment  due on
              each Repayment Date falling during that Interest Period and having
              an  Interest  Period  ending on the  relevant  Repayment  Date and
              another  part in the amount of the  balance of the Loan  having an
              Interest Period  ascertained in accordance with clause 3.2 and the
              other provisions of this clause 3.3; and

       (c)    if the  Borrower  fails to specify  the  duration  of an  Interest
              Period in  accordance  with the  provisions of clause 3.2 and this
              clause 3.3 such Interest Period shall have a duration of three (3)
              months or such other period as shall comply with this clause 3.3.

3.4    Default interest

       If the Borrower fails to pay any sum (including,  without limitation, any
       sum  payable  pursuant  to this  clause  3.4) on its due date for payment
       under any of the Security  Documents,  the Borrower shall pay interest on
       such sum on demand from the due date up to the date of actual payment (as
       well after as before judgment) at a rate determined by the Administrative
       Agent pursuant to this clause 3.4. The period  beginning on such due date
       and  ending on such date of  payment  shall be  divided  into  successive
       periods of not more than three  months as selected by the  Administrative
       Agent (after  consultation  with the Banks) each of which (other than the
       first,  which shall commence on such due date) shall commence on the last
       day of the preceding such period. The rate of interest applicable to each
       such period shall be the aggregate (as  determined by the  Administrative
       Agent of (a) two per cent (2%) per annum, (b) Margin,  (c) the Additional
       Cost and (d) LIBOR for such period provided that if such unpaid sum is an
       amount  of  principal  which  became  due and  payable,  by  reason  of a
       declaration  by  the  Administrative  Agent  under  clause  10.2(a)  or a
       prepayment pursuant to clauses 4.3, 4.6, 4.7 or 12.1 on a date other than
       a Repayment Date relating thereto,  the first such period selected by the
       Administrative  Agent shall be of a duration  equal to the period between
       the due date of such  principal sum and such  Repayment Date and interest
       shall be payable on such  principal  sum during  such period at a rate of
       two per cent  (2%) per annum  above  the  aggregate  of the  Margin,  the
       Additional  Cost  and the rate of LIBOR  applicable  thereto  immediately
       before it shall have become so due and payable. Default interest shall be
       due and payable on the last day of each such period as  determined by the
       Administrative  Agent pursuant to this clause 3.4 or, if earlier,  on the
       date on which  the sum in  respect  of which  such  default  interest  is
       accruing shall actually be paid. If, for the reasons  specified in clause
       3.7(a)  the  Administrative  Agent  is  unable  to  determine  a rate  in


                                    Page 29
<Page>

       accordance  with the  foregoing  provisions of this clause 3.4, each Bank
       shall promptly  notify the  Administrative  Agent of the cost of funds to
       such Bank and  interest  on any sum not paid on its due date for  payment
       shall  be  calculated  for  each  Bank  at  a  rate   determined  by  the
       Administrative  Agent  to be two  per  cent  (2%)  per  annum  above  the
       aggregate  of the Margin,  the  Additional  Cost and the cost of funds to
       such Bank.  Each Bank shall  (without  prejudice to the obligation of the
       Borrower to pay such interest) provide  reasonable detail as to the basis
       on which it has determined such cost of funds.

3.5    Notification of interest rate

       The Administrative Agent shall notify the Borrower and the Banks promptly
       of each rate of interest determined by it under this clause 3.

3.6    Reference Bank quotations

       If any Reference Bank is unable or otherwise fails to furnish a quotation
       for the purpose of calculating LIBOR pursuant to the proviso contained in
       the definition of LIBOR the interest rate shall be determined, subject to
       clause 3.7, on the basis of the  quotations  furnished  by the  remaining
       Reference Banks.

3.7    Market disruption; non-availability

       (a)    If and  whenever,  at any time  prior to the  commencement  of any
              Interest Period:

              (i)    the  Administrative  Agent  shall  have  determined  (which
                     determination  shall,  in the absence of manifest error, be
                     conclusive)  that  adequate and fair means do not exist for
                     ascertaining   LIBOR   during  such   Interest   Period  in
                     accordance with the definition of LIBOR in clause 1.2; or

              (ii)   where applicable,  none of the Reference Banks supplies the
                     Administrative  Agent with a  quotation  for the purpose of
                     calculating LIBOR; or

              (iii)  the Administrative  Agent shall have received  notification
                     from Banks  with  Contributions  aggregating  more than one
                     third  of  the  Loan  (or,  prior  to  the  Drawdown  Date,
                     Commitments  aggregating  not less  than  one  third of the
                     Total   Commitments)  that  deposits  in  Dollars  are  not
                     available to such Banks in the London  Interbank  Market in
                     the ordinary  course of business in  sufficient  amounts to
                     fund their Contributions for such Interest Period or, where
                     applicable  in accordance  with the  definition of LIBOR in
                     clause 1.2, that the arithmetic  mean of the quotations for
                     LIBOR  supplied by the Reference  Banks does not accurately
                     reflect the cost to such Banks of obtaining such deposits,

              the   Administrative   Agent  shall   forthwith   give  notice  (a
              "Determination Notice") thereof to the Borrower and to each of the
              Banks.  A  Determination  Notice shall contain  particulars of the
              relevant circumstances giving rise to its issue.

       (b)    After the giving of any Determination  Notice,  the undrawn amount
              of the  Commitment  shall  not be  borrowed  until  notice  to the
              contrary is given to the Borrower by the Administrative Agent.


                                    Page 30
<Page>

       (c)    During the period of 10 days  after any  Determination  Notice has
              been given by the  Administrative  Agent under clause  3.7(a) each
              Bank shall certify an alternative  basis (the "Substitute  Basis")
              for  maintaining  its  Contribution.   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  (including  Additional
              Cost  if  any)  to  such  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
              Administrative  Agent  notifies  the  Borrower  that  none  of the
              circumstances  specified  in  clause  3.7(a)  continues  to  exist
              whereupon  the  normal  interest  rate  fixing  provisions  of the
              Agreement shall apply.

4      Repayment and prepayment

4.1    Repayment

       The Borrower shall repay the Loan by twenty three (23)  instalments,  one
       such instalment to be repaid on each of the Repayment  Dates.  Subject to
       the provisions of this Agreement:

       (a)    the first  eight (8)  instalments  shall  each be in the amount of
              USD5,000,000;

       (b)    the ninth (9th) to the sixteenth (16th)  instalments shall each be
              in the amount of USD7,500,000;

       (c)    the seventeenth  (17th) to the twentieth (20th)  instalments shall
              each be in the amount of USD10,000,000;

       (d)    the twenty first (21st) and twenty second (22nd) instalments shall
              each be in the amount of USD12,500,000; and

       (e)    the twenty  third and final  instalment  shall be in the amount of
              USD160,000,000.

       If the  amount of the Loan  advanced  on the  Drawdown  Date is less than
       USD325,000,000, each of the said amounts shall be reduced pro rata to the
       amount so advanced.

4.2    Voluntary prepayment

       The Borrower may prepay the Loan in whole or in part (being  USD1,000,000
       or whole multiples of  USD1,000,000) on any Rollover Date relating to the
       part of the Loan to be prepaid  without premium or penalty subject always
       to the payment by the Borrower of any Breakage  Costs in accordance  with
       clause  11.1  hereof  and  provided  that   immediately   prior  to,  and
       immediately  after such  prepayment,  the Borrower  will be in compliance
       with the financial covenants in clause 8.5,

4.3    Prepayment on Total Loss and sale, etc.

       (a)    Before Drawdown Date

              On a Ship or Golar Mazo becoming a Total Loss (or suffering damage
              or being  involved  in an  incident  which in the  opinion  of the
              Administrative  Agent,  in  consultation  with the  Borrower,  may
              result in such Ship or Golar Mazo subsequently being determined to
              be a Total Loss) before the Drawdown  Date,  the obligation of the
              Banks  to  advance  the  Loan  shall  immediately  cease  and  the
              Commitments shall be reduced to zero.

       (b)    Thereafter

              If, on or after the Drawdown Date:

              (i)    a Mortgaged Ship or Golar Mazo becomes a Total Loss;

              (ii)   a Mortgaged Ship or Golar Mazo is sold;

              (iii)  an Owning  Company  is sold by the  Borrower  (unless  such
                     Owning  Company has already sold or refinanced  its Ship or
                     such Ship has become a Total Loss); or

              (iv)   Oxbow or  Golar  Maritime  sells  any of  their  shares  in
                     Faraway (unless Golar Mazo has already been sold by Faraway
                     or has become a Total Loss),


                                    Page 31
<Page>

              the  Commitments  shall  be  reduced  on the  applicable  Disposal
              Repayment Date by the relevant Disposal Repayment Amount. If, upon
              reduction of the  Commitments by such Disposal  Repayment  Amount,
              the  aggregate  of the  Contributions  at such  time  exceeds  the
              Commitments  as  thereby  reduced,  the  Borrower  shall  on  such
              Disposal  Repayment  Date  prepay  such amount of the Loan as will
              ensure that  immediately  thereafter  the aggregate  amount of the
              Contributions will not exceed the Commitments as so reduced.

       (c)    Defined terms

              For the purposes of this clause 4.3:

              "Disposal  Repayment  Amount"  means  in  relation  to a  Disposal
              Reduction Date, the amount in Dollars which is either:

              (i)    in relation  to a Ship which has become a Total  Loss,  the
                     amount which is 115% of the  Relevant  Fraction of the Loan
                     as at the Disposal Reduction Date; or

              (ii)   in relation to Golar Mazo where it has become a Total Loss,
                     60% of the minimum amount for which Golar Mazo was required
                     to have been insured  under this  Agreement  (after  taking
                     into   account  the  amount  due  under  the  Faraway  Loan
                     Agreement and other  liabilities  in respect of such vessel
                     (but not liabilities owed to any Restricted Associate)); or

              (iii)  in relation to a Ship which is being sold, the amount which
                     is  115% of the  Relevant  Fraction  of the  Loan as at the
                     Disposal Reduction Date; or

              (iv)   in  relation  to Golar Mazo where it has been sold,  60% of
                     the value of Golar Mazo as determined  in  accordance  with
                     clause  4.3(d)  (after  taking into  account the amount due
                     under the Faraway Loan  Agreement and other  liabilities in
                     respect of such  vessel  (but not  liabilities  owed to any
                     Restricted Associate)); or

              (v)    in  relation  to a sale of an Owning  Company,  the  amount
                     which is the higher of:

                     (A)    the  value  of such  Owning  Company  determined  in
                            accordance with clause 4.3(d); and

                     (B)    the  value  of  such   Owning   Company's   Ship  as
                            determined in accordance with clause 4.3(d); or

              (vi)   in relation to a sale of Oxbow and Golar Maritime shares in
                     Faraway, the amount which is the higher of:

                     (A)    the value of such shares  determined  in  accordance
                            with clause 4.3(d); and

                     (B)    60%  of  the  value  of  Golar  Mazo  determined  in
                            accordance with clause 4.3(d) and other  liabilities
                            (but  not   liabilities   owed  to  any   Restricted
                            Associate)); and


                                    Page 32
<Page>

              "Disposal Repayment Date" means:

              (i)    where a Ship or Golar  Mazo has  become a Total  Loss,  its
                     Total Loss Repayment Date; or

              (ii)   where  a Ship  is  being  sold in  accordance  with  clause
                     8.4(n),  the  date  upon  which  the  sale of such  Ship is
                     completed  by the  transfer  of title  to such  Ship to the
                     purchaser in exchange for payment of the relevant  purchase
                     price; or

              (iii)  where  Golar  Mazo  is  being  sold,  the  last  day of the
                     calendar  quarter  during  which the sale of Golar Mazo was
                     completed or, if earlier, the date upon which 60% of all or
                     substantially  all of the  proceeds  of sale of Golar  Mazo
                     (net of any amounts due under the  Faraway  Loan  Agreement
                     and any other  liabilities (but not liabilities owed to any
                     Restricted  Associate))  are distributed to Oxbow and Golar
                     Maritime  by or on behalf  of  Faraway  (whether  by way of
                     dividend or otherwise); or

              (iv)   where an Owning  company is being sold,  or Oxbow and Golar
                     Maritime  are selling any of their  shares in Faraway,  the
                     date upon which such sale is completed.

       (d)    Valuation of Ships, Owning Companies and Faraway shares

              (i)    Ships

                     For the  purposes of this clause 4.3 and to  determine  the
                     Relevant Fraction of the Loan, the Mortgaged Ships shall be
                     valued in  accordance  with  clause  8.2 at the cost of the
                     Borrower save that, in the case of the sale of such a Ship,
                     the value of such Mortgaged Ship shall, for the purposes of
                     this clause,  be deemed to be the Net Sale Proceeds of such
                     Ship or, if higher  and if the  purchaser  is a  Restricted
                     Associate,  the value of such  Mortgaged Ship as determined
                     in accordance with clause 8.2.

              (ii)   Golar Mazo

                     For the  purposes of this  clause  4.3,  the value of Golar
                     Mazo shall be 60% of its value as  determined in accordance
                     with  clause  8.2, as at the  relevant  Disposal  Repayment
                     Date,  save that, in the case of a sale of Golar Mazo,  the
                     value of Golar  Mazo  shall be  deemed to be 60% of the Net
                     Sale  Proceeds  of Golar  Mazo or,  if  higher,  and if the
                     purchaser  is a Restricted  Associate,  60% of the value of
                     Golar Mazo as determined in accordance with clause 8.2.

              (iii)  Owning Companies

                     For the purposes of this clause 4.3, the value of an Owning
                     Company  shall  be the  proceeds  of sale  of  such  Owning
                     Company  or, if higher and if the  purchaser  of the Owning
                     Company is a Restricted  Associate,  an amount equal to the
                     value  of such  Owning  Company's  Ship as at the  relevant
                     Disposal  Repayment  Date  which  shall  be  determined  in
                     accordance with clause 8.2.

              (iv)   Faraway shares

                     For the purposes of this clause 4.3, the value of Oxbow and
                     Golar Maritime's shares in Faraway shall be the proceeds of
                     sale of such shares or, if higher and if the  purchaser  of
                     such shares is a Restricted Associate,  be deemed to be the
                     higher of 1) 60% of the value of Golar  Mazo as  determined
                     in  accordance  with clause 8.2 (net of amounts owing under
                     the Faraway Loan  Agreement  and any other  liabilities  in
                     respect of such vessel other than to Restricted Associates)
                     and 2) 60% of the net asset  value of  Faraway  (being  for
                     this  purpose the  aggregate  of the value of Golar Mazo as
                     determined in  accordance  with clause 8.2 and the value of
                     the other assets of Faraway as shown in the latest accounts
                     of Faraway  delivered  to the  Administrative  Agent  under
                     clause 8.6 less amounts  owing to the  financiers  of Golar
                     Mazo  and any  other  liabilities  of  Faraway  other  than
                     liabilities  owed to any  Restricted  Associate)  as at the
                     relevant Disposal Repayment Date.


                                    Page 33
<Page>

       (e)    Valuation conclusive and costs

              The values  determined in  accordance  with clause 4.3(d) shall be
              binding upon the parties  hereto for the  purposes of  determining
              the Disposal  Reduction  Amount for a Disposal  Reduction Date and
              all costs in connection  with the  Administrative  Agent obtaining
              any valuation for such purpose shall be borne by the Borrower.

       (f)    Date of Total Loss

              For the purpose of this Agreement, a Total Loss shall be deemed to
              have occurred:

              (i)    in the case of an  actual  total  loss of a  vessel  on the
                     actual  date and at the time  such  vessel  was lost or, if
                     such date is not known, on the date on which the vessel was
                     last reported;

              (ii)   in the case of a constructive total loss of a vessel,  upon
                     the date  and at the time  notice  of  abandonment  of such
                     vessel is given to the insurers of such vessel for the time
                     being  (provided a claim for total loss is admitted by such
                     insurers) or, if such insurers do not forthwith  admit such
                     a claim,  at the  date  and at the  time at which  either a
                     total loss is  subsequently  admitted by the  insurers or a
                     total loss is subsequently adjudged by a competent court of
                     law or  arbitration  panel to have occurred or, if earlier,
                     the date falling six months after notice of  abandonment of
                     such vessel was given to the insurers;

              (iii)  in the case of a compromised or arranged total loss, on the
                     date upon which a binding  agreement as to such compromised
                     or  arranged  total  loss  has  been  entered  into  by the
                     insurers of the relevant vessel;

              (iv)   in the case of Compulsory  Acquisition of a vessel,  on the
                     date upon which the relevant  requisition of title or other
                     compulsory acquisition of such vessel occurs; and

              (v)    in the case of  hijacking,  theft,  condemnation,  capture,
                     seizure,  arrest,  detention  or  confiscation  of a vessel
                     (other   than  where  the  same   amounts   to   Compulsory
                     Acquisition of such vessel) by any Government Entity, or by
                     persons  purporting  to act  on  behalf  of any  Government
                     Entity,  which  deprives the owner of the vessel of the use
                     of such  vessel  for more than 60 days,  upon the expiry of
                     the  period  of 60 days  after  the  date  upon  which  the
                     relevant hijacking, theft, condemnation,  capture, seizure,
                     arrest, detention or confiscation occurred.

       (g)    Application of Total Loss and sale proceeds

              Provided no Default has  occurred and is  continuing  and provided
              the Borrower  shall have complied with clauses 4.3 and 4.4, any of
              the following moneys:

              (i)    insurance moneys or Requisition  Compensation in respect of
                     a Total Loss of a Ship; or

              (ii)   any proceeds of sale of a Ship, an Owning Company or any of
                     Oxbow and Golar Maritime's shares in Faraway; or

              (iii)  moneys distributed by or on behalf of Faraway  representing
                     60% of all or substantially  all of any insurance moneys or
                     Requisition  Compensation  in  respect  of a Total  Loss of
                     Golar Mazo or  proceeds of sale of Golar Mazo (in each case
                     net of any amounts due under the Faraway Loan Agreement and
                     other  liabilities  in  respect of such  vessel  other than
                     liabilities owed to any Restricted Associate);


                                    Page 34
<Page>

              received  by  the  Administrative  Agent  or  the  Security  Agent
              pursuant to any  Security  Document  shall be paid to the relevant
              Owning  Company  or Oxbow  and  Golar  Maritime  or (if and to the
              extent necessary to ensure compliance with clause 4.3) retained by
              the Administrative  Agent for application in or towards making any
              prepayment and paying any other moneys  required under clauses 4.3
              and 4.4.  For this  purpose,  any such moneys so received  (or the
              relevant  part  thereof)  may be applied,  if the Borrower and the
              Security  Party  to  whom  such  moneys  belong  so  requests  the
              Administrative  Agent  in  writing  before  the  date  of  receipt
              thereof,  in effecting any prepayment  required in accordance with
              clause 4.3 and paying  related  amounts due under  clause 4.5. The
              surplus (if any)  remaining  after such payments  shall be paid to
              the Earnings  Account for  application in accordance with clause 4
              of the Agency Agreement.

4.4    Amounts payable on prepayment

       Any prepayment under this Agreement shall be made together with:

       (a)    accrued  interest  on the amount to be prepaid to the date of such
              prepayment  (calculated  in respect of the period during which the
              relevant  Substitute Basis has applied by virtue of clause 3.7(c),
              at a rate per annum equal to the  aggregate  of (i) the Margin and
              (ii) the cost  (including  any  Additional  Cost) to such  Bank of
              funding its Contribution for such period);

       (b)    any additional amounts payable under clauses 6.7 and 12.2; and

       (c)    all other sums payable by the Borrower to the relevant  Bank under
              this Agreement or any of the other Security  Documents  including,
              without limitation any amounts payable under clause 11.

4.5    Notice of prepayment; reduction of repayment instalments

       No prepayment may be effected under clause 4.2 or 4.6 unless the Borrower
       shall  have given the  Administrative  Agent at least ten  Banking  Days'
       notice  of its  intention  to  make  such  prepayment.  Every  notice  of
       prepayment   shall  be   effective   only  on  actual   receipt   by  the
       Administrative  Agent, shall be irrevocable,  shall specify the amount to
       be prepaid and shall oblige the Borrower to make such  prepayment  on the
       date specified.  No amount prepaid may be reborrowed.  Any amount prepaid
       under clause 4.2 shall be applied in reducing the  repayment  instalments
       under  clause 4.1 in inverse  order of  maturity  or (if the  Borrower so
       requests  in  writing  in  the  notice  of its  intention  to  make  such
       prepayment) in order of maturity.  Any amount prepaid  pursuant to clause
       4.3 (other than amounts prepaid due to a sale or Total Loss of Golar Mazo
       or a sale of shares in Faraway which shall be applied in inverse order of
       maturity)  shall be applied in reducing the repayment  instalments  under
       clause 4.1 pro rata.  Any amount prepaid under clause 4.6 or 4.7 shall be
       applied in reducing the repayment instalments under clause 4.1 in inverse
       order of maturity.

       The  Borrower  may not  prepay  the  Loan  or any  part  thereof  save as
       expressly provided in this Agreement.

4.6    Additional voluntary prepayment

       The  Borrower  may also prepay (in whole but not in part  only),  without
       premium or  penalty,  but  without  prejudice  to its  obligations  under
       clauses 3.7, 6.7 and 12.2:

       (a)    the  Contribution  of any Bank to which the  Borrower  shall  have
              become  obliged to pay  additional  amounts  under  clauses 6.7 or
              12.2; or

       (b)    any Bank's  Contribution  to which a Substitute  Basis  applies by
              virtue of clause 3.7(c).

                                    Page 35
<Page>

       Upon any notice of such  prepayment  being given,  the  Commitment of the
       relevant  Bank shall be reduced to zero and for the  avoidance  of doubt,
       any amount prepaid under this clause 4.6 shall be applied in reducing the
       repayment instalments under clause 4.1 pro rata.

4.7    Faraway dividends

       Upon receipt  (whether by payment to an Earnings Account or otherwise) by
       Oxbow  and/or  Golar  Maritime  of any  dividend  or  other  amount  from
       Faraway),  the Borrower shall immediately prepay such part of the Loan as
       is equal to one third of such part of such  dividend  or other  amount as
       was funded by cash  received by Faraway  after the  Drawdown  Date and in
       respect of amounts accrued after the Drawdown Date.

5      Fees commission and expenses

5.1    Fees and commissions

       The Borrower shall pay to the Administrative Agent:

       (a)    Arrangement fee

              on  the  date  of  this   Agreement,   for  the   account  of  the
              Administrative  Agent  (for  distribution  between  itself and the
              other  Lead   Arrangers   in   proportion   to  their   respective
              Commitments),  an arrangement  fee of an amount agreed between the
              Borrower and the Lead Arrangers in a separate letter;

       (b)    Commitment commission

              on the dates  falling at three (3) monthly  intervals  from 15 May
              2001 (the "underwriting date") and prior to the Drawdown Date, and
              on the  Drawdown  Date  itself  or (if  applicable)  the  date  of
              cancellation in full of the Total Commitments,  for the account of
              each Bank,  commitment  commission  computed from the underwriting
              date at the rate of 0.625%  (zero point six two five per cent) per
              annum on the amount of the daily undrawn and uncancelled amount of
              such Bank's Commitment; and

       (c)    Agency fee

              in advance on the  Drawdown  Date and on each  anniversary  of the
              date of this  Agreement  until  no  moneys  are  owing  under  the
              Security  Documents  and  the  Borrower  is no  longer  under  any
              obligation,  actual or contingent,  under this Agreement,  for the
              account of the  Administrative  Agent,  an agency fee of an amount
              agreed  between the  Borrower  and the  Administrative  Agent in a
              separate letter.

       The fees and commission referred to in clauses 5.1(a) and 5.1(b) shall be
       payable by the Borrower whether or not the Loan is ever made.

5.2    Expenses

       The Borrower  shall pay to the  Administrative  Agent on a full indemnity
       basis on demand all reasonable  expenses  (including legal,  printing and
       out-of-pocket expenses) incurred:

       (a)    by  any of the  Creditors  in  connection  with  the  negotiation,
              preparation,  execution and, where  relevant,  registration of the
              Security  Documents,  the  syndication  of  the  Loan  (including,
              without limitation,  preparation of any information memoranda) and
              of any  amendment or extension of or the granting of any waiver or
              consent under, any of the Security Documents; and

       (b)    any  of  the  Creditors  in  contemplation  of,  or  otherwise  in
              connection with, the enforcement of, or preservation of any rights
              under,  any of the  Security  Documents or otherwise in respect of
              the moneys owing under any of the Security Documents


                                    Page 36
<Page>

       together  with  interest  at the rate  referred to in clause 3.4 from the
       date on which such  expenses  were  incurred,  to the date of payment (as
       well after as before judgment).

5.3    Value added tax

       All fees,  commissions  and  expenses  payable  pursuant to this clause 5
       shall be paid  together  with an  amount  equal to any  value  added  tax
       payable by any Creditor in respect of such fees and  expenses.  Any value
       added tax chargeable in respect of any services  supplied by any Creditor
       under this Agreement shall, on delivery of a value added tax invoice,  be
       paid in addition to any sum agreed to be paid hereunder.

5.4    Stamp and other duties

       The Borrower shall pay all stamp, documentary, registration or other like
       duties or taxes  (including any duties or taxes payable by the Creditors)
       imposed on or in connection  with any of the Underlying  Documents or the
       Security   Documents  and  shall  indemnify  the  Creditors  against  any
       liability  arising by reason of any delay or omission by the  Borrower to
       pay such duties or taxes.

6      Payments and taxes; accounts and calculations

6.1    No set-off or counterclaim; distribution to the Banks

       The Borrower acknowledges that in performing their obligations under this
       Agreement,  the Banks will be incurring  liabilities  to third parties in
       relation  to the  funding of amounts to the  Borrower,  such  liabilities
       matching  the  liabilities  of the  Borrower  to the Banks and that it is
       reasonable  for the Banks to be  entitled  to receive  payments  from the
       Borrower  gross  on the due date in order  that  the  Banks  are put in a
       position to perform  their  matching  obligations  to the relevant  third
       parties. Accordingly all payments to be made by the Borrower under any of
       the  Security  Documents  shall be made in full,  without  any set-off or
       counterclaim  whatsoever and, subject as provided in clause 6.7, free and
       clear of any deductions or  withholdings,  in Dollars  (except for costs,
       charges or expenses  which  shall,  at the request of the  Administrative
       Agent,  be payable in the currency in which they are incurred) on the due
       date to the  account  of the  Administrative  Agent  at such  bank as the
       Administrative Agent may from time to time specify for this purpose. Save
       where this Agreement  specifically  provides for a payment to be made for
       the account of a particular Bank (including,  without limitation, clauses
       3.1, 4.6, 5.2, 6.7, 11.1,  11.2,  11.3,  12.1 and 12.2) in which case the
       Administrative  Agent shall  distribute the relevant  payment to the Bank
       concerned, payments to be made by the Borrower under this Agreement shall
       be for the  account of all the Banks and the  Administrative  Agent shall
       forthwith  distribute  such payments in like funds as are received by the
       Administrative  Agent to the Banks  rateably  in  accordance  with  their
       Commitments or Contributions, as the case may be.

6.2    Payments by the Banks

       All sums to be advanced by the Banks to the Borrower under this Agreement
       shall be remitted in Dollars on the  Drawdown  Date to the account of the
       Administrative  Agent at such bank as the  Administrative  Agent may have
       notified  to the Banks and shall be paid by the  Administrative  Agent on
       such date in like funds as are  received by the  Administrative  Agent to
       the account specified in the Drawdown Notice.

6.3    Administrative Agent may assume receipt

       Where any sum is to be paid under any of the  Security  Documents  to the
       Administrative   Agent  for  the   account   of   another   person,   the
       Administrative  Agent may assume that the  payment  will be made when due
       and the Administrative  Agent may (but shall not be obliged to) make such
       sum available to the person so entitled. If it proves to be the case that
       such payment was not made to the Administrative Agent, then the person to
       whom such sum was so made  available  shall on request refund such sum to
       the  Administrative  Agent together with interest  thereon  sufficient to
       compensate the Administrative Agent for the cost of making available such
       sum up to the date of such  repayment and the person by whom such sum was
       payable shall  indemnify the  Administrative  Agent and/or person to whom
       such sum was made available by the  Administrative  Agent for any and all
       loss or expense which the Administrative Agent or such person may sustain
       or incur as a  consequence  of such sum not  having  been paid on its due
       date.


                                    Page 37
<Page>

6.4    Non-Banking Days

       When any payment under any of the Security  Documents  would otherwise be
       due, or any Repayment Date would  otherwise fall, on a day which is not a
       Banking  Day,  the due  date  for  payment  or (as the  case may be) such
       Repayment Date shall be extended to the next following Banking Day unless
       such Banking Day falls in the next  calendar  month in which case payment
       shall be made, or (as the case may be) such Repayment Date shall fall, on
       the immediately preceding Banking Day.

6.5    Calculations

       All interest,  commissions,  fees and other  payments of an annual nature
       under any of the Security  Documents  shall accrue from day to day and be
       calculated on the basis of actual days elapsed and a 360 day year.

6.6    Certificates conclusive

       Any certificate or determination of the Administrative  Agent or any Bank
       as to any rate of  interest or any other  amount  pursuant to and for the
       purposes  of any of the  Security  Documents  shall,  in the  absence  of
       manifest  error,  be  conclusive  and binding on the Borrower and (in the
       case of a certificate or  determination by the  Administrative  Agent) on
       the Banks.

6.7    Grossing-up for Taxes

       If at any  time  the  Borrower  is  required  to make  any  deduction  or
       withholding  in respect of Taxes  from any  payment  due under any of the
       Security   Documents   for  the  account  of  any  Creditor  (or  if  the
       Administrative  Agent is required to make any  deduction  or  withholding
       from a payment  to another  Creditor,  the sum due from the  Borrower  in
       respect of such payment  shall,  be increased to the extent  necessary to
       ensure  that,  after the making of such  deduction  or  withholding,  the
       relevant Creditor receives on the due date for such payment (and retains,
       free from any liability in respect of such deduction or  withholding),  a
       net sum  equal  to the sum  which  it  would  have  received  had no such
       deduction or withholding  been required to be made and the Borrower shall
       indemnify  each  Creditor  against  any losses or costs  incurred by such
       Creditor  by  reason  of any  failure  of the  Borrower  to make any such
       deduction or withholding or by reason of any increased  payment not being
       made on the due  date for  such  payment.  The  Borrower  shall  promptly
       deliver to the Administrative  Agent any receipts,  certificates or other
       proof  evidencing  the amounts (if any) paid or payable in respect of any
       deduction or withholding as aforesaid.

6.8    Grossing-up for Taxes - Banks

       If at any time any Bank is required to make any deduction or  withholding
       in  respect  of Taxes  from any  payment  due under  any of the  Security
       Documents  for the account of the  Administrative  Agent or the  Security
       Agent,  the sum due from such Bank in  respect of such  payment  shall be
       increased to the extent  necessary  to ensure  that,  after the making of
       such deduction or withholding,  the Administrative Agent and the Security
       Agent  receives on the due date for such  payment  (and retains free from
       any  liability  in respect of such  deduction or  withholding)  a net sum
       equal to the sum which it would have  received  had no such  deduction or
       withholding  been  required to be made and each Bank shall  indemnify the
       Administrative  Agent and the Security  Agent against any losses or costs
       incurred  by either of them by reason of any failure of such Bank to make
       any such deduction or  withholding or by reason of any increased  payment
       not being made on the due date for such payment.

6.9    Bank accounts

       Each Bank shall  maintain,  in  accordance  with its usual  practice,  an
       account or accounts  evidencing  the  amounts  from time to time lent by,
       owing to and paid to it under the Security Documents.  The Administrative
       Agent shall  maintain a control  account  showing the Loan and other sums
       owing to the Administrative Agent, the Security Agent and the Banks under
       the Security Documents and all payments in respect thereof made from time
       to time. The control  account shall, in the absence of manifest error, be
       conclusive as to the amount from time to time owing to the Administrative
       Agent, the Security Agent and the Banks under the Security Documents.


                                    Page 38
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6.10   Partial payments

       If,  on any date on  which a  payment  is due to be made by the  Borrower
       under  any  of  the  Security  Documents,  the  amount  received  by  the
       Administrative Agent from the Borrower falls short of the total amount of
       the  payment due to be made by the  Borrower  on such date then,  without
       prejudice  to any  rights or  remedies  available  to the  Administrative
       Agent,  the  Security  Agent  and the  Banks  under  any of the  Security
       Documents,  the  Administrative  Agent  shall  apply the amount  actually
       received from the Borrower in or towards  discharge of the obligations of
       the  Borrower  under  the  Security  Documents  in the  following  order,
       notwithstanding  any appropriation  made, or purported to be made, by the
       Borrower:

       (a)    firstly, in or towards payment, on a pro-rata basis, of any unpaid
              fees,  costs  and  expenses  of the  Administrative  Agent and the
              Security Agent under any of the Security Documents;

       (b)    secondly,  in or  towards  payment  to the Lead  Arrangers  of any
              portion of the  arrangement  fee payable under clause 5.1(a) which
              remains unpaid;

       (c)    thirdly,  in or towards payment to the Banks, on a pro rata basis,
              of any accrued  commitment  commission payable under clause 5.1(b)
              which shall have become due but remains unpaid;

       (d)    fourthly,  in or towards payment to the  Administrative  Agent, of
              any proportion of the agency fee payable under clause 5.1(c) which
              shall have become due but remains unpaid;

       (e)    fifthly,  in or towards payment to the Banks, on a pro-rata basis,
              of any  accrued  interest  which shall have become due but remains
              unpaid;

       (f)    sixthly,  in or towards payment to the Banks, on a pro-rata basis,
              of any principal  which shall have become due but remains  unpaid;
              and

       (g)    seventhly, in or towards payment of any other sum which shall have
              become due but remains  unpaid (and,  if more than one such sum so
              remains unpaid, on a pro-rata basis).

       The order of  application  set out in this  clause  6.10(b) to (g) may be
       varied by the Administrative Agent if all the Banks so direct.

7      Representations and warranties

7.1    Continuing representations and warranties

       The Borrower represents and warrants to each of the Creditors that:

       (a)    Due incorporation

              each of the  Security  Parties is duly  incorporated  and  validly
              existing  under  the laws of its  country  of  incorporation  as a
              limited  liability  company and has power to carry on its business
              as it is now being  conducted  and to own its  property  and other
              assets;

       (b)    Corporate power

              the Borrower has power to borrow the  Commitments  and each of the
              Security  Parties has power to execute and deliver and perform its
              obligations  under  the  Security  Documents  and  the  Underlying
              Documents  to  which  it is or is  to be a  party;  all  necessary
              corporate,   shareholder  and  other  action  has  been  taken  to
              authorise the execution,  delivery and performance of the same and
              no limitation  on the powers of any Security  Party to borrow will
              be exceeded as a result of the  obligations of such Security Party
              under the Security Documents;

                                    Page 39
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       (c)    Binding obligations

              the  Security   Documents   constitute  or  will,  when  executed,
              constitute valid,  legally binding and enforceable  obligations of
              the relevant Security Parties;

       (d)    No conflict with other obligations

              the execution and delivery of, the  performance of its obligations
              under,  and  compliance  with  the  provisions  of,  the  relevant
              Underlying  Documents  and the Security  Documents by the relevant
              Security Parties will not:

              (i)    contravene any existing  applicable law,  statute,  rule or
                     regulation or any  judgment,  decree or permit to which any
                     Security Party is subject;

              (ii)   conflict  with, or result in any breach of any of the terms
                     of, or constitute a default  under,  any agreement or other
                     instrument  to which  any  Security  Party is a party or is
                     subject or by which it or any of its property is bound;

              (iii)  contravene   or  conflict   with  any   provision   of  the
                     constitutional documents of any Security Party; or

              (iv)   result in the  creation  or  imposition  of or  oblige  any
                     Security  Party or any other  member of the Golar Gas Group
                     to  create  any   Encumbrance   (other   than  a  Permitted
                     Encumbrance) on any of the undertakings,  assets, rights or
                     revenues of any  Security  Party or any other member of the
                     Golar Gas Group;

       (e)    No filings required

              save for the  registration  of the  Mortgages  with  the  relevant
              Registry   under  the  laws  of  the  relevant  Flag  State,   the
              registration  or  presentation  of particulars of charge of any of
              the Security  Documents in the British  Virgin  Islands or England
              with the relevant  Registrar of Companies,  it is not necessary to
              ensure the legality, validity,  enforceability or admissibility in
              evidence  of the  Underlying  Documents  or  any  of the  Security
              Documents that they or any other  instrument be notarised,  filed,
              recorded,  registered  or enrolled in any court,  public office or
              elsewhere  in  any  Relevant   Jurisdiction  or  that  any  stamp,
              registration  or  similar  tax or charge  be paid in any  Relevant
              Jurisdiction  on or in relation to the  Underlying  Documents  and
              each of the Underlying  Documents and the Security Documents is in
              proper  form for its  enforcement  in the courts of each  Relevant
              Jurisdiction except that for enforcement of any such document in a
              court  of  competent  jurisdiction  in  Liberia,  a stamp  must be
              affixed to such document prior to its presentation to the court;

       (f)    Choice of law

              the choice of English law to govern the Underlying Documents,  the
              Security  Documents (other than the Mortgages) and the submissions
              therein by the Security Parties to the non-exclusive  jurisdiction
              of the English courts are valid and binding;

       (g)    No immunity

              no Security Party nor any of its assets is entitled to immunity on
              the grounds of  sovereignty  or otherwise from any legal action or
              proceeding  (which  shall  include,   without  limitation,   suit,
              attachment prior to judgement, execution or other enforcement);

       (h)    Owning  Companies,  Oxbow and Golar Maritime  Subsidiaries  of the
              Borrower

              each of the Owning  Companies  (other  than  Golar Gas  Cryogenics
              Inc.) and  Golar  Maritime  is a wholly  owned  Subsidiary  of the
              Borrower  and  Golar Gas  Cryogenics  Inc.  and Oxbow  will on the
              Drawdown Date be wholly owned Subsidiaries of the Borrower; and

                                    Page 40
<Page>

       (i)    Shareholdings in the Borrower

              the Parent will on the Drawdown  Date own directly or  indirectly,
              legally  and  beneficially,  all the issued  share  capital of the
              Borrower.

7.2    Initial representations and warranties

       The Borrower  represents  and warrants  (and shall be deemed to represent
       and warrant) to each of the Creditors:

       (a)    No default in respect of other Indebtedness

              no Security  Party nor any other  member of the Golar LNG Group is
              (nor  would  with the  giving  of  notice  or lapse of time or the
              satisfaction of any other condition or combination  thereof be) in
              breach  of  or  in  default  under  any   agreement   relating  to
              Indebtedness  to  which  it is a party or by which it may be bound
              and no member of the Golar Gas Group is liable for Borrowed  Money
              or Swap Liabilities save as are permitted by clause 8.3(i);

       (b)    Information

              the information and reports furnished by any Security Party to the
              Administrative  Agent,  the Lead Arrangers,  the Security Agent or
              the Banks in connection  with the  negotiation  and preparation of
              the Security  Documents was, to the best of such Security  Party's
              and the  Borrower's  knowledge and belief fair and accurate in all
              material  respects when given (or, in the case of any projections,
              was based on reasonable assumptions) subject to any qualifications
              given  in  writing  at the  time of  giving  such  information  or
              contained within such information and there are no other facts the
              omission  of which would have made any fact or  statement  therein
              misleading in any material respect;

       (c)    Compliance with Environmental Laws and Approvals

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing by, the Administrative Agent:

              (i)    to the best of the  Borrower's  knowledge  and belief after
                     due  enquiry,  all  members  of the Golar  LNG  Group  have
                     complied  in  all  respects  with  the  provisions  of  all
                     applicable Environmental Laws;

              (ii)   to the best of the  Borrower's  knowledge  and belief after
                     due  enquiry,  all  members  of the Golar  LNG  Group  have
                     obtained all Environmental  Approvals and are in compliance
                     in all  respects  with  all such  applicable  Environmental
                     Approvals; and

              (iii)  no member of the Golar LNG Group has received any notice of
                     any Environmental Claim against any member of the Golar LNG
                     Group, Faraway, any Ship or Golar Mazo;


                                    Page 41
<Page>

       (d)    No Environmental Claims

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing by, the  Administrative  Agent,  there is no Environmental
              Claim  pending  or, to the best of the  Borrower's  knowledge  and
              belief  after due  enquiry,  threatened  against any member of the
              Golar LNG Group, Faraway, any Ship or Golar Mazo;

       (e)    No Environmental incidents

              except as may already have been disclosed by the Borrower prior to
              the date of this  Agreement  in writing  to, and  acknowledged  in
              writing  by,  the  Administrative   Agent,  to  the  best  of  the
              Borrower's  knowledge  and belief after due enquiry there has been
              no emission,  spill,  release or discharge of a Pollutant from any
              Ship or Golar Mazo;

       (f)    No other Environmental problems

              except as may have already been disclosed by the Borrower prior to
              the date of this  Agreement  in  writing  to and  acknowledged  in
              writing by, the Administrative Agent, to the best of the knowledge
              and belief of the Borrower and its  directors  and other  officers
              (having made due enquiry) there are no circumstances  arising from
              any  breach  of  Environmental  Laws or which  may give rise to an
              Environmental  Claim which  constitutes,  or may give rise to, the
              Event of Default specified in clause 10.1(y);

       (g)    Copies true and complete

              the  copies  of  the  Underlying  Documents  delivered  or  to  be
              delivered to the Administrative  Agent pursuant to clause 9.1 are,
              or will  when  delivered  be,  true and  complete  copies  of such
              documents;  each of such documents will when delivered  constitute
              valid,  binding and enforceable  obligations of the members of the
              Golar Gas Group who are  parties  thereto and there will have been
              no amendments or variations thereof or defaults thereunder;

       (h)    Consents obtained

              every   consent,   authorisation,   licence  or  approval  of,  or
              registration with or declaration to, governmental or public bodies
              or  authorities  or courts  required  by any  Security  Party (and
              considered   by  the   Administrative   Agent,   in  its  absolute
              discretion,  to be  material)  to  authorise,  or  required by any
              Security  Party  in  connection  with,  the  execution,  delivery,
              validity,  enforceability  or  admissibility  in  evidence  of the
              Underlying  Documents  and each of the  Security  Documents or the
              performance  by any Security  Party of its  obligations  under the
              Security  Documents has been obtained or made and is in full force
              and effect and there has been no default in the  observance of any
              condition or  restriction  (if any)  imposed in, or in  connection
              with,  any of the same and except as  disclosed  in writing by the
              Borrower  to the  Administrative  Agent  prior to the date of this
              Agreement;

       (i)    Pari passu

              the  obligations  of the Borrower under this Agreement are direct,
              general and unconditional  obligations of the Borrower and rank at
              least pari passu with all other  present and future  unsecured and
              unsubordinated Indebtedness of the Borrower;

       (j)    No withholding Taxes

              no Taxes are imposed by withholding or otherwise on any payment to
              be made by any Security  Party under the  Underlying  Documents or
              the  Security  Documents  or are  imposed  on or by  virtue of the
              execution  or delivery  by any  Security  Party of the  Underlying
              Documents  or the  Security  Documents  or any other  document  or
              instrument  to be executed or delivered  under any of the Security
              Documents;

                                    Page 42
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       (k)    No Default

              no Default has occurred and is continuing;

       (l)    Ships

              each Ship will on the Drawdown Date be:

              (i)    in the absolute  ownership of the relevant  Owning  Company
                     free and clear of all Encumbrances  other than current crew
                     wages and the  relevant  Mortgage  who will on the Drawdown
                     Date be the sole, legal and beneficial owner of such Ship;

              (ii)   registered  in the  name  of the  relevant  Owning  Company
                     through the relevant  Registry as a ship under the laws and
                     flag of the relevant Flag State;

              (iii)  operationally seaworthy and in every way fit for service;

              (iv)   classed  with  the  relevant  Classification  free  of  all
                     overdue  requirements and  recommendations  of the relevant
                     Classification Society;

              (v)    managed by an Approved Manager under an Approved Management
                     Agreement; and

              (vi)   continuing   in  the  service  of  the  relevant   Approved
                     Charterer under its Approved Charter (if any);

       (m)    Golar Mazo

              Golar Mazo will on the Drawdown Date be:

              (i)    in the  absolute  ownership  of  Faraway  who  will  on the
                     Drawdown Date be the sole,  legal and  beneficial  owner of
                     Golar Mazo;

              (ii)   registered  in the name of Faraway as a ship under the laws
                     and flag of the Republic of Liberia;

              (iii)  operationally seaworthy and in every way fit for service;

              (iv)   classed  with  the  classification  +100A1,  Liquefied  Gas
                     Carrier    free   of   all   overdue    requirements    and
                     recommendations of Lloyd's Register of Shipping;

              (v)    managed  by  an  Approved  Manager  under  the  Golar  Mazo
                     Management Agreement; and

              (vi)   continuing in the service of Pertamina  under the Pertamina
                     Charter;

       (n)    Compliance with Approved Charters

              Each Owning Company has complied in all material respects with the
              provisions of the relevant Approved Charter;

       (o)    Compliance with ISM Code

              each Owning  Company  and  Approved  Manager  has  complied at all
              material times in all material respects with the ISM Code;

       (p)    No litigation

              no litigation,  arbitration or administrative proceeding is taking
              place,  pending or, to the knowledge of the officers of any of the
              Borrower,  threatened  against  any  Security  Party or any  other
              member of the Golar LNG Group which could have a material  adverse
              effect on the  business,  assets  or  financial  condition  of any
              Security Party;

       (q)    Ship's employment

              other than pursuant to the Approved Charters, neither any Ship nor
              Golar Mazo is nor will on or before the  Drawdown  Date be subject
              to any charter or contract or to any  agreement  to enter into any
              charter or contract  which, if entered into after the date of this
              Agreement  would have  required the consent of the Security  Agent
              under this  Agreement  and there is no  agreement  or  arrangement
              whereby the Earnings of any Ship after the date of this  Agreement
              may be shared with any other person;

                                    Page 43
<Page>

       (r)    Freedom from Encumbrances

              none  of the  Ships  nor  Golar  Mazo  nor  their  respective  its
              Earnings,  Insurances or  Requisition  Compensation  nor any other
              properties  or rights  which are, or are to be, the subject of any
              of the  Security  Documents  nor any part  thereof  will be on the
              Drawdown  Date subject to any  Encumbrance  other than for current
              crew wages and the relevant Security Documents;

       (s)    Shareholdings in Parent

              the Parent is a wholly owned Subsidiary of Osprey;

       (t)    No material adverse change

              there has been no  material  adverse  change  in the  consolidated
              financial  position  of the Golar Gas Group from that set forth in
              the pro forma financial  statements  referred to in clause 7.2(x);
              and

       (u)    Faraway ownership

              40%  of the  issued  share  capital  of  Faraway  is  legally  and
              beneficially  owned by Oxbow and 20% is legally  and  beneficially
              owned  by  Golar  Maritime  and the  remaining  40% of such  share
              capital is legally  and  beneficially  owned by Chinese  Petroleum
              Corporation;

       (v)    Liability to Taxation

              save and except as  disclosed  in writing by the  Borrower  to the
              Administrative  Agent  prior  to the  date of this  Agreement,  no
              member of the Golar Gas  Group is  liable  for or  subject  to any
              Taxes  imposed  by any  fiscal  authority  of or within any taxing
              jurisdiction  (including any international,  national,  municipal,
              state,  local  or  other  taxing  jurisdiction)  by  reason  of  a
              connection  between  any  member  of the  Golar Gas Group and such
              taxing  jurisdiction or carrying on business in such  jurisdiction
              or by reason of any  member  of the  Golar Gas Group  carrying  on
              business  in such  jurisdiction  not  being a  connection  arising
              solely as a result of a vessel being located in that jurisdiction,
              or loading or discharging at a port within that  jurisdiction,  in
              the  ordinary  course of the business of a member of the Golar Gas
              Group as owner and/or operator and/or  charterer and/or manager of
              such vessel;

       (w)    Faraway Borrowed Money

              Faraway is not liable  for,  and has not  incurred,  any  Borrowed
              Money except pursuant to the Faraway Loan Agreement;


                                    Page 44
<Page>

       (x)    Financial statements

              the pro  forma  annual  financial  statements  in  respect  of the
              financial  year  ended  as of 31  May  2001  as  delivered  to the
              Administrative  Agent have been prepared in  accordance  with GAAP
              which  have been  consistently  applied  and  present  fairly  and
              accurately the financial  position of the Borrower and each Owning
              Company and the consolidated  financial  position of the Golar Gas
              Group (excluding Oxbow,  Golar Maritime and Faraway)  respectively
              as at such date and the results of the  operations of the Borrower
              and each Owning Company and the consolidated  results of the Golar
              Gas  Group   (excluding   Oxbow,   Golar   Maritime  and  Faraway)
              respectively  for the financial year ended on such date and, as at
              such date,  neither the  Borrower  nor any Owning  Company nor the
              Golar Gas Group (excluding Oxbow,  Golar Maritime and Faraway) had
              any  liabilities  (contingent  or otherwise) or any  unrealised or
              anticipated losses which are not disclosed by, or reserved against
              or provided for in, such financial  statements  and, in respect of
              any  contingent  liabilities  (whether  or not  material),  with a
              description  of the basis for the liability and an  explanation of
              why the liability is not deemed to be material;

       (y)    Initial Approved Manager

              following the Drawdown Date and the restructuring of the Golar LNG
              Group, the existing employees of the Initial Manager will continue
              to be employed on substantially the same basis; and

       (z)    Solvency

              the Borrower and each Guarantor is Solvent and will continue to be
              Solvent at and after the Drawdown Date.

7.3    Repetition of representations and warranties

       On and as of the Drawdown  Date and on each  Rollover  Date and any other
       date for the payment of interest  under clause 3.1, the Borrower shall be
       deemed to repeat the  representations  and warranties in clause 7.1 as if
       made with reference to the facts and  circumstances  existing on such day
       and on and as of the  Drawdown  Date,  the  Borrower  shall be  deemed to
       repeat the representations and warranties in clause 7.2.

7.4    Warranty as to future financial statements

       On and as of  each  Rollover  Date,  the  Borrower  shall  be  deemed  to
       represent  and  warrant  to each of the  Creditors  that the then  latest
       Annual Financial  Statements then delivered to the  Administrative  Agent
       (if any) have been  prepared in accordance  with GAAP and present  fairly
       and accurately the financial  positions of the Borrower,  the Parent, the
       Owning Companies, Oxbow and Golar Maritime and the consolidated financial
       positions of the Golar LNG Group  (excluding  Oxbow,  Golar  Maritime and
       Faraway)  respectively as at the end of the financial period to which the
       same  relate  and the  results of the  operations  of the  Borrower,  the
       Parent,   the  Owning  Companies,   Oxbow  and  Golar  Maritime  and  the
       consolidated  results of the operations of the Golar LNG Group (excluding
       Oxbow, Golar Maritime and Faraway)  respectively for the financial period
       to which the same  relate and,  as at the end of such  financial  period,
       neither the Borrower,  the Parent, the Owning Companies,  Oxbow and Golar
       Maritime  nor the Golar  LNG  Group  nor the  Golar Gas Group  (excluding
       Oxbow,  Golar  Maritime  and  Faraway)  had any  significant  liabilities
       (contingent or otherwise) or any  unrealised or anticipated  losses which
       are not  disclosed  by, or  reserved  against or  provided  for in,  such
       financial statements.


                                    Page 45
<Page>

8      Undertakings

8.1    General

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security Period it will:

       (a)    Notice of Default

              promptly  inform the  Administrative  Agent of any  occurrence  of
              which it becomes aware which in the Borrower's  reasonable opinion
              might  materially and adversely affect the ability of any Security
              Party to  perform  their  obligations  under  any of the  Security
              Documents and,  without  limiting the generality of the foregoing,
              will inform the Administrative Agent of any Default forthwith upon
              becoming aware thereof and will from time to time, if so requested
              by the Administrative  Agent,  confirm to the Administrative Agent
              in writing that, save as otherwise stated in such confirmation, no
              Default has occurred and is continuing;

       (b)    Consents and licences

              without  prejudice  to  clauses  7 and 8.6,  obtain or cause to be
              obtained,  maintain  in full  force and  effect  and comply in all
              material  respects with the conditions and  restrictions  (if any)
              imposed in, or in connection with,  every consent,  authorisation,
              licence  or  approval  of   governmental   or  public   bodies  or
              authorities  or courts and do, or cause to be done, all other acts
              and things  which may from time to time be  necessary or desirable
              under  applicable law for the continued due performance of all the
              obligations  of the  Security  Parties  under each of the Security
              Documents;

       (c)    Use of proceeds

              use the Loan exclusively for the purpose specified in clause 1.1;

       (d)    Pari passu

              ensure  that its  obligations  under this  Agreement  shall at all
              times  rank at least pari  passu  with all its other  present  and
              future  unsecured  and   unsubordinated   Indebtedness   with  the
              exception of any obligations  which are  mandatorily  preferred by
              law and not by contract;

       (e)    Financial statements, budgets, cashflows and certificates

              (i)    Accounts

                     prepare Annual Financial Statements in accordance with GAAP
                     consistently  applied in respect of each financial year and
                     cause  the  same  to be  reported  on by the  Auditors  and
                     prepare Quarterly Financial Statements on the same basis as
                     the Annual  Financial  Statements  and  deliver  sufficient
                     copies  of  the  same  to  the  Administrative   Agent  for
                     distribution  to the Banks as soon as  practicable  but not
                     later  than  120  days  (in the  case of  Annual  Financial
                     Statements) or 60 days (in the case of Quarterly  Financial
                     Statements) (or, in either such case, such longer period as
                     may be agreed in writing by the Administrative Agent) after
                     the end of the financial period to which they relate;

              (ii)   Budgets, cashflow projections etc.,

                     deliver to the  Administrative  Agent,  for distribution to
                     the Banks sufficient copies of the following documents:

                     (A)    not  later  than  30  days  after  the  end of  each
                            financial  year,  a budget and cash flow  projection
                            for the Golar Gas Group for the next twelve months;

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                     (B)    not  later  than 30 days  after the end of each half
                            year period,  a cash flow  projection  for the Golar
                            Gas Group for the next six months; and

                     (C)    at least thirty (30) days prior to the date on which
                            it is  proposed  to  make a  payment  of any  Equity
                            Distribution  under proviso (A) to clause 8.3(c),  a
                            statement (certified by the Chairman or President of
                            the Borrower or, in his, her or their  absence,  any
                            other  officer  of the  Borrower  for the time being
                            acceptable  to  the  Administrative  Agent)  of  the
                            amount of the proposed Equity  Distribution  and the
                            Cumulative Net Income up to the end of the financial
                            quarter most recently ended,  the aggregate  amounts
                            of Equity Distributions  previously made pursuant to
                            clause  8.3(c)(A),  the amount of the Free Available
                            Cash at such  date  and the Cash  Reserve  as at the
                            relevant date  accompanied  by a certificate  by the
                            Chairman or  President  of the  Borrower or, in his,
                            her or  their  absence,  any  other  officer  of the
                            Borrower  for  the  time  being  acceptable  to  the
                            Administrative Agent that the payment of such Equity
                            Distribution  will comply with proviso (A) to clause
                            8.3(c);

                     (D)    Certificate of compliance with clause 8.5

                            at the same  time as the  Borrower  delivers  to the
                            Administrative  Agent, pursuant to clause 8.1(e)(i),
                            copies  of  the  Annual   Financial   Statements  or
                            Quarterly Financial  Statements (as the case may be)
                            the Borrower shall provide a statement signed by the
                            Chief Financial Officer or another senior officer of
                            the Borrower (in  substantially  the form set out in
                            schedule 7 confirming:

                            1)     the respective amounts of:

                            o      the  Cash  Balances,  the  Cash  Reserve  and
                                   Minimum Free Available Cash

                            o      Current Assets,  Current  Liabilities and the
                                   current portion of Long Term Debt

                            o      Annualised EBITDA and Interest Expense

                            o      Net Debt

                            in  respect of or, as the case may be, as at the end
                            of the financial  period  expiring on the date as at
                            and for which the relevant financial statements were
                            prepared  (or,  in the  case of  Annualised  EBITDA,
                            calculated  by  reference  to the three month period
                            expiring  on such date) (or, in the case of Interest
                            Expense,  for the twelve  month  period  expiring on
                            such date) and that such amounts were  calculated in
                            accordance with this Agreement and GAAP;

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                            2)     that  such  Annual  Financial  Statements  or
                                   Quarterly Financial  Statements were prepared
                                   in  accordance   with  GAAP  or,  if  not  so
                                   prepared,  setting  forth full details of the
                                   adjustments  required  to  be  made  to  such
                                   statements  to reflect  GAAP as  necessary to
                                   calculate   the   amounts   referred   to  in
                                   sub-paragraph (A) above;

                            3)     that as at the  date to  which  the  relevant
                                   financial   statements   are  made  up,   the
                                   Borrower was in compliance with the covenants
                                   and  undertakings  set out in clause 8.5 (or,
                                   if it was not in such compliance,  indicating
                                   the  extent  of  the  breach  and  the  steps
                                   intended to be taken to remedy the same); and

                            4)     that, as at the date not more than seven days
                                   prior to the delivery of the certificate,  no
                                   Default has occurred and is  continuing  (or,
                                   if  such  is not  the  case,  specifying  the
                                   same);

              (iii)  Faraway accounts

                     deliver to the  Administrative  Agent,  for distribution to
                     the Banks,  sufficient copies for all the Banks of, in each
                     case at the time of issue thereof any financial  statements
                     or reports issued by Faraway to Oxbow and Golar Maritime;

       (f)    Delivery of reports

             deliver to the Administrative Agent, for distribution to the Banks,
             sufficient copies for all the Banks of, in each case at the time of
             issue  thereof  every report,  circular,  notice or other  document
             issued by any member of the Golar LNG Group to its creditors or (in
             the case of the Parent) shareholders generally;

       (g)    Provision of further information

              provide the  Administrative  Agent with such  financial  and other
              information  concerning the Security Parties, other members of the
              Golar LNG Group and their respective affairs as the Administrative
              Agent or any Bank (acting  through the  Administrative  Agent) may
              from time to time reasonably require;

       (h)    Tax filings and payment of Taxes

              file or cause to be filed all tax returns  required to be filed in
              all  jurisdictions  in which it and any other members of the Golar
              LNG  Group  are  situate  or carry on  business  or are  otherwise
              subject to Taxation  and pay all Taxes shown to be due and payable
              on such  returns or any  assessments  made  against it (other than
              those  being  contested  in good faith  where such  payment may be
              lawfully  withheld) and adequate  reserves have been made for such
              payment should it be found to be payable;

       (i)    Legal proceedings

              upon becoming aware that the same may be threatened or pending and
              in any case immediately after the commencement thereof give to the
              Administrative  Agent  notice  in  writing  of any  litigation  or
              arbitration or administrative proceedings or any dispute affecting
              the  Borrower  or any other  members of the Golar LNG Group any of
              their  respective  assets,  rights or revenues which if determined
              against it might  materially  and adversely  affect the ability of
              the Borrower duly to perform and observe its obligations under any
              of the Security Documents;

       (j)    Obligations under Security Documents

              duly and punctually  perform each of the obligations  expressed to
              be assumed by it under the Security Documents;

       (k)    Insurance

              insure  and  keep  insured  all its  properties  and  assets  with
              underwriters  or insurance  companies of repute to such extent and
              against  such risks as  prudent  companies  engaged in  businesses
              similar to its own are normally insured;

       (l)    Pension schemes

              within 60 days of the  Drawdown  Date (or such  later  date as the
              Administrative  Agent (acting on the  instructions of the Majority
              Banks) may agree), deliver to the Administrative Agent a valuation
              of the pension schemes for the time being operated for the benefit
              of  employees  of  members  of the Golar LNG  Group  and,  if such
              valuation   shows  a  deficit  of   USD5,000,000   or  more  on  a
              discontinuance  basis, take such steps as the Banks may reasonably
              require to remedy or otherwise provide for such deficit; and


                                    Page 48
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       (m)    Compliance with laws and regulations

              comply  with the terms and  conditions  of all laws,  regulations,
              agreements,  licences and concessions  material to the carrying on
              of their business.

8.2    Valuation of Ships

       (a)    Valuation of Ships and Golar Mazo

              Each  Mortgaged  Ship and Golar Mazo shall be valued in Dollars as
              at each  Disposal  Repayment  Date  by two  independent  firms  of
              shipbrokers  one  appointed  by the  Administrative  Agent and the
              other  nominated by the Borrower from a list of firms from time to
              time approved in writing by the  Administrative  Agent or, failing
              such  nomination  (within  seven  (7) days of a  request  from the
              Administrative Agent to nominate a firm) or approval, appointed by
              the Administrative Agent in its sole discretion (each valuation to
              be made on the  basis of a sale for  prompt  delivery  for cash at
              arms length on normal  commercial terms as between a willing buyer
              and a willing  seller  taking  into  account  the  benefit  of any
              Approved  Charter or any other  charterparty  or other  engagement
              concerning each vessel and, if the  Administrative  Agent requires
              such  valuation to be made after  physical  inspection,  with such
              physical inspection having been carried out).

              Unless one of such  valuations  is for an amount  which is 110% or
              more of the other,  the mean of such valuations  shall  constitute
              the value of the  relevant  vessel for the purposes of this clause
              8.2. If one such valuation is for such amount,  the Administrative
              Agent  shall  appoint  (at  the  cost  of the  Borrower)  a  third
              independent  firm of  shipbrokers to value such vessel on the same
              basis  and in the  same  manner  and the  mean of all  three  such
              valuations  shall  constitute the value of the relevant vessel for
              the purposes of this clause 8.2.

              The value of each vessel as most recently determined in accordance
              with the  provisions  of this clause 8.2 shall be binding upon the
              parties  hereto  until such time as any  further  such  valuations
              shall be obtained.

       (b)    Information

              The Borrower  undertakes to the Administrative  Agent to supply to
              the  Administrative   Agent  and  to  any  such  shipbrokers  such
              information  concerning  each  Ship  and  its  condition  as  such
              shipbrokers  may reasonably  require for the purpose of making any
              such valuations.

       (c)    Costs

              All costs in connection  with the  Administrative  Agent obtaining
              any  valuation of the Mortgaged  Ships  referred to in this clause
              shall be borne by the Borrower.

8.3    Negative undertakings concerning the Borrower and the Golar Gas Group

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security  Period it will  not,  and will  procure  that none of the other
       members  of the Golar Gas Group  (which  shall,  for this  purpose  only,
       exclude Faraway unless and until it has become a wholly owned  Subsidiary
       of  the  Borrower)  will,  without  the  prior  written  consent  of  the
       Administrative Agent (acting on the instructions of the Majority Banks):

       (a)    No merger

              merge or consolidate with any other person;

       (b)    Capital expenditure

              incur  or  make  any  capital  expenditure,   except  for  capital
              expenditure in upgrading a Mortgaged Ship to meet the requirements
              of a third  party  charterer  or on  upgrading  or  improving  any
              Mortgaged Ship for other  operational  purposes provided that such
              expenditure  on any  Mortgaged  Ship does not in any  period of 30
              consecutive months exceed USD5,000,000;

       (c)    Equity Distributions

              make or pay any Equity Distribution provided however that:

              (A)    provided no Default has  occurred  and is  continuing,  the
                     Borrower  may   (subject  to  having  first   provided  the
                     applicable  statement and certificate required under clause
                     8.1(e)(ii)(C))  on any date (the  "Relevant  Date")  pay or
                     make a dividend  provided  that after paying or making such
                     dividend  the  aggregate  of all  dividends  paid  or  made
                     pursuant to this paragraph  (A),  effected on or before the
                     Relevant  Date will not exceed an amount  equal to one half
                     of its  Cumulative  Net  Income  at the  Relevant  Date and
                     provided:

                     1)     no Default has occurred and is continuing; and


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                     2)     the Free  Available  Cash at the Relevant Date will,
                            following the payment of the dividend  above and any
                            related  withdrawal  from an Eligible  Account under
                            clause 14.1(b)(iv), equal or exceed not less than an
                            amount equal to the sum of  USD35,000,000  minus the
                            Cash Reserve as the Relevant Date;

              (B)    any   Subsidiary   of  the   Borrower   may   make   Equity
                     Distributions  to the Borrower or a wholly owned Subsidiary
                     of the Borrower;

              (C)    the Borrower may pay Equity  Distributions to the Parent of
                     an amount equal to all dividends and other amounts received
                     by Oxbow and/or Golar Maritime from Faraway and credited to
                     an Earnings Account which remain after making any mandatory
                     prepayment  required under clause 4.3 or 4.7 as a result of
                     receipt of such  dividend or other  amounts by Oxbow and/or
                     Golar Maritime;

       (d)    Amendments to, and termination of, Approved Management Agreements

              agree to,  or permit or  suffer,  any  material  amendment  of, or
              material  variation  in the terms of,  or  cancel  or  rescind  or
              otherwise terminate any Approved  Management  Agreement save for a
              termination of the  appointment of any Approved  Manager  provided
              that  upon  such  termination  a new  Approved  Manager  has  been
              appointed  pursuant to an Approved  Management  Agreement on terms
              approved  in writing by the  Administrative  Agent  (acting on the
              instructions   of  the   Majority   Banks)   (such   approval  and
              instructions not to be unreasonably withheld);

       (e)    Series of disposals

              sell,  convey,  transfer,  lease or otherwise  dispose of all or a
              substantial part of the assets of the Borrower or of the Golar Gas
              Group taken as a whole (whether by one  transaction or a series of
              transactions  and whether  related or not) (and, for the avoidance
              of doubt,  a Mortgaged  Ship or the Golar Gas Group's  interest in
              share capital of Faraway shall not be deemed  substantial  for the
              purpose of this clause 8.3(e));

       (f)    Other business

              in the case of an Owning  Company,  undertake  any business  other
              than the  ownership  and  operation of its Ship and in the case of
              the  Borrower,  undertake  any  business  other than owning to the
              Owning  Companies,  Oxbow  and Golar  Maritime  and in the case of
              Oxbow and Golar  Maritime,  undertake any business  other than the
              ownership of their respective shares in Faraway;

       (g)    Acquisitions

              in the  case of an  Owning  Company,  acquire  or own any  further
              assets  other  than its  Ship and its  rights  arising  under  the
              Underlying  Documents  and other  contracts  entered into by or on
              behalf of the relevant  Owning  Company in the ordinary  course of
              its business of owning and operating such Ship and chartering such
              Ship and, in the case of the Borrower,  acquire or own any further
              assets  other  than the  shares in the  Owning  Companies  and its
              rights arising under the Underlying  Documents and other contracts
              entered  into by or on  behalf  of the  Borrower  in the  ordinary
              course  of its  business  and,  in the  case of  Oxbow  and  Golar
              Maritime,  acquire  or own any  further  assets  other  than their
              respective  shares in Faraway and their rights  arising  under the
              Faraway Documents and other contracts entered into by or on behalf
              of  Oxbow  or  Golar  Maritime  in the  ordinary  course  of their
              business;

       (h)    Other obligations

              in the case of an  Owning  Company,  incur or  permit to exist any
              obligations  except for  obligations  arising  under the  Approved
              Management  Agreement for its Ship, any relevant  charter,  or the
              Security  Documents  or  contracts  entered  into in the  ordinary
              course of its business of owning,  operating and  chartering  such
              Ship and, in the case of the  Borrower,  Oxbow and Golar  Maritime
              incur or permit to exist any  obligations  except for  obligations
              arising under the Security Documents and contracts entered into by
              or on behalf of the Borrower,  Oxbow or (as the case may be) Golar
              Maritime in the ordinary course of their business and, in the case
              of Oxbow and Golar Maritime only, under the Faraway Documents;

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       (i)    No borrowing or swaps

              incur or permit to exist any Borrowed Money or Swap Liabilities of
              any member of the Golar Gas Group except for:

              (i)    Borrowed Money pursuant to the Security Documents;

              (ii)   Borrowed  Money  owing by the  Borrower  or a wholly  owned
                     Subsidiary  of the  Borrower  to the  Borrower  or  another
                     wholly owned  Subsidiary of the Borrower  (other than Oxbow
                     or Golar Maritime);

              (iii)  Eligible Swap Liabilities; and

              (iv)   Subordinated Debt;

       (j)    Repayment of borrowings from Restricted Associates

              repay the  principal  of, or pay  interest  on or any other sum in
              connection  with any of its Borrowed  Money owed to any Restricted
              Associate;

       (k)    Repayment of borrowings

              in the case of an Owning  Company,  repay the principal of, or pay
              interest  on or  any  other  sum  in  connection  with  any of its
              Borrowed  Money except for Borrowed  Money owing to the  Creditors
              pursuant to the  Security  Documents,  to the extent  permitted by
              this  Agreement,  Subordinated  Debt  owing  to  the  Parent  and,
              provided  no Event of  Default  has  occurred  and is  continuing,
              Borrowed  Money  owing to other  members  of the  Golar  Gas Group
              (other than Oxbow, Golar Maritime or Faraway);

       (l)    Sureties

              except  pursuant  to the  Security  Documents,  permit  any of its
              Indebtedness  to any person to be  guaranteed by any person (other
              than the  Borrower) and save (in the case of a member of the Golar
              Gas Group which owns or bareboat charters a vessel) for guarantees
              or indemnities  from time to time required in the ordinary  course
              by any  protection  and  indemnity or war risks  association  with
              which its vessel is  entered,  guarantees  required to procure the
              release of such vessel from any arrest,  detention,  attachment or
              levy or  guarantees  or  undertakings  required for the salvage of
              such  vessel and  guarantees  required to obtain  certificates  of
              financial  responsibility  required  for the  lawful  trading  and
              operation of its vessel;

       (m)    Subsidiaries

              form or acquire or permit to exist any Subsidiaries other than the
              Owning  Companies,  Golar Maritime,  Oxbow,  Faraway and any other
              direct wholly owned  Subsidiary of the Borrower  incorporated  for
              the purpose of  facilitating  the  management and operation of the
              Ships and which  does not own or charter  vessels  or other  fixed
              assets;

       (n)    Encumbrances

              permit any Encumbrance to subsist, arise or be created or extended
              over all or any part of its present or future undertaking, assets,
              rights or  revenues  to secure or  prefer  any  present  or future
              Indebtedness  or other  liability or any other  obligation  of any
              person save for Permitted Encumbrances;


                                    Page 51
<Page>

       (o)    Guarantees and counter indemnities

              issue,  or  permit  to  remain  outstanding,   any  guarantees  or
              indemnities or otherwise  become directly or  contingently  liable
              for the  obligations  of, or in favour of, any person or issue, or
              permit to remain outstanding, any indemnity or other obligation to
              reimburse  or secure to any other  person in  respect  of any such
              guarantee,  indemnity  or  Encumbrance  issued or  granted by such
              person in respect of obligations of any person except:

              (i)    pursuant to the Security Documents;

              (ii)   guarantees or indemnities from time to time required in the
                     ordinary  course by any  protection  and  indemnity  or war
                     risks  association  with  which a  vessel  which it owns is
                     entered;

              (iii)  guarantees  required  to procure the release of such vessel
                     from  any  arrest,   detention,   attachment   or  levy  or
                     guarantees or undertakings required for the salvage of such
                     a vessel;

              (iv)   guarantees by the Borrower  (but not  guarantees in respect
                     of  Borrowed  Money or Swap  Liabilities  if such  Borrowed
                     Money or Swap  Liabilities are not permitted by the express
                     terms of clause  8.3(i)) of obligations of its wholly owned
                     Subsidiaries  (except  Oxbow,  Golar  Maritime and Faraway)
                     arising  under  agreements  entered  into  by  them  in the
                     ordinary course of their businesses; or

       (p)    Loans

              make or permit to be  outstanding  any loans or grant or permit to
              be  outstanding  any  credit to any person or agree to do so other
              than:

              (i)    customary  trade  credit to third  party  customers  in the
                     ordinary course of business; and

              (ii)   loans to the Borrower  and/or wholly owned  Subsidiaries of
                     the Borrower  (except  Oxbow,  Golar Maritime and Faraway);
                     and

              (iii)  the deposit of funds with an Account Bank by crediting  the
                     same to an Earnings Account;

       (q)    Disposals

              sell,  transfer,  lend or  otherwise  dispose  of any  part of its
              present or future undertaking,  assets,  rights or revenues to any
              person  (other than the Borrower or a wholly owned  Subsidiary  of
              the  Borrower)  unless the  Borrower has  previously  notified the
              Administrative   Agent  in  writing   and   demonstrates   to  the
              satisfaction of the Majority Banks that such sale, transfer,  loan
              or other  disposal  will be on arms length  terms and for not less
              than open market value;


                                    Page 52
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       (r)    Accounting reference date

              change its annual accounting reference date from 31st December;

       (s)    Chartering-in

              charter-in or hire any vessel from any person; or

       (t)    Sale and leaseback transactions

              directly or indirectly, enter into, assume, guarantee or otherwise
              become liable with respect to any sale and  leaseback  transaction
              (being for these purposes an arrangement  relating to property now
              owned or hereafter  acquired  whereby the Borrower or a Subsidiary
              of the Borrower  transfers such property to a person and leases it
              back from such person and  accounted  for as a  Capitalised  Lease
              Obligation) save as contemplated by any Tax Lease Option permitted
              under clause 17.

8.4    Ship covenants

       The Borrower  hereby  covenants with each of the Creditors and undertakes
       throughout the Security Period that each Owning Company will:

       (a)    Insurance

              (i)    Insured risks, amounts and terms

                     insure and keep its Mortgaged Ship insured free of cost and
                     expense  to the  Security  Agent  and in  the  name  of the
                     relevant  Owning Company (but in the case of the insurances
                     referred to in  sub-paragraph  (A) below,  no other person,
                     save with the prior written  consent of the Security  Agent
                     and  subject to such person  having,  if so required by the
                     Security  Agent  and to the  satisfaction  of the  Security
                     Agent,  executed a first  priority  assignment in favour of
                     the  Security  Agent  of  such  person's  interest  in  the
                     Insurances of such Ship on similar terms to the  assignment
                     by the  relevant  Owning  Company in the  relevant  General
                     Assignment)  or, if so required by the Security  Agent,  in
                     the joint  names of the  relevant  Owning  Company  and the
                     Security Agent, the  Administrative  Agent and/or the Banks
                     (but without  liability on the part of the Security  Agent,
                     the  Administrative  Agent and/or the Banks for premiums or
                     calls):

                     (A)    against  fire  and  usual  marine  risks  (including
                            excess  risks)  and war  risks,  on an agreed  value
                            basis,  in such  amounts  (but not in any event less
                            than the higher of (1) 120% of the Relevant  Insured
                            Amount  for such  Mortgaged  Ship and (2) its market
                            value as most recently determined in accordance with
                            clause 8.2 prior to the  commencement  of the period
                            of the relevant policy) and upon such terms as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent;

                     (B)    against  protection and indemnity  risks  (including
                            pollution    risks   for   a   minimum   amount   of
                            USD1,000,000,000  or such  higher  or lower  maximum
                            amount of cover against  pollution risks as shall at
                            any time be available by entry of the relevant  Ship
                            with, and/or  arrangement by, and/or under any cover
                            arranged  by, or  through  either a  protection  and
                            indemnity  association  which is a member  of either
                            the   "International   Group"  of   protection   and
                            indemnity    associations    (or    any    successor
                            organisation  designated  by the Security  Agent for
                            this  purpose) or the  International  Group (or such
                            successor    organisation)   itself   or,   if   the
                            International  Group or any such successor ceases to
                            exist or ceases to provide or arrange  any cover for
                            pollution  risks,  or  any  supplemental  cover  for
                            pollution  risks over and above that afforded by the
                            basic  entry of the Ship  with  its  protection  and


                                    Page 53
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                            indemnity association,  the maximum aggregate amount
                            of  cover  against   pollution  risks  as  shall  be
                            available on the open market and by basic entry with
                            a  protection  and  indemnity  association  provided
                            that, if the Ship in question has ceased  trading or
                            is in lay up (and its cargo fully discharged) and in
                            either case has discharged  all cargo,  the level of
                            pollution   risks   cover   afforded   by   ordinary
                            protection and indemnity cover  available  through a
                            member of the International  Group or such successor
                            organisation  or,  as the case  may be,  on the open
                            market in such circumstances shall be sufficient for
                            such purpose) for ships of the same type,  size, age
                            and flag as the  relevant  Ship) for the full  value
                            and tonnage of such Ship (as  approved in writing by
                            the  Security  Agent)  and upon such  terms as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent; and

                     (C)    in respect of any Mortgaged Ship which is not at the
                            relevant time  chartered by demise,  against loss of
                            hire in such amounts (but in any event not less than
                            the rate of  charterhire  payable under the relevant
                            charter  for such  Ship) and upon such terms (but in
                            any event for  periods of not less than 240 days per
                            claim less a 14 day  deductible)  as shall from time
                            to time  be  approved  in  writing  by the  Security
                            Agent;

                     and  pay the  Security  Agent  the  cost  (as  conclusively
                     certified by the Security Agent) of:

                     1)     mortgagees'  interest  insurance  and/or  additional
                            perils  (pollution)  cover  which  the the  Security
                            Agent may from time to time effect in respect of any
                            Mortgaged  Ship or all of the  Mortgaged  Ships upon
                            such  terms and in such  amount  (not  exceeding  an
                            amount  equal  to 120  per  cent.  of  the  Relevant
                            Insured  Amount for such  Mortgaged  Ship or (as the
                            case may be where all of the Mortgaged  Ships are so
                            insured  under one policy) 120 per cent. of the Loan
                            prior  to  the  commencement  of the  period  of the
                            relevant policy) as the Security Agent acting on the
                            instructions   of  the  Majority  Banks  shall  deem
                            desirable;

                     2)     any other  insurance  cover which the Security Agent
                            may  from  time to time  effect  in  respect  of any
                            Mortgaged  Ship and/or in respect of the interest of
                            any or all of the  Creditors  in  relation  to  such
                            Mortgaged Ship or potential third party liability of
                            any or all of the  Creditors  in  relation  to  such
                            Mortgaged   Ship  as  the   Security   Agent   shall
                            reasonably  deem desirable  having regard to (x) any
                            limitations  in respect of amount or extent of cover
                            which may from time to time be  applicable to any of
                            the  other  insurances  referred  to in this  clause
                            8.4(a)  and are not  customarily  applicable  on the
                            date of this Agreement  and/or (y) any change in the
                            practice of leading banks providing loans to finance
                            ships which carry  Pollutants  as to the  insurances
                            which they require to be taken out to protect  their
                            security   interests  in  such  ships  and/or  their
                            liability  to  third  parties  as a  consequence  of
                            financing   such  ships  and/or  taking  a  security
                            interest  in  such  ships   and/or  (z)  changes  of
                            applicable   laws  (or  the   judicial  or  official
                            interpretation  thereof)  concerning the priority of
                            Environmental   Claims  as  against  ship  mortgages
                            and/or the  liability of  mortgagees  and lenders in
                            relation to Environmental Claims;


                                    Page 54
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                     (ii)   Approved brokers, insurers and associations

                            effect the  insurances  aforesaid in Dollars or such
                            other currency as the Security Agent may approve and
                            through the Approved  Brokers (if any) and with such
                            insurance  companies  and/or  underwriters  as shall
                            from  time to time be  approved  in  writing  by the
                            Security Agent; provided however that the insurances
                            against war risks and protection and indemnity risks
                            may be effected by the entry of any  Mortgaged  Ship
                            with  such war risks and  protection  and  indemnity
                            associations  as shall from time to time be approved
                            in writing by the Security Agent;

                     (iii)  Fleet liens, set-off and cancellation

                            if any of the  insurances  referred to in  8.4(a)(i)
                            form  part  of  a  fleet  cover,  procure  that  the
                            Approved  Brokers  shall  (if  so  required  by  the
                            Security Agent) undertake to the Security Agent that
                            they shall  neither  set off  against  any claims in
                            respect of any  Mortgaged  Ship any  premiums due in
                            respect of other  vessels  under such fleet cover or
                            any  premiums due for other  insurances,  nor cancel
                            the insurance for reason of  non-payment of premiums
                            for  other  vessels  under  such  fleet  cover or of
                            premiums  for  such  other  insurances,   and  shall
                            undertake  to issue a separate  policy in respect of
                            each  Mortgaged Ship if and when so requested by the
                            Security Agent;

                     (iv)   Payment of premiums and calls

                            punctually pay all premiums, calls, contributions or
                            other sums payable in respect of all such insurances
                            and produce all relevant  receipts or other evidence
                            of payment when so required by the Security Agent;

                     (v)    Renewal

                            at  least 14 days (or  such  shorter  period  as the
                            Security  Agent may from time to time agree)  before
                            the relevant policies,  contracts or entries expire,
                            notify  the  Security  Agent  of  the  names  of the
                            brokers  and/or  the war  risks and  protection  and
                            indemnity  associations  proposed  to be employed by
                            the relevant  Owning  Company or any other party for
                            the purposes of the renewal of such  insurances  and
                            of the amounts in which such insurances are proposed
                            to be  renewed  and the  risks  to be  covered  and,
                            subject to compliance  with any  requirements of the
                            Security  Agent  pursuant  to  this  clause  8.4(a),
                            procure  that   appropriate   instructions  for  the
                            renewal of such insurances on the terms so specified
                            are  given to the  Approved  Brokers  and/or  to the
                            approved  war risks  and  protection  and  indemnity
                            associations  at  least  10 days  (or  such  shorter
                            period as the  Security  Agent may from time to time
                            agree)  before the relevant  policies,  contracts or
                            entries expire, and that the Approved Brokers and/or
                            the approved war risks and  protection and indemnity
                            associations will at least 7 days before such expiry
                            (or within such shorter period as the Security Agent
                            may from time to time  agree)  confirm in writing to
                            the Security  Agent as and when such  renewals  have
                            been effected in accordance with the instructions so
                            given;


                                    Page 55
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                     (vi)   Guarantees

                            arrange  for  the  execution  and  delivery  of such
                            guarantees or  indemnities  as may from time to time
                            be required by any  protection  and indemnity or war
                            risks association;

                     (vii)  Hull policy documents, notices, loss payable clauses
                            and brokers' undertakings

                            deposit  with the  Approved  Brokers (or procure the
                            deposit  of)  all  slips,  cover  notes,   policies,
                            certificates  of  entry  or  other   instruments  of
                            insurance  from time to time  issued  in  connection
                            with such of the  insurances  referred  to in clause
                            8.4(a)(i)  as  are  effected  through  the  Approved
                            Brokers  and  procure   that  the  interest  of  the
                            Security  Agent,  the  Administrative  Agent and the
                            Banks shall be endorsed  thereon by incorporation of
                            the relevant  Loss Payable  Clause and by means of a
                            Notice of Assignment  of  Insurances  (signed by the
                            relevant Owning Company and by any other assured who
                            shall have  assigned its interest in the  Insurances
                            to the Security  Agent) and that the Security  Agent
                            shall be  furnished  with pro forma  copies  thereof
                            and,  unless  the  insurances  are  placed,  to  the
                            satisfaction of the Security  Agent,  upon the terms
                            of the Norwegian  Marine  Insurance  Plan of 1996 as
                            amended, a letter or letters of undertaking from the
                            Approved  Brokers in such form as shall from time to
                            time be required by the Security Agent;

                     (viii) Associations' loss payable clauses, undertakings and
                            certificates

                            procure that any protection and indemnity and/or war
                            risks  associations  in which any Mortgaged  Ship is
                            for  the  time  being   entered  shall  endorse  the
                            relevant   Loss  Payable   Clause  on  the  relevant
                            certificate of entry or policy and shall furnish the
                            Security  Agent with a copy of such  certificate  of
                            entry or  policy  and,  unless  the  insurances  are
                            placed,  to the  satisfaction of the Security Agent,
                            upon the  terms of the  Norwegian  Marine  Insurance
                            Plan of 1996 as  amended,  a letter  or  letters  of
                            undertaking  in such form as shall from time to time
                            be required by the Security Agent;

                     (ix)   Extent of cover and exclusions

                            take  all  necessary  action  and  comply  with  all
                            requirements   which   may  from  time  to  time  be
                            applicable  to the  Insurances  (including,  without
                            limitation, the making of all requisite declarations
                            within any prescribed time limits and the payment of
                            any  additional  premiums  or calls) so as to ensure
                            that  the  Insurances  are not made  subject  to any
                            exclusions or  qualifications  to which the Security
                            Agent has not given its prior  written  consent  and
                            are  otherwise  maintained  on terms and  conditions
                            from  time  to  time  approved  in  writing  by  the
                            Security Agent;


                                    Page 56
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                     (x)    Independent report

                            if so requested  by the  Security  Agent where there
                            has,  in the  reasonable  opinion  of  the  Security
                            Agent, been a significant change in circumstances or
                            the  insurance  arrangements  or the  status  of any
                            insurer or association  which may, in the reasonable
                            opinion of the Security Agent,  affect the interests
                            of  the  Banks,  but at the  cost  of the  Borrower,
                            furnish the Security  Agent from time to time with a
                            detailed  report  signed by an  independent  firm of
                            marine insurance  brokers  appointed by the Security
                            Agent dealing with the insurances  maintained on any
                            Mortgaged  Ship and stating the opinion of such firm
                            as to the adequacy thereof;

                     (xi)   Collection of claims

                            do all things  necessary and provide all  documents,
                            evidence  and  information  to enable  the  Security
                            Agent to collect or recover  any moneys  which shall
                            at any time become due in respect of the Insurances;

                     (xii)  Employment of Ships

                            not employ any Mortgaged Ship or suffer such Ship to
                            be employed  otherwise  than in conformity  with the
                            terms of the  Insurances  (including  any warranties
                            express or implied  therein) without first obtaining
                            the consent of the insurers to such  employment  and
                            complying with such requirements as to extra premium
                            or otherwise as the insurers may prescribe;

                     (xiii) Application of recoveries

                            apply all sums receivable under the Insurances which
                            are  paid  to  the   relevant   Owning   Company  in
                            accordance   with  the  Loss   Payable   Clauses  in
                            repairing  all  damage  and/or  in  discharging  the
                            liability  in  respect of which such sums shall have
                            been received;

                     (xiv)  Further insurance assignments

                            unless  the  relevant   Mortgaged  Ship  is  insured
                            against the risks referred to in clause 8.4(a)(i)(A)
                            upon the terms of the  Norwegian  Insurance  Plan of
                            1996 as amended,  not permit the insurances referred
                            to in such  clause to be effected in the name of any
                            person  (other than the  Security  Agent  and/or the
                            other  Creditors)  unless  such  person  has  to the
                            satisfaction  of the Security Agent executed a first
                            priority  assignment  of the Security  Agent of such
                            person's  interest in the Insurances of such Ship on
                            similar terms  (mutatis  mutandis) to the assignment
                            by the  relevant  Owning  Company  in  the  relevant
                            General Assignment;

              (b)    Ship's name and registration

                     (i)    not change the name of any  Mortgaged  Ship  without
                            first notifying the Administrative Agent;

                     (ii)   keep each Mortgaged Ship  registered  under the laws
                            of its Flag State at the relevant Port of Registry;


                                    Page 57
<Page>

                     (iii)  not do or suffer to be done anything,  or omit to do
                            anything  the doing or  omission  of which  could or
                            might result in such registration being forfeited or
                            imperilled  or  which  could or  might  result  in a
                            Mortgaged  Ship  being  required  to  be  registered
                            otherwise  than  under the laws of its Flag State at
                            the relevant Port of Registry;

                     (iv)   not  register  any  Mortgaged  Ship  or  permit  its
                            registration  under any  other  flag or at any other
                            port  without  the  prior  written  consent  of  the
                            Administrative Agent;

                     (v)    if the said registration of a Mortgage Ship is for a
                            limited period,  renew the registration of such Ship
                            at  least  45  days  prior  to the  expiry  of  such
                            registration and provide evidence of such renewal to
                            the  Administrative  Agent at least 30 days prior to
                            such expiry;

              (c)    Repair

                     keep each  Mortgaged  Ship and its  equipment,  outfit  and
                     appurtenances tight, staunch, strong, in good condition and
                     in all respects  seaworthy and fit for its intended service
                     and in a good and  efficient  state of repair  and  procure
                     that all repairs to or replacement of any damaged,  worn or
                     lost parts or  equipment  are effected in such manner (both
                     as regards  workmanship and quality of materials) as not to
                     diminish the value of such Ship;

              (d)    Modification;  removal of parts;  equipment  owned by third
                     parties

                     not without the prior written consent of the Security Agent
                     or suffer any other person to:

                     (i)    make  any  modification  to any  Mortgaged  Ship  in
                            consequence   of  which  her   structure,   type  or
                            performance   characteristics   could  or  might  be
                            materially altered or her value materially  reduced;
                            or

                     (ii)   remove any material  part of any  Mortgaged  Ship or
                            any  equipment  the  value of which is such that its
                            removal from such Ship would  materially  reduce the
                            value of such Ship without  replacing  the same with
                            equivalent parts or equipment which are owned by the
                            relevant Owning Company free from Encumbrances; or

                     (iii)  install on any Mortgaged Ship any equipment owned by
                            a  third  party  which  cannot  be  removed  without
                            causing  damage to the  structure  or fabric of such
                            Ship;


                                    Page 58
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              (e)    Maintenance of class; compliance with regulations

                     at all times and  without  cost or expense to any  Creditor
                     keep its  Mortgaged  Ship, or cause her to be kept, in such
                     condition as will entitle her to the highest classification
                     and  rating  for  vessels  of the  same age and type in the
                     Classification  Society or other classification  society of
                     like standing approved by the  Administrative  Agent and to
                     deliver annually to the Administrative  Agent a certificate
                     from such class society showing such  classification  to be
                     maintained   and  will  without  cost  or  expense  to  the
                     Administrative   Agent   irrevocably  and   unconditionally
                     instruct and  authorise the  classification  society of its
                     Mortgaged  Ship,  and  shall  request  the   classification
                     society to give an  undertaking  to the  Security  Agent as
                     follows:

                     (i)    to  send  to  the  Administrative  Agent,  following
                            receipt of a written request from the Administrative
                            Agent,  certified  true copies of all original class
                            records held by the classification  society relating
                            to the Mortgaged Ship;

                     (ii)   to allow the  Administrative  Agent (or its agents),
                            at any time and from time to time,  to  inspect  the
                            original  class and related  records of the relevant
                            Owning Company and its Mortgaged Ship at the offices
                            of the classification  society and to take copies of
                            them;

                     (iii)  following  receipt  of a  written  request  from the
                            Administrative Agent:

                            (A)    to advise of any facts or  matters  which may
                                   result  in  or  have  resulted  in a  change,
                                   suspension,  discontinuance,   withdrawal  or
                                   expiry of any  Mortgaged  Ship's  class under
                                   the  rules or  terms  and  conditions  of the
                                   relevant  Owning  Company's  or the  relevant
                                   Mortgaged    Ship's    membership    of   the
                                   classification society; and

                            (B)    to confirm that the relevant  Owning  Company
                                   is not in default  of any of its  contractual
                                   obligations    or    liabilities    to    the
                                   classification  society and, without limiting
                                   the  foregoing,  that it has paid in full all
                                   fees or other  charges due and payable to the
                                   classification society; and


                                    Page 59
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                            (C)    if the relevant  Owning Company is in default
                                   of  any  of its  contractual  obligations  or
                                   liabilities to the classification society, to
                                   specify  to  the   Administrative   Agent  in
                                   reasonable detail the facts and circumstances
                                   of such default,  the  consequences  thereof,
                                   and any  remedy  period  agreed or allowed by
                                   the classification society; and

                            (D)    to   notify    the    Administrative    Agent
                                   immediately in writing if the  classification
                                   society receives notification from any Owning
                                   Company or any other  person that a Mortgaged
                                   Ship's   classification   society  is  to  be
                                   changed.

                     Notwithstanding  the  above  instructions  and  undertaking
                     given for the  benefit of the  Administrative  Agent,  each
                     Owning  Company  shall  continue to be  responsible  to the
                     classification society for the performance and discharge of
                     all its obligations and liabilities  relating to or arising
                     out of or in  connection  with the contract it has with the
                     classification society, and nothing herein or therein shall
                     be construed as imposing any obligation or liability of the
                     Administrative Agent to the classification society;

              (f)    Surveys

                     submit each Mortgaged  Ship to continuous  surveys and such
                     periodical   or  other  surveys  as  may  be  required  for
                     classification   purposes  and,  if  so  requested  by  the
                     Administrative  Agent or if the survey report relates to or
                     recommends or requires  repairs  and/or other work the cost
                     of which will or may exceed the Casualty Amount,  supply to
                     the  Administrative  Agent  copies  of all  survey  reports
                     issued in respect thereof;

              (g)    Inspection

                     ensure that the Administrative Agent, by surveyors or other
                     persons  appointed  by it for such  purpose,  may board any
                     Mortgaged Ship at all reasonable times without  interfering
                     with  the  operation  of  such  Ship  for  the  purpose  of
                     inspecting her and to afford all proper facilities for such
                     inspections   and  for   this   purpose   to  give  to  the
                     Administrative  Agent  reasonable  advance  notice  of  any
                     intended  drydocking of any Mortgaged Ship (whether for the
                     purpose of  classification,  survey or  otherwise)(provided
                     that any such  surveyor  or other  person  shall  undertake
                     confidentiality  with respect to  disclosure of the results
                     of such  inspection  to any third  parties  other  than the
                     Creditors and their advisers);

              (h)    Prevention of and release from arrest

                     promptly in accordance  with good ship owning  practice pay
                     and discharge all debts, damages, liabilities and outgoings
                     whatsoever  which have given or may give rise to  maritime,
                     statutory  or  possessory  liens on, or claims  enforceable
                     against, each Mortgaged Ship, her Earnings or Insurances or
                     any part thereof and, in the event of a writ or libel being
                     filed   against  any  Mortgaged   Ship,   her  Earnings  or
                     Insurances or any part thereof, or of any of the same being
                     arrested, attached or levied upon pursuant to legal process
                     or purported  legal process or in the event of detention of
                     any Mortgaged Ship in exercise or purported exercise of any
                     such lien or claim as  aforesaid,  procure  the  release of
                     such Ship,  her Earnings and  Insurances  from such arrest,
                     detention  attachment  or levy or, as the case may be,  the
                     discharge of the writ or libel  forthwith  upon,  or in any
                     event within ten (10) Banking Days after,  receiving notice
                     thereof by  providing  bail or procuring  the  provision of
                     security or otherwise as the circumstances may require;


                                    Page 60
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              (i)    Employment

                     not employ any Mortgaged  Ship or permit her  employment in
                     any  manner,  trade  or  business  which  is  forbidden  by
                     international  law, or which is  unlawful or illicit  under
                     the  law  of  any  relevant  jurisdiction,  or in  carrying
                     illicit or prohibited  goods,  or in any manner  whatsoever
                     which may  render  her  liable to  condemnation  in a prize
                     court, or to destruction, seizure, confiscation, penalty or
                     sanctions  and, in the event of  hostilities in any part of
                     the world  (whether war be declared or not), not employ any
                     Mortgaged  Ship or permit her  employment  in carrying  any
                     contraband  goods,  or enter or trade to or to  continue to
                     trade in any zone which has been declared a war zone by any
                     Government  Entity  or by the  relevant  Ship's  war  risks
                     insurers   unless   the  prior   written   consent  of  the
                     Administrative Agent is obtained and such special insurance
                     cover as the  Administrative  Agent may require  shall have
                     been  effected  by  the  relevant  Owning  Company  at  its
                     expense;

              (j)    Information

                     promptly  furnish  the  Administrative  Agent with all such
                     information as it may from time to time reasonably  require
                     regarding  each  Mortgaged   Ship,  her   Insurances,   her
                     employment,  position and  engagements,  particulars of all
                     towages and salvages,  and copies of all charters and other
                     contracts for her  employment  entered into by the relevant
                     Owning Company, or otherwise howsoever concerning her;

              (k)    Notification of certain events

                     notify the  Administrative  Agent  forthwith  by telefax or
                     other means of  telecommunication in permanent written form
                     thereafter confirmed by letter of:

                     (i)    any damage to any Mortgaged Ship  requiring  repairs
                            the cost of which will or might  exceed its Casualty
                            Amount;

                     (ii)   any occurrence in consequence of which any Mortgaged
                            Ship has or may become a Total Loss;

                     (iii)  any requisition of any Mortgaged Ship for hire;

                     (iv)   any requirement or  recommendation  made in relation
                            to  any  Mortgaged   Ship  by  any  insurer  or  its
                            Classification Society or by any competent authority
                            which is not complied  with in  accordance  with its
                            terms;


                                    Page 61
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                     (v)    any arrest or detention of any Mortgaged Ship or any
                            exercise  or  purported  exercise of a lien or other
                            claim on such Ship or her Earnings or  Insurances or
                            any part thereof;

                     (vi)   the occurrence of any material  Environmental  Claim
                            against the relevant Owning  Company,  any Mortgaged
                            Ship or any  other  member of the Golar LNG Group or
                            any other ship from time to time owned,  technically
                            managed or crewed by, or bareboat  chartered to, any
                            member of the Golar LNG Group or any incident, event
                            or  circumstances  which  may give  rise to any such
                            Environmental Claim or an Event of Default specified
                            in clause 10.1(y);

              (l)    Payment of outgoings and evidence of payments

                     promptly pay all tolls, dues and other outgoings whatsoever
                     in  respect of each  Mortgaged  Ship and her  Earnings  and
                     Insurances  and keep proper  books of account in respect of
                     each  Mortgaged  Ship and her Earnings and, as and when the
                     Administrative  Agent  may  so  require,  make  such  books
                     available for  inspection  on behalf of the  Administrative
                     Agent, and furnish satisfactory evidence that the wages and
                     allotments and the insurance and pension  contributions  of
                     the Master and crew are being  promptly and regularly  paid
                     and that all deductions from crew's wages in respect of any
                     applicable tax liability are being  properly  accounted for
                     and that the  Master has no claim for  disbursements  other
                     than  those  incurred  by  him in the  ordinary  course  of
                     trading on the voyage then in progress;

              (m)    Encumbrances

                     not without the prior written consent of the Administrative
                     Agent acting on the  instructions  of all of the Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may  impose  in  accordance  with such  instructions)
                     create or  purport or agree to create or permit to arise or
                     subsist any Encumbrance (other than Permitted Encumbrances)
                     over or in  respect  of any  Mortgaged  Ship,  any share or
                     interest  therein  or in any  other  part of the  Mortgaged
                     Property (as defined in the General  Assignment  in respect
                     of such Ship);

              (n)    Sale or other disposal

                     not without the prior written consent of the Administrative
                     Agent acting on the instructions of the Majority Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may  impose  in  accordance  with such  instructions)
                     sell, agree to sell, transfer, abandon or otherwise dispose
                     of any Mortgaged  Ship or any share or interest  therein if
                     the  Net  Sale  Proceeds  of  such  Ship  will  or  may  be
                     insufficient  to enable  the  Borrower  to comply  with its
                     obligations under clause 4.3 of this Agreement arising upon
                     the  sale  of such  Ship  (including  (without  limitation)
                     prepayment  in full of the Loan if  required by clause 4.3)
                     and  the  Borrower  has  not  first   demonstrated  to  the
                     reasonable  satisfaction of the  Administrative  Agent that
                     the Borrower will have other funds available to it provided
                     by way of Equity  Finance to enable it to comply  with such
                     obligations upon completion of the sale of such Ship;

                                    Page 62
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              (o)    Chartering

                     except pursuant to an Approved  Charter referred to in Part
                     2 of schedule 2 not without  the prior  written  consent of
                     the Administrative  Agent acting on the instructions of the
                     Lead Arrangers (which the  Administrative  Agent shall have
                     full   liberty  to   withhold  in   accordance   with  such
                     instructions)  and, if such consent is given,  only subject
                     to such conditions as the Administrative Agent may impose:

                     (i)    let any  Mortgaged  Ship on demise  charter  for any
                            period;

                     (ii)   let any  Mortgaged  Ship by any time or  consecutive
                            voyage  charter for a term which exceeds or which by
                            virtue of any optional  extensions therein contained
                            may exceed twelve months' duration;

                     (iii)  de-activate or lay up the relevant Ship;

                     (iv)   let any  Mortgaged  Ship other than on arms'  length
                            terms;

                     provided always that:

                     (A)    such  consent  shall not be withheld if the proposed
                            charterer  or  charter  guarantor  has a  long  term
                            credit  rating  of at least  BBB+  from  Standard  &
                            Poor's   Ratings   Services  and  Baa1  from  Moodys
                            Investors  Services  Inc. or any other rating agency
                            approved in writing by the Administrative  Agent for
                            such purpose; and

                     (B)    in   respect   of  the   matters   referred   to  in
                            sub-paragraph    (ii)   of   this   sub-clause   the
                            Administrative  Agent's  consent  shall be deemed to
                            have been given  thereto if the  Borrower  shall not
                            have  been  informed  by  the  Administrative  Agent
                            either  in  writing  or by word of mouth  that  such
                            consent is refused  within five (5) Banking Days (in
                            London)  of the time at which  the  relevant  Owning
                            Company's  application for such consent was received
                            by the Administrative Agent;

              (p)    Sharing of Earnings

                     not without the prior written consent of the Administrative
                     Agent acting on the instructions of the Majority Banks (and
                     then only subject to such conditions as the  Administrative
                     Agent may impose in accordance with such  instructions)  to
                     enter  into  any  agreement  or  arrangement   whereby  the
                     Earnings of any Mortgaged Ship may be shared with any other
                     person;

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              (q)    Payment of Earnings

                     to procure that the Earnings of any Mortgaged Ship are paid
                     to the  Security  Agent  at all  times if and when the same
                     shall be or shall have become so payable in accordance with
                     the  Security  Documents  and  that  any  Earnings  of  any
                     Mortgaged  Ship which are so  payable  and which are in the
                     hands of a relevant Owning Company's  brokers or agents are
                     duly  accounted  for and paid  over to the  Security  Agent
                     forthwith on demand;

              (r)    Repairers' liens

                     not without the prior written consent of the Administrative
                     Agent put any  Mortgaged  Ship into the  possession  of any
                     person  for the  purpose of work being done upon her unless
                     either:

                     (i)    such   person   shall   first   have  given  to  the
                            Administrative  Agent in terms satisfactory to it, a
                            written  undertaking not to exercise any lien on the
                            relevant  Ship or her  Earnings for the cost of such
                            work or otherwise; or

                     (ii)   any such lien of such  person  would be a  Permitted
                            Lien;

              (s)    Manager

                     not appoint a manager of any  Mortgaged  Ship other than an
                     Approved Manager;

              (t)    Notice of Mortgage

                     place  and  at all  times  and  places  retain  a  properly
                     certified  copy of each Mortgage  (which shall form part of
                     the relevant Ship's documents) on board each Mortgaged Ship
                     with her  papers  and  cause  such  certified  copy of such
                     Mortgage  to be  exhibited  to any and all  persons  having
                     business  with such Ship  which  might  create or imply any
                     commitment  or  encumbrance  whatsoever on or in respect of
                     such Ship (other than a lien for crew's  wages and salvage)
                     and to any  representative  of the Security Agent and place
                     and keep  prominently  displayed in the navigation room and
                     in the  Master's  cabin  of each  Mortgaged  Ship a  framed
                     printed notice in plain type reading as follows:


                                    Page 64
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                              "NOTICE OF MORTGAGE"

                     This Ship is subject to a first priority mortgage in favour
                     of [here  insert  name of Security  Agent] of [here  insert
                     address  of  Security  Agent].  Under  the  said  mortgage,
                     neither the  Borrower nor any  charterer  nor the Master of
                     this Ship has any  right,  power or  authority  to  create,
                     incur  or  permit  to  be   imposed   upon  this  Ship  any
                     commitments  or  encumbrances  whatsoever  other  than  for
                     crew's wages and salvage"

                     and in terms of the said  notice it is hereby  agreed  that
                     save and subject as otherwise herein provided,  neither the
                     relevant Owning Company nor any charterer nor the Master of
                     any  Mortgaged  Ship nor any other  person  has any  right,
                     power or authority to create, incur or permit to be imposed
                     upon any Mortgaged Ship any lien whatsoever  other than for
                     crew's wages and salvage;

              (u)    Conveyance on default

                     where a Mortgaged Ship is (or is to be) sold in exercise of
                     any power  contained in the relevant  Mortgage or otherwise
                     conferred on the Security  Agent,  execute,  forthwith upon
                     request by the Security  Agent,  such form of conveyance of
                     such Ship as the Security Agent may require;

              (v)    Anti-drug abuse

                     without prejudice to clause 8.4(i),  take all necessary and
                     proper  precautions  to prevent  any  infringements  of the
                     Anti-Drug Abuse Act of 1986 of the United States of America
                     or any similar legislation applicable to any Mortgaged Ship
                     in any jurisdiction in or to which any Mortgaged Ship shall
                     be employed or located or trade or which may  otherwise  be
                     applicable to any Mortgaged Ship and/or the relevant Owning
                     Company;

              (w)    Compliance with Environmental Laws

                     to comply in all material  respects with all  Environmental
                     Laws  applicable to it and/or its Mortgaged Ship including,
                     without  limitation,  requirements  relating to manning and
                     establishment of financial responsibility and to obtain and
                     comply with all Environmental  Approvals  applicable to its
                     and/or its Mortgaged Ship; and

              (x)    Compliance with ISM Code

                     comply at all material times in all material  respects with
                     the ISM Code.

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8.5    Financial undertakings

       The  Borrower  undertakes  with  each  of the  Creditors  throughout  the
       Security Period that it will ensure that:

       (a)    Free Available Cash

              at all times the Free  Available  Cash  shall not be less than the
              Minimum Free Available Cash at the relevant time;

       (b)    Working Capital

              as at the end of each  quarterly  period  during and at the end of
              each financial  year of the Borrower,  the ratio of Current Assets
              to Current Liabilities (excluding the current portion of long-term
              debt) shall not be less than one point five (1.5) to (1); and

       (c)    Leverage

              as at 30 June 2002 and as at the end of each subsequent  quarterly
              period during and at the end of each  financial year the Borrower,
              the ratio of Net Debt as at the end of such  period to  Annualised
              EBITDA calculated by reference to such quarter shall not exceed:

              (i)    six  point  five  (6.5)  to one (1) for  quarterly  periods
                     ending during or at the end of 2002 and 2003;

              (ii)   six (6) to one (1) for quarterly  periods ending during and
                     at the end of 2004;  and (iii)  five (5) to one (1) for all
                     subsequent quarterly periods.

8.6    Undertakings concerning Faraway and Golar Mazo

       The Borrower  hereby  undertakes  with each of the Creditors that it will
       throughout  the Security  Period until such time as either Golar Mazo has
       been sold or become a Total  Loss or Oxbow and Golar  Maritime  have sold
       their  shares in  Faraway as  contemplated  in clause 5.3 and in any such
       case, the relevant Disposal  Repayment Date has occurred and the Borrower
       has complied with its obligations under clause 5.3 arising upon such sale
       or Total Loss of Golar Mazo or sale of shares in Faraway:

       (a)    Faraway activities

              use its best  efforts to cause  Faraway  to ensure the  following,
              which best  efforts  shall  include,  without  limitation,  giving
              instructions to directors of Faraway elected or appointed by Oxbow
              or Golar Maritime and otherwise voting its Faraway shares in order
              to ensure that:

              (i)    Debt

                     Faraway does not create,  incur,  assume or suffer to exist
                     or directly or indirectly  guarantee or in any other manner
                     become directly or indirectly liable for the payment of any
                     Borrowed  Money secured by an  Encumbrance  over Golar Mazo
                     other than Borrowed  Money under the Faraway Loan Agreement
                     and any refinancing as contemplated by clause 8.6(d);


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              (ii)   Encumbrances

                     Faraway does not create,  incur,  assume or suffer to exist
                     any  Encumbrance  of any kind  upon  the  Golar  Mazo,  her
                     Earnings,  Insurances or  Requisition  Compensation  or the
                     Pertamina Charter (other than Permitted Encumbrances);

              (iii)  Insurance

                     Golar Mazo is  appropriately  insured,  in accordance  with
                     good industry practice:

                     (A)    against  fire  and  usual  marine  risks  (including
                            excess  risks)  and war  risks,  on an agreed  value
                            basis,  for an amount not less than its market value
                            as determined  in  accordance  with clause 8.2 as at
                            the first day of the period of the relevant  policy;
                            and

                     (B)    against  protection and indemnity  risks  (including
                            pollution    risks   for   a   minimum   amount   of
                            USD1,000,000,000  or such  higher  or lower  maximum
                            amount of cover against  pollution risks as shall at
                            any time be  available  by entry of Golar Mazo with,
                            and/or   arrangement  by,  and/or  under  any  cover
                            arranged  by, or through,  either a  protection  and
                            indemnity  association  which is a member  of either
                            the   "International   Group"  of   protection   and
                            indemnity associations or any successor organisation
                            designated  by the  Administrative  Agent  for  this
                            purpose or the International Group or such successor
                            organisation  itself or, if the International  Group
                            or any such  successor  ceases to exist or ceases to
                            provide  cover  for  pollution  risks,  the  maximum
                            amount of cover against  pollution risks as shall be
                            available on the open market provided that, if Golar
                            Mazo  has  ceased  trading  or is in  lay  up and in
                            either case has discharged  all cargo,  the level of
                            pollution  risks  cover  afforded  by  the  ordinary
                            protection and indemnity cover  available  through a
                            member of the International  Group or such successor
                            organisation  or,  as the case  may be,  on the open
                            market in such circumstances shall be sufficient for
                            such purpose) for its full value and tonnage

                     and that Faraway will  punctually pay all premiums,  calls,
                     contributions  or other  sums  payable  in  respect of such
                     insurance and comply in all respects with all  requirements
                     which  may  from  time  to  time  be   applicable  to  such
                     insurances;

              (iv)   Repair/operational

                     the terms of clauses 8.4(a)(xii),  (c), (d), (e), (f), (h),
                     (i),  (j), (k) and (l)  complied  with in relation to Golar
                     Mazo as if references to a Mortgaged  Ship were  references
                     to Golar Mazo;

              (v)    Sale of Golar Mazo

                     Faraway does not sell, agree to sell, transfer,  abandon or
                     otherwise   dispose  of  Golar  Mazo  unless  the  Borrower
                     complies with its obligations under clause 5.3 arising upon
                     a sale of Golar Mazo;

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              (vi)   No merger

                     Faraway does not merge or consolidate with any other person
                     save with the prior written consent of the Banks (not to be
                     unreasonably  withheld if such merger or consolidation will
                     have no material adverse affect on the overall value of the
                     security  constituted  by the  Security  Documents  at such
                     time);

              (vii)  Control of operations

                     ensure  that  one or  more  of the  Parent's  wholly  owned
                     Subsidiaries   at  all  times  control,   by  virtue  of  a
                     management agreement or otherwise, the day to day operation
                     of Golar Mazo including (without  limitation)  maintenance,
                     drydocking, crewing and insurance;

              (viii) Faraway Documents

                     not,   without   the   prior   written   consent   of   the
                     Administrative  Agent (such consent not to be  unreasonably
                     withheld):

                     (A)    Variations

                            agree,  or permit  Faraway  to agree,  any  material
                            variation of any of the Faraway Documents;

                     (B)    Releases and waivers

                            release  any  other  party,  or  permit  Faraway  to
                            release any other  party,  from any of its  material
                            obligations  under any of the Faraway  Documents  or
                            waive  any  breach  of  its   material   obligations
                            thereunder or consent to any such act or omission of
                            such  party  as  would  otherwise   constitute  such
                            breach; or

                     (C)    Termination

                            determine or permit  Faraway to determine any of the
                            Faraway Documents;

       (b)    Sale of Faraway

              ensure that Oxbow and Golar Maritime shall not,  without the prior
              written consent of the Banks,  sell or otherwise dispose of any of
              their shares or stock in Faraway unless the Borrower complies with
              its obligations  under clause 4.3 arising upon a sale of Oxbow and
              Golar Maritime's  shares in Faraway or any of their rights,  title
              and interest in or under any of the Faraway Documents;

       (c)    Payments by Faraway

              ensure that all dividends and other amounts  payable by Faraway to
              Oxbow and Golar  Maritime are paid to an Earnings  Account  unless
              and until the  Security  Administrative  Agent  otherwise  directs
              pursuant to the Faraway Pledge;

       (d)    Refinancing of Golar Mazo

              not  refinance  the existing  Indebtedness  under the Faraway Loan
              Agreement  in  respect  of Golar Mazo  without  the prior  written
              consent of the Banks (not to be  unreasonably  withheld)  provided
              always that it shall be  reasonable  for the Bank to refuse  their
              consent if such refinancing will have a material adverse affect on
              the overall  value of the  security  constituted  by the  Security
              Documents at such time; and


                                    Page 68
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       (e)    Additional security

              upon  the  request  of the  Administrative  Agent  (acting  on the
              instructions  of the Majority  Banks) procure that Oxbow and Golar
              Maritime  grant in favour of the  Security  Agent such  additional
              second priority  security over their shares in Faraway and use its
              best  endeavours to obtain any necessary  consent to such security
              under the Faraway Loan Agreement.

8.7    Undertakings concerning Approved Charters and Charter Guarantees

       The Borrower  hereby  undertakes with each of the Creditors that it will,
       and will procure that the Owning Companies will,  throughout the Security
       Period:

       (a)    Negative undertakings

              not,  without the previous  written consent of the  Administrative
              Agent (such consent not to be unreasonably withheld):

              (i)    Variations

                     agree to any material  variation of any Approved Charter or
                     any Charter Guarantee; or

              (ii)   Releases and waivers

                     release any Approved  Charterer or Charter  Guarantor  from
                     any of its material  obligations  under an Approved Charter
                     or Charter  Guarantee  or waive any breach of its  material
                     obligations  thereunder  or  consent  to  any  such  act or
                     omission of an Approved  Charterer or Charter  Guarantor as
                     would otherwise constitute such breach; or

              (iii)  Termination

                     determine an Approved Charter for any reason whatsoever;

       (b)    Performance of charter obligations

              perform its  obligations  under each Approved  Charter and use all
              reasonable  endeavours to procure that the Approved  Charterer and
              any Charter  Guarantor shall perform their respective  obligations
              under the Approved Charter and any Charter Guarantee;

       (c)    Information

              supply to the Administrative Agent all informations,  accounts and
              records  that may be  necessary  or of  assistance  to enable  the
              Administrative  Agent to  verify  the  amount of all  payments  of
              charterhire  and any  other  amount  payable  under  any  Approved
              Charter and/or the Charter Guarantee; and

       (d)    Assignability of charters

              enter into an Approved  Charter in respect of any  Mortgaged  Ship
              the  nature  or terms of which do not  permit  the  rights  of the
              relevant Owning Company to receive moneys under such charter to be
              assigned  to the  Security  Administrative  Agent  pursuant to the
              relevant General Assignment.

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9      Conditions

9.1    Documents and evidence

       The  obligation of each Bank to make its  Commitment  available  shall be
       subject  to the  condition  that the  Administrative  Agent,  or its duly
       authorised representative, shall have received:

       (a)    at the date of this Agreement or by such later date (no later than
              four  Banking  Days  before  the  first   Drawdown  Date)  as  the
              Administrative   Agent  may  agree  the   documents  and  evidence
              specified in schedule 4 part 1; and

       (b)    on or  prior  to the  Drawdown  Date the  documents  and  evidence
              specified in schedule 4 part 2,

       in form and substance satisfactory to the Administrative Agent.

9.2    General conditions precedent

       The  obligation of each Bank to make its  Commitment  available  shall be
       subject to the further  conditions that, at the time of the giving of the
       Drawdown Notice and on the Drawdown Date:

       (a)    the representations  and warranties  contained in clauses 7.1, 7.2
              and 7.3 are true and  correct  on and as of each  such  time as if
              each was made with respect to the facts and circumstances existing
              at such time; and

       (b)    no Default  shall have  occurred and be continuing or would result
              from the making of the Loan.

9.3    Waiver of conditions precedent

       The  conditions  specified in this clause 9 are  inserted  solely for the
       benefit  of the Banks  and may be  waived on their  behalf in whole or in
       part and with or without conditions by the Administrative Agent acting on
       the instruction of the Majority Banks (save that waiver of the conditions
       requiring the documents  and evidence  specified in paragraphs  (a), (b),
       (e)  and  (i) of  schedule  4 part 1 and  (a),  (b)  and (h) of part 2 of
       schedule 4 shall require the instructions of all of the Banks).

9.4    Notification to Banks

       The Administrative Agent shall notify the Banks promptly after receipt by
       it of the  documents  and evidence  referred to in clause 9.1 in form and
       substance satisfactory to it.

10     Events of Default

10.1   Events

       There shall be an Event of Default if:

       (a)    Non-payment:  any  Security  Party  fails to pay any sum due by it
              under any of the Security  Documents at the time,  in the currency
              and in the manner  stipulated  in the Security  Documents  (and so
              that, for this purpose, sums payable on demand shall be treated as
              having  been  paid at the  stipulated  time if paid  within  three
              Banking Days of demand) and such failure  continues  for more than
              three  Banking Days after  written  notice of  non-payment  by the
              Administrative Agent; or

       (b)    Breach of Insurance  and certain other  obligations:  any relevant
              Owning  Company fails to obtain and/or  maintain the Insurances in
              accordance with the requirements of the Security Documents for any
              of the  Mortgaged  Ships  or if any  insurer  in  respect  of such
              Insurances  cancels  the  Insurances  or  disclaims  liability  by
              reason,  in either case, of  mis-statement in any proposal for the
              Insurances  or for any other failure or default on the part of any
              relevant  Owning  Company  or any  other  person  or the  Borrower
              commits any breach of or omits to observe  any of the  obligations
              or undertakings expressed to be assumed by it under clauses 8.3 or
              8.5 to 8.7 (inclusive); or

       (c)    Breach of other obligations: any Security Party commits any breach
              of or omits to  observe  any of its  obligations  or  undertakings
              expressed to be assumed by it under any of the Security  Documents
              (other  than those  referred to in clauses  10.1(a)  and  10.1(b))
              which are  considered by the Majority Banks to be material and, in
              respect of any such breach or omission which in the opinion of the
              Majority  Banks is capable of remedy,  such action as the Majority
              Banks may  require  shall not have been taken  within  thirty (30)
              days of the  Administrative  Agent notifying the relevant Security
              Party of such default and of such required action; or

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       (d)    Misrepresentation:  any  representation or warranty made or deemed
              to be made or repeated by or in respect of any  Security  Party in
              or pursuant  to any of the  Security  Documents  or in any notice,
              certificate or statement  referred to in or delivered under any of
              the  Security  Documents  is or proves to have been  incorrect  or
              misleading in any material  respect when made or deemed to be made
              or repeated; or

       (e)    Cross-default: at any time the aggregate amount at such time of:

              (i)    any  Borrowed  Money or Swap  Liabilities  of any  Security
                     Party or any other  member of the Golar LNG Group  which is
                     not paid when due and remains unpaid;

              (ii)   any  Borrowed  Money of any  Security  Party  or any  other
                     member of the Golar LNG Group which has become  (whether by
                     declaration  or   automatically   in  accordance  with  the
                     relevant agreement or instrument constituting the same), or
                     is capable of being  declared due and payable  prior to the
                     date when it would  otherwise  have become due (unless as a
                     result  of  the  exercise  by  the  relevant  person  of  a
                     voluntary right of prepayment or upon mandatory  prepayment
                     as a result of a change of law or other  circumstances  not
                     constituting  an event of default under,  or breach of, any
                     agreement  regulating and/or securing the relevant Borrowed
                     Money);

              (iii)  any facility or commitment  available to any Security Party
                     or any other  member of the  Golar  LNG Group  relating  to
                     Borrowed  Money  which  has been  withdrawn,  suspended  or
                     cancelled by reason of any default  (however  described) of
                     the person concerned;

              (iv)   the amount of Swap Liabilities of any Security Party or any
                     other  member  of the  Golar  LNG  Group  which  are due or
                     capable of being declared due upon early termination of the
                     relevant transaction by the relevant counterparty; and

              (v)    any  amounts  demanded  of,  but  not  paid  when  due  and
                     remaining  unpaid by any Security Party or any other member
                     of the Golar LNG Group  under any  guarantee  in respect of
                     Borrowed Money or Swap Liabilities

              exceeds USD5,000,000; or

       (f)    Legal process:  any judgment or order made against the Borrower is
              not stayed or complied with within 30 days or a creditor  attaches
              or takes possession of, or a distress, execution, sequestration or
              other process is levied or enforced upon or sued out against,  all
              or a  substantial  part of the  undertakings,  assets,  rights  or
              revenues of the Borrower and is not discharged within 30 days; or

       (g)    Insolvency:  the Borrower  becomes  insolvent or stops or suspends
              making payments (whether of principal or interest) with respect to
              all or any class of its debts or  announces an intention to do so;
              or

                                    Page 71
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       (h)    Reduction  or  loss of  capital:  a  meeting  is  convened  by the
              Borrower  for the purpose of passing any  resolution  to purchase,
              reduce or redeem any of its share  capital (save and to the extent
              that such  purchase  reduction or  redemption  of share capital is
              permitted by clause 8.3(c)); or

       (i)    Winding  up:  any  petition  is  presented  by the  Borrower,  the
              shareholders  of the  Borrower or its  directors  or other step is
              taken by the  Borrower,  the  shareholders  of the Borrower or its
              directors  for the purpose of winding up the  Borrower or an order
              is made or resolution passed for the winding up of the Borrower or
              a notice is issued  convening a meeting for the purpose of passing
              any such resolution; or

       (j)    Administration:  any  petition is presented or other step is taken
              by  the  Borrower  or  its   directors  for  the  purpose  of  the
              appointment   of  an   administrator   of  the   Borrower   or  an
              administration order is made in relation to the Borrower; or

       (k)    Appointment of receivers and managers: any administrative or other
              receiver is appointed  of the  Borrower or all or any  substantial
              part of its assets and/or undertaking or any other steps are taken
              to enforce any Encumbrance over all or any substantial part of the
              assets of the Borrower; or

       (l)    Compositions:  the Borrower  enters into any kind of  composition,
              compromise or  arrangement  with its  creditors  generally (or any
              class of them); or

       (m)    Analogous proceedings:  there occurs, in relation to the Borrower,
              in any  Relevant  Jurisdiction  or to the  jurisdiction  of  whose
              courts any part of their assets is subject,  any event  which,  in
              the reasonable  opinion of the  Administrative  Agent,  appears in
              that country or territory to  correspond  with,  or have an effect
              equivalent  or  similar  to,  any of those  mentioned  in  clauses
              10.1(g)  to (l)  (inclusive)  or the  Borrower  otherwise  becomes
              subject, in any such country or territory, to the operation of any
              law relating to insolvency, bankruptcy or liquidation; or

       (n)    Cessation of business: the Borrower suspends or ceases to carry on
              its business; or

       (o)    Seizure: all or a material part of the undertaking, assets, rights
              or revenues  of, or shares or other  ownership  interests  in, the
              Borrower are seized,  nationalised,  expropriated  or compulsorily
              acquired by or under the authority of any government; or

       (p)    Other  parties:  any of the events or  circumstances  described in
              clauses  10.1(f)  to (o)  (inclusive)  arises or  occurs  (mutatis
              mutandis) in relation to any of:

              (i)    any other Security Party; or

              (ii)   any other member of the Golar LNG Group; or

              (iii)  Faraway; or

       (q)    Invalidity:  any of the Security  Documents  shall at any time and
              for any reason become invalid or  unenforceable or otherwise cease
              to  remain  in full  force and  effect  in any  respect  which the
              Majority  Banks  consider  to be  material  or if the  validity or
              enforceability of any of the Security  Documents shall at any time
              and for any reason be contested  by any Security  Party which is a
              party  thereto,  or if any such Security  Party shall deny that it
              has any, or any further, liability thereunder; or

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       (r)    Unlawfulness:  it becomes  impossible  or unlawful at any time for
              any Security Party, to fulfil any of the covenants and obligations
              expressed to be assumed by it in any of the Security  Documents or
              for the  Security  Agent to  exercise  the  rights  or any of them
              vested  in it or  them  under  any of the  Security  Documents  or
              otherwise; or

       (s)    Repudiation:  any Security  Party  repudiates  any of the Security
              Documents or does or causes or permits to be done any act or thing
              evidencing   an  intention  to  repudiate   any  of  the  Security
              Documents; or

       (t)    Encumbrances  enforced:  any  Encumbrance  (other  than  Permitted
              Liens) in respect of any of the property (or part  thereof)  which
              is the subject of any of the Security Documents is enforced; or

       (u)    Material adverse change: there occurs a material adverse change in
              the financial condition of the Borrower or any member of the Golar
              LNG Group or of the Golar LNG Group taken as a whole the effect of
              which is, in the opinion of the Administrative  Agent,  materially
              to imperil,  delay or prevent the due fulfilment by such person of
              any of their  respective  obligations  contained  in the  Security
              Documents; or

       (v)    Arrest: any Mortgaged Ship or Golar Mazo is arrested, confiscated,
              seized,  taken in  execution,  impounded,  forfeited,  detained in
              exercise or  purported  exercise of any  possessory  lien or other
              claim  and the  relevant  Owning  Company  or (as the case  maybe)
              Faraway  shall fail to procure  the  release of such Ship or Golar
              Mazo within a period of ten (10) Banking Days  thereafter (or such
              longer period as the  Administrative  Agent may agree in writing);
              or

       (w)    Registration:  the  registration  of any Mortgaged  Ship under the
              laws  and  flag  of  the  relevant  Flag  State  is  cancelled  or
              terminated  or, where  applicable,  not renewed  without the prior
              written consent of the Administrative Agent; or

       (x)    Unrest:  the Flag  State  of any  Mortgaged  Ship or any  Relevant
              Jurisdiction becomes involved in hostilities or civil war or there
              is  a  seizure  of  power  in  the  Flag  State  or  any  Relevant
              Jurisdiction by unconstitutional  means if, in any such case, such
              event  could in the  opinion  of the  Administrative  Agent may be
              expected to have a material adverse effect on the security created
              by any of the  Security  Documents  and,  within 14 days of notice
              from  the  Administrative  Agent  to do so,  the  relevant  Owning
              Company has not taken all such action as the Administrative  Agent
              may require to ensure that such  circumstances  will not have such
              an effect; or

       (y)    Environment:  the  Borrower  or any other  member of the Golar LNG
              Group  fails  or  has  failed  to  comply   with  any   applicable
              Environmental Law or any applicable  Environmental Approval or any
              Mortgaged  Ship or Golar  Mazo or any other  vessel is or has been
              involved in any incident  which gives rise,  has given rise or may
              give rise,  to an  Environmental  Claim  against any member of the
              Golar LNG Group or any vessel owned by, or bareboat  chartered to,
              any  member of the Golar  LNG  Group  if, in any such  case,  such
              non-compliance  or incident or the consequences  thereof could, in
              the opinion of the  Administrative  Agent and having regard to any
              insurance  cover  available  to meet any  liabilities  arising  in
              relation to such incident,  have a material  adverse effect on (i)
              the business, assets, operations,  property or financial condition
              of the Borrower or any Owning  Company or Faraway or the Golar LNG
              Group  as a  whole  or (ii)  the  security  created  by any of the
              Security  Documents or (iii) the ability of the Security  Agent to
              enforce the Security Documents in accordance with their terms; or

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       (z)    P&I: the Borrower,  the Owning  Company of any  Mortgaged  Ship or
              Faraway  or any other  person  fails or omits to  comply  with any
              requirements of the protection and indemnity  association or other
              insurer  with which such  Mortgaged  Ship or Golar Mazo is entered
              for insurance or insured  against  protection and indemnity  risks
              (including oil pollution  risks) to the effect that any such cover
              (including   without   limitation)   cover   (including,   without
              limitation,  cover in such of liability for  Environmental  Claims
              arising in jurisdictions where such Mortgaged Ship or (as the case
              maybe)  Golar Mazo  operates  or  trades)  is, or may be liable to
              cancellation, qualification or exclusion at any time; or

       (aa)   Termination  of  Approved  Charter:  any  Approved  Charter of any
              Mortgaged  Ship or Golar Mazo is  cancelled or  terminated  by the
              relevant  Approved  Charterer by reason of the Owning Company's or
              Faraway's breach; or

       (bb)   Termination  of  Approved  Management  Agreements:   any  Approved
              Management  Agreement  is  cancelled  or  rescinded  or  otherwise
              terminated  in relation to a Mortgaged  Ship or Golar Mazo for any
              reason  whatsoever  without  the  prior  written  consent  of  the
              Administrative  Agent (acting on the  instructions of the Majority
              Banks); or

       (cc)   Change of control:

              save with the prior written  consent of the Banks (which the Banks
              shall have full liberty to withhold):

              (i)    the  Borrower  is  not,  or  ceases  to be a  wholly  owned
                     Subsidiary of the Parent; or

              (ii)   the Owning  Companies,  Oxbow or Golar  Maritime are not or
                     cease to be wholly owned Subsidiaries of the Borrower (save
                     where,  in the  case  of an  Owning  Company,  such  Owning
                     Company  is  sold as  contemplated  by  clause  4.3 and the
                     Borrower has complied with its obligations under clause 4.3
                     arising on such sale); or

              (iii)  Oxbow and Golar  Maritime cease to hold at least 60% of the
                     issued share  capital in Faraway (save where the shares are
                     sold as  contemplated by clause 4.3, where the Borrower has
                     complied with its  obligations  under clause 4.3 arising on
                     such sale); or

       (dd)   Stock exchange  listing of Parent:  save with the prior consent of
              Majority Banks, the issued ordinary share capital of the Parent is
              not  listed  on the Oslo  Stock  Exchange  or the New  York  Stock
              Exchange within ninety (90) days of the Drawdown Date or ceases to
              be so listed or;

       (ee)   Sale of shares in Parent:  Osprey or any  directly  or  indirectly
              wholly   owned   Subsidiary   of   Greenwich    Holdings   Limited
              ("Greenwich")  shall,  save with the prior written  consent of the
              Majority Banks, at any time prior to the stock exchange listing of
              the  Parent  on the Oslo or New York  Stock  Exchange  cease to be
              legal and beneficial  owner,  directly or indirectly,  of at least
              50% of the ordinary share capital of the Parent; or

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       (ff)   Ownership  interest  in  Parent:  except  with the  prior  written
              consent of all of the Banks,  following the stock exchange listing
              of the  Parent on the Oslo or New York Stock  Exchange,  Osprey or
              any directly or indirectly wholly owned Subsidiary of Greenwich or
              Greenwich  itself  ceases to be the legal  and  beneficial  owner,
              directly  or  indirectly,  of at least 25% of the  ordinary  share
              capital of the Parent; or

       (gg)   Greenwich  guarantee:  Greenwich commits any breach of or omits to
              observe any of its  obligations  under the  guarantee of even date
              herewith  executed by Greenwich in favour of the Security Agent or
              such guarantee shall at any time and for any reason become invalid
              or  unenforceable  or otherwise  cease to remain in full force and
              effect otherwise than in accordance with its terms.

10.2   Acceleration

       The  Administrative  Agent, if so requested by the Majority Banks,  shall
       without prejudice to any other rights of the Banks, at any time after the
       happening of an Event of Default  which is then  continuing  by notice to
       the Borrower declare that:

       (a)    the obligation of each Bank to make its Commitment available shall
              be terminated, whereupon the Total Commitments shall be reduced to
              zero forthwith; and/or

       (b)    the Loan and all interest and  commitment  commission  accrued and
              all other sums payable  under the Security  Documents  have become
              due and  payable,  whereupon  the same  shall,  immediately  or in
              accordance with the terms of such notice, become due and payable.

10.3   Demand basis

       If, pursuant to clause 10.2(b) the Administrative Agent declares the Loan
       to be due and payable on demand, the Administrative Agent may (and, if so
       instructed  by the  Majority  Banks,  shall)  by  written  notice  to the
       Borrower  (a)  call  for  repayment  of the  Loan on such  date as may be
       specified  whereupon the Loan shall become due and payable on the date so
       specified  together  with  all  interest  and any  commitment  commission
       accrued and all other sums payable  under this  Agreement or (b) withdraw
       such declaration with effect from the date specified in such notice.

11     Indemnities

11.1   Miscellaneous indemnities

       The Borrower shall on demand indemnify each Creditor,  without  prejudice
       to any of their other rights under any of the Security Documents, against
       any loss or expense  which such  Creditor  shall  certify as sustained or
       incurred by it as a consequence of:

       (a)    any default in payment by the Borrower of any sum under any of the
              Security Documents when due;

       (b)    the occurrence of any Event of Default;

       (c)    receiving or recovering all or any part of a sum unpaid  otherwise
              than on the due  date  for the  payment  of  interest  in  respect
              thereof;

       (d)    any  prepayment  of the  Loan or part  thereof  being  made  under
              clauses  4.2,  4.3,  4.6  or  12.1,  or  any  other  repayment  or
              prepayment of the Loan or part thereof being made  otherwise  than
              on a Rollover Date being repair or prepaid; or

       (e)    the  Loan or any  part  thereof  not  being  made  for any  reason
              (excluding  any  default  by the  relevant  Creditor)  on the date
              specified in the Drawdown Notice once given

       including,  in any such  case,  but not  limited  to, any loss or expense
       sustained  or incurred  by any  Creditor  in  maintaining  or funding its
       Contribution  or any  part  thereof  or in  liquidating  or  re-employing
       deposits from third parties acquired or contracted for to fund, effect or
       maintain its  Contribution  or any part thereof  (collectively  "Breakage
       Costs").

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11.2   Currency indemnity

       If any sum due from the Borrower  under any of the Security  Documents or
       any  order  or  judgment  given  or made in  relation  thereto  has to be
       converted  from the currency (the "first  currency") in which the same is
       payable  under the  relevant  Security  Document  or under  such order or
       judgment into another currency (the "second currency") for the purpose of
       (a) making or filing a claim or proof against the Borrower, (b) obtaining
       an order or judgment in any court or other  tribunal or (c) enforcing any
       order  or  judgment  given  or made in  relation  to any of the  Security
       Documents,  the Borrower shall  indemnify and hold harmless each Creditor
       from and against any loss suffered as a result of any difference  between
       (i) the rate of  exchange  used for such  purpose to  convert  the sum in
       question from the first  currency  into the second  currency and (ii) the
       rate or rates of  exchange  at which  the  relevant  Creditor  may in the
       ordinary  course of business  purchase the first currency with the second
       currency upon receipt of a sum paid to it in satisfaction, in whole or in
       part, of any such order,  judgment,  claim or proof.  Any amount due from
       the Borrower  under this clause 11.2 shall be due as a separate  debt and
       shall not be affected by judgment  being  obtained for any other sums due
       under or in respect of any of the Security  Documents  and the term "rate
       of  exchange"  includes  any  premium  and costs of  exchange  payable in
       connection  with the  purchase  of the  first  currency  with the  second
       currency.

11.3   Environmental indemnity

       The  Borrower  shall  indemnify  each  Creditor  on demand  and hold each
       Creditor  harmless  from  and  against  all  costs,  expenses,  payments,
       charges,  losses,  demands,  liabilities,  actions,  proceedings (whether
       civil  or  criminal),  penalties,  fines,  damages,  judgements,  orders,
       sanctions or other outgoings of whatever nature  ("Losses")  which may be
       suffered,  incurred or paid by, or made or asserted  against the relevant
       Creditor at any time,  whether  before or after the  repayment in full of
       principal  and  interest  under this  Agreement,  relating to, or arising
       directly  or  indirectly  in  any  manner  or for  any  cause  or  reason
       whatsoever  out of an  Environmental  Claim made or asserted  against the
       such  Creditor if such  Environmental  Claim would not have been, or been
       capable of being,  made or asserted  against the relevant  Creditor if it
       had not entered into any of the Security  Documents  and/or exercised any
       of its rights,  powers and discretions thereby conferred and/or performed
       any of its  obligations  thereunder  and/or  been  involved in any of the
       transactions contemplated by the Security Documents.

12     Unlawfulness and increased costs

12.1   Unlawfulness

       It is or  becomes  contrary  to any law or  resolution  for  any  Bank to
       maintain its Commitment or to fund its  Contribution or contribute to the
       Loan,  such Bank shall promptly inform the  Administrative  Agent and the
       Administrative Agent shall notify the Borrower whereupon:

       (a)    such Bank's Commitment shall be reduced to zero;

       (b)    the undrawn portion of the Total  Commitments  shall be reduced by
              the same proportion which  (immediately  prior to its reduction to
              zero) the  Commitments  of the relevant Bank bore to the aggregate
              of the Total Commitments (including such Bank's Commitment); and

       (c)    the Borrower shall be obliged to prepay the  Contributions of such
              Bank either (i) forthwith or (ii) on a future  specified  date not
              being  earlier than the latest date  permitted by the relevant law
              or regulation.

       Any  prepayment  pursuant to this clause 12.1 shall be made together with
       all amounts referred to in clause 4.4.

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12.2   Increased costs

       If the result of any change in, or in the  interpretation  or application
       of,  or the  introduction  of,  any  law or any  regulation,  request  or
       requirement  (whether or not having the force of law,  but, if not having
       the force of law, with which any Bank or, as the case may be, its holding
       company  habitually  complies),   including  (without  limitation)  those
       relating to Taxation, capital adequacy,  liquidity,  reserve assets, cash
       ratio deposits and special deposits, is to:

       (a)    subject  any Bank to Taxes or change the basis of  Taxation of any
              Bank  with  respect  to any  payment  under  any  of the  Security
              Documents (other than Taxes or Taxation on the overall net income,
              profits or gains of such Bank imposed in the jurisdiction in which
              its principal or lending  office under this Agreement is located);
              and/or

       (b)    increase the cost to, or impose an additional cost on, any Bank or
              its holding company in making or keeping its Commitment  available
              or funding  its  Contribution  or  otherwise  in  maintaining  its
              obligations under this Agreement; and/or

       (c)    reduce the  amount  payable  or the  effective  return to any Bank
              under any of the Security Documents; and/or

       (d)    reduce any Bank's or its holding  company's  rate of return on its
              overall capital by reason of a change in the manner in which it is
              required to allocate  capital  resources to its obligations  under
              any of the Security Documents; and/or

       (e)    require any Bank or its holding company to make a payment or forgo
              a return on or calculated  by reference to any amount  received or
              receivable by it under any of the Security Documents; and/or

       (f)    require any Bank or its holding company to incur or sustain a loss
              (including a loss of future potential  profits) by reason of being
              obliged  to  deduct  all or  part  of  the  Bank's  Commitment  or
              Contribution from its capital for regulatory purposes,

       then and in each such case (subject to clause 12.3):

       (i)    such Bank  shall  notify  the  Borrower  in  writing of such event
              promptly upon its becoming aware of the same; and

       (ii)   the Borrower shall on demand,  made at any time whether or not the
              relevant  Bank's   Contribution  has  been  repaid,   pay  to  the
              Administrative Agent for the account of such Bank the amount which
              such Bank  specifies (in a certificate  setting forth the basis of
              the computation of such amount but not including any matters which
              such Bank or its  holding  company  regards  as  confidential)  is
              required to  compensate  such Bank and/or (as the case may be) its
              holding  company for such  liability  to Taxes,  cost,  reduction,
              payment, forgone return or loss.

       For the purposes of this clause 12.2 "holding  company" means the company
       or entity  (if any)  within  the  consolidated  supervision  of which the
       relevant Bank is included.

12.3   Exception

       Nothing in clause  12.2 shall  entitle any Bank to  compensation  for any
       such  increased  costs,  reduction,  payment or  foregoing  return to the
       extent that the same is the subject of an additional payment under clause
       6.7 or is taken into account in calculating the Additional Cost.

12.4   Mitigation

       If  circumstances  arise which would, or would upon the giving of notice,
       result in:

       (a)    the Borrower being required to make an increased payment to a Bank
              pursuant to clause 6.7

       (b)    the reduction of the Commitments of a Bank to zero or the Borrower
              being  required  to prepay any  Bank's  Contribution  pursuant  to
              clause 12.1; or

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       (c)    the  Borrower  being  required  to  make a  payment  to a Bank  to
              compensate  such Bank or its holding  company  for a liability  to
              Taxes, increased or additional cost, reduction,  payment, foregone
              return or loss pursuant to clause 12.2(f)(ii)

       then, without in any way limiting,  reducing or otherwise  qualifying the
       obligations of the Borrower under clauses 6.7 and 12, the  Administrative
       Agent and the relevant Bank shall endeavour to take such reasonable steps
       (and/or,  in the case of clause  12.2(f)(ii)  and where the  increased or
       additional cost, reduction,  payment,  foregone return or loss is that of
       its holding company,  endeavour to procure that its holding company takes
       such reasonable  steps) as may be open to it (or, as the case may be, its
       holding company) to mitigate or remove such  circumstances  including (in
       the case of a Bank) the transfer of its rights and obligations under this
       Agreement to another bank or financial institution) unless to do so might
       (in the opinion of the relevant Bank) be prejudicial to such Bank (or, as
       the case may be, its holding  company) or be in conflict with such Bank's
       (or, as the case may be, its  holding  company's)  or the  Administrative
       Agent's  general  banking  policies or involve such Bank (or, as the case
       may be, its holding company) or the Administrative Agent in expense or an
       increased administrative burden.

13     Set-off, pro rata payments

13.1   Set-off

       The  Borrower  authorises  each Bank  (without  prejudice  to any of such
       Bank's rights at law, in equity or otherwise), [at any time when an Event
       of Default has occurred  and is  continuing  and]  without  notice to the
       Borrower:

       (a)    to apply any credit balance to which the Borrower is then entitled
              standing  upon any account of the Borrower with any branch of such
              Bank in or towards  satisfaction  of any sum due and payable  from
              the Borrower to such Bank under any of the Security Documents;

       (b)    in the name of the  Borrower  or such Bank to do all such acts and
              to execute all such  documents as may be necessary or expedient to
              effect such application; and

       (c)    to combine and/or  consolidate  all or any accounts in the name of
              the Borrower with such Bank.

       For such  purposes,  each Bank is  authorised to purchase with the moneys
       standing to the credit of such  account such other  currencies  as may be
       necessary  to  effect  such  application.  No Bank  shall be  obliged  to
       exercise  any right  given to it by this  clause  13.1.  Each Bank  shall
       notify  the  Administrative  Agent and the  Borrower  forthwith  upon the
       exercise  or  purported  exercise  of any right of  set-off  giving  full
       details in relation thereto and the Administrative Agent shall inform the
       other Banks.

13.2   Pro rata payments

       (a)    If at any  time any  Bank  (the  "Recovering  Bank")  receives  or
              recovers  any  amount  owing  to it by  the  Borrower  under  this
              Agreement by direct  payment,  set-off or in any manner other than
              by payment through the Administrative Agent pursuant to clause 6.1
              or 6.10 (not being a payment  received from a Transferee Bank or a
              sub-participant  in such Bank's  Contribution or any other payment
              of an  amount  due to the  Recovering  Bank for its  sole  account
              pursuant to clauses 3.1, 3.7, 4.6, 5.2,  6.7,  11.1,  11.2,  11.3,
              12.1, 12.2) the Recovering Bank shall,  within two Banking Days of
              such  receipt  or  recovery  (a  "Relevant  Receipt")  notify  the
              Administrative Agent of the amount of the Relevant Receipt. If the
              Relevant  Receipt  exceeds the amount  which the  Recovering  Bank
              would have  received if the Relevant  Receipt had been received by
              the Administrative Agent and distributed pursuant to clause 6.1 or
              6.10 as the case may be) then:

              (i)    within  two  Banking  Days of demand by the  Administrative
                     Agent, the Recovering Bank shall pay to the  Administrative
                     Agent an amount equal (or equivalent) to the excess;

                                    Page 78
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              (ii)   the  Administrative  Agent shall treat the excess amount so
                     paid by the Recovering Bank as if it were a payment made by
                     the  Borrower  and shall  distribute  the same to the Banks
                     (other than the Recovering  Bank) in accordance with clause
                     6.10; and

              (iii)  as between the Borrower and the Recovering  Bank the excess
                     amount so  re-distributed  shall be  treated  as not having
                     been paid but the  obligations of the Borrower to the other
                     Banks shall, to the extent of the amount so  re-distributed
                     to them, be treated as discharged.

       (b)    If any part of the Relevant Receipt  subsequently has to be wholly
              or partly refunded by the Recovering Bank (whether to a liquidator
              or otherwise) each Bank to which any part of such Relevant Receipt
              was so  re-distributed  shall on request from the Recovering  Bank
              repay to the  Recovering  Bank such  Bank's  pro rata share of the
              amount which has to be refunded by the Recovering Bank.

       (c)    Each Bank shall on request supply to the Administrative Agent such
              information  as the  Administrative  Agent  may from  time to time
              request for the purpose of this clause 13.2

       (d)    Notwithstanding  the  foregoing  provisions of this clause 13.2 no
              Recovering  Bank shall be obliged  to share any  Relevant  Receipt
              which it receives or recovers  pursuant to legal proceedings taken
              by it to recover  any sums owing to it under this  Agreement  with
              any other party  which has a legal right to, but does not,  either
              join  in  such  proceedings  or  commence  and  diligently  pursue
              separate  proceedings to enforce its rights in the same or another
              court (unless the  proceedings  instituted by the Recovering  Bank
              are  instituted  by it without  prior notice  having been given to
              such party through the Administrative Agent).

13.3   No release

       For the  avoidance  of doubt it is hereby  declared  that  failure by any
       Recovering  Bank to comply with the  provisions  of clause 13.2 shall not
       release  any  other  Recovering  Bank  from  any  of its  obligations  or
       liabilities under clause 13.2.

13.4   No charge

       The  foregoing  provisions  of this clause 13 shall not, and shall not be
       construed so as to, constitute a charge by a Bank over all or any part of
       a sum  received or  recovered  by it in the  circumstances  mentioned  in
       clause 13.2.

14     Accounts

14.1   Undertakings concerning Earnings Accounts

       The Borrower  undertakes  with each of the Creditors that  throughout the
       Security Period it will procure that:

       (a)    Payments to Earnings Accounts

              unless and until the Security Agent otherwise  directs pursuant to
              the  General  Assignments  or any  other  Security  Document,  the
              following will be paid to the Earnings Accounts:

              (i)    all Earnings of the Mortgaged Ships;

              (ii)   all dividends or other amounts  received by Oxbow and Golar
                     Maritime from Faraway;

              (iii)  all  payments  to the  Borrower  and/or  any of the  Owning
                     Companies under any Eligible Swap Contracts;

              (iv)   all moneys  payable  under the  Insurances of any Mortgaged
                     Ships which are payable to the relevant  Owning  Company or
                     its order in  accordance  with the  relevant  Loss  Payable
                     Clauses and the General Assignments;

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              (v)    all  surplus  proceeds  of any  sale or  Total  Loss or any
                     proceeds  of sale of an Owning  Company or any of Oxbow and
                     Golar  Maritime's  shares in Faraway after the Borrower has
                     made any prepayment required under clause 4.3; and

              (vi)   the amount  (including  interest) of any fixed term deposit
                     account or contract referred to in clause 14.1(b)(iii) upon
                     maturity of the relevant fixed term;

       (b)    Withdrawals from Earnings Accounts

              withdrawals  are  made  from  any  Earnings  Account  only for the
              purpose of:

              (i)    paying amounts then due under the Security Documents (other
                     than any  prepayment of the Loan pursuant to clauses 4.3 or
                     4.6 of this  Agreement  but,  for the  avoidance  of doubt,
                     withdrawals  from  Earnings  Accounts  may be made  for the
                     purpose of making a prepayment required under clause 12.1);

              (ii)   paying  amounts  then  due  in  respect  of  Eligible  Swap
                     Liabilities or the Operating Costs of Mortgaged Ships;

              (iii)  payment  of funds from one  Earnings  Account to another or
                     (provided  that the  relevant  account or contract  will be
                     subject to a valid Earnings  Account security and notice of
                     assignment  thereof has been given to, and acknowledged by,
                     the Account Bank in accordance  with such Earnings  Account
                     Security)  their  investment in a Dollar fixed term deposit
                     account or contract placed or made with the Account Bank on
                     terms  that  the  funds so  invested  and  interest  earned
                     thereon  shall be  credited  to such  Earnings  Account  on
                     maturity  of the  relevant  fixed term  deposit  account or
                     contract;

              (iv)   payment of Equity  Distributions  permitted  under provisos
                     (A) or (C) to clause 8.3(c);

              (v)    discharging   other   liabilities   or  meeting  any  other
                     expenditure  incurred  by the Owning  Companies  which have
                     been demonstrated to the satisfaction of the Administrative
                     Agent to have been reasonably and properly  incurred in the
                     ordinary course of the relevant Owning  Company's  business
                     of owning and  operating  its  Mortgaged  Ship (which shall
                     not,  for the  avoidance  of  doubt,  include  any  capital
                     expenditure  not falling within the definition of Operating
                     Costs and  shall  not  include  any  other  expenditure  in
                     respect of any  liability  arising or incurred in breach of
                     this Agreement); or

              and that  (notwithstanding the foregoing) no withdrawal whatsoever
              is made from any Earnings Account if,  immediately  following such
              withdrawal, the Free Available Cash would be less than the Minimum
              Free Available Cash;

       (c)    Security over accounts

              if an account is to be designated  as an Earnings  Account for the
              purposes of the Security  Documents there is duly delivered to the
              Security   Agent  at  or  before  the  time  such  account  is  so
              designated:

              (i)    a deed of  assignment  (an "Account  Charge") in respect of
                     such account,  duly executed by the relevant  account party
                     in such form as the Security Agent may  reasonably  require
                     (which shall,  so far as the Security  Agent  considers the
                     circumstances permit), be based upon the agreed form of the
                     Earnings  Accounts  Security  or in such  other form as the
                     Security  Agent may  reasonably  require for the purpose of
                     creating  effective  security  over such account  under any
                     applicable laws;

                                    Page 80
<Page>

              (ii)   such notices to, and  acknowledgements  from,  the relevant
                     Account Bank as may be required by such Account Charge;

              (iii)  in relation to the account  holder  executing  such Account
                     Charge and such Account  Charge  itself such  documents and
                     evidence in form and substance satisfactory to the Security
                     Agent of the kind referred to in  paragraphs  (a), (b), (c)
                     and (d) of Part 1 of schedule 4 as the  Security  Agent may
                     reasonably  require and that such  account has been opened;
                     and

              (iv)   such  satisfactory  legal opinion as the Security Agent may
                     reasonably  require  as  to  the  execution,  validity  and
                     effectiveness of such Account Charge

              provided  that the  Security  Agent may waive the  delivery of the
              documents and evidence  referred to in paragraphs  (i) and/or (iv)
              if it  considers  that  an  existing  Account  Charge  constitutes
              effective and satisfactory security over such account.

15     Transfer and lending office

15.1   Benefit and burden

       This Agreement  shall be binding upon, and enure for the benefit of, each
       of the Creditors and the Borrower and their respective successors.

15.2   No assignment by Borrower

       The Borrower may not assign or transfer any of its rights or  obligations
       under any of the Security Documents.

15.3   Transfers

       Any Bank (the  "Transferor  Bank") may at any time, cause all or any part
       of its rights,  benefits and/or  obligations under this Agreement and the
       Security  Documents to be transferred to its Subsidiaries,  affiliates or
       associates or to a federal  reserve bank,  central bank or other monetary
       or regulatory  authority having  jurisdiction over such Banks without the
       consent of the Borrower or so long as no Default is then continuing, with
       the consent of the Borrower (such consent not to be unreasonably withheld
       (and  for  the  purposes  of  this  clause  15.3,   it  shall  be  deemed
       unreasonable  for the  Borrower to withhold  such  consent on the grounds
       that any  proposed  transfer  by a Bank of part of its  rights,  benefits
       and/or  obligations  would result in the number of Banks being  increased
       if, after such transfer,  there would be no more than 15 Banks)),  to any
       other bank or financial  institution (a "Transferee  Bank") by delivering
       to the  Administrative  Agent a Transfer  Certificate  duly completed and
       duly executed by the Transferor Bank and the Transferee Bank.

                                    Page 81
<Page>

       Any transfer by a Bank shall be offered and effected in  compliance  with
       all applicable laws and regulations.  If the Borrower fails to respond to
       a request for such  consent  within ten (10) days of such  request  being
       made,  the Borrower  shall be deemed to have given such consent.  No such
       transfer is binding on, or effective in relation  to, the  Borrower,  the
       Administrative  Agent,  or the  Security  Agent  unless it is effected or
       evidenced by a Transfer Certificate which complies with the provisions of
       this  clause 15.3 and is signed by or on behalf of the  Transferor  Bank,
       the Transferee  Bank and the  Administrative  Agent (on behalf of itself,
       the Borrower,  the Security Agent and the other Banks). Upon signature of
       any  such  Transfer  Certificate  by  the  Administrative   Agent,  which
       signature  shall be effected as  promptly  as is  practicable  after such
       Transfer Certificate has been delivered to the Administrative  Agent, and
       subject  to  the  terms  of  such  Transfer  Certificate,  such  Transfer
       Certificate shall have effect as set out below.

       The  following  further  provisions  shall have effect in relation to any
       Transfer Certificate:

       (a)    a Transfer  Certificate  may be in  respect of a Bank's  rights in
              respect of all or part, of its  Commitment and shall be in respect
              of the same proportion of its Contribution;

       (b)    a  Transfer  Certificate  shall  only be in  respect of rights and
              obligations of the  Transferor  Bank in its capacity as a Bank and
              shall not transfer its rights and  obligations  as  Administrative
              Agent or Security Agent or in any other capacity,  as the case may
              be and such other rights and  obligations  may only be transferred
              in  accordance  with  any  applicable  provisions  of  the  Agency
              Agreement;

       (c)    a  Transfer  Certificate  shall  take  effect in  accordance  with
              English law as follows:

              (i)    to the extent  specified in the Transfer  Certificate,  the
                     Transferor  Bank's  payment rights and all its other rights
                     (other than those referred to in paragraph (b) above) under
                     this  Agreement  are  assigned  to  the   Transferee   Bank
                     absolutely,  free of any defects in the  Transferor  Bank's
                     title and of any rights or equities  which the Borrower had
                     against the Transferor Bank;

              (ii)   the  Transferor  Bank's  Commitment  is  discharged  to the
                     extent specified in the Transfer Certificate;

              (iii)  the Transferee Bank becomes a Bank with a Contribution  and
                     an  undrawn  Commitment  of  the  amount  specified  in the
                     Transfer Certificate;

              (iv)   the Transferee  Bank becomes bound by all the provisions of
                     this  Agreement  and  the  Security   Documents  which  are
                     applicable to the Banks  generally,  including  those about
                     pro-rata sharing and the exclusion of liability on the part
                     of, and the  indemnification  of, the Administrative  Agent
                     and the Security Agent in accordance with the provisions of
                     the Agency  Agreement and to the extent that the Transferee
                     Bank becomes bound by those provisions, the Transferor Bank
                     ceases to be bound by them;

                                    Page 82
<Page>

              (v)    the Contributions which the Transferee Bank makes after the
                     Transfer  Certificate  comes into  effect  rank in point of
                     priority  and  security  in the same  way as it would  have
                     ranked had it been made by the  Transferor  Bank,  assuming
                     that any  defects in the  Transferor  Bank's  title and any
                     rights  or  equities  of any  Security  Party  against  the
                     Transferor Bank had not existed; and

              (vi)   the  Transferee  Bank  becomes  entitled  to all the rights
                     under  this  Agreement  which are  applicable  to the Banks
                     generally,  including but not limited to those  relating to
                     the Majority  Banks and those under  clauses 3.7, 5 and 12,
                     and to the extent that the Transferee Bank becomes entitled
                     to such rights,  the Transferor  Bank ceases to be entitled
                     to them;

       (d)    the rights and equities of the  Borrower or of any other  Security
              Party referred to above include, but are not limited to, any right
              of set off and any other kind of cross-claim; and

       (e)    the Borrower,  the Security Agent and the Banks hereby irrevocably
              authorise and instruct the  Administrative  Agent to sign any such
              Transfer  Certificate  on its  behalf  (and,  in the  case  of the
              Security  Agent,  on behalf of any Security Party which has in the
              relevant Security Document given a corresponding authorisation and
              instruction to the Security  Agent) and undertake not to withdraw,
              revoke or  qualify  such  authority  or  instruction  at any time.
              Promptly  upon its  signature  of any  Transfer  Certificate,  the
              Administrative Agent shall notify the Borrower, the Security Agent
              the Transferor Bank, the Transferee Bank and the other Banks.

15.4   Reliance on Transfer Certificate

       (a)    The Administrative Agent shall be entitled to rely on any Transfer
              Certificate  believed  by it to be genuine and correct and to have
              been  presented  or signed by the  persons by whom it  purports to
              have been  presented or signed,  and shall not be liable to any of
              the parties to this  Agreement and the Security  Documents for the
              consequences of such reliance.

       (b)    The   Administrative   Agent   shall  at  all  times   during  the
              continuation  of this  Agreement  maintain a register  in which it
              shall  record  the  name,  Commitments,  or,  as the  case may be,
              Contributions and  administrative  details  (including the lending
              office)  from  time  to  time  of  each  Bank   holding   Transfer
              Certificates  and the date at which the  transfer  referred  to in
              such Transfer  Certificate  held by each Bank was  transferred  to
              such  Bank,  and the  Administrative  Agent  shall  make  the said
              register  available for inspection by any Bank, the Security Agent
              and the Borrower  during normal  banking hours upon receipt by the
              Administrative  Agent of reasonable  prior notice  requesting  the
              Administrative Agent to do so.

       (c)    The entries on the said register shall, in the absence of manifest
              error,   be  conclusive  in  determining  the  identities  of  the
              Commitments  or,  as the case may be,  the  Contributions  and the
              Transfer  Certificates held by the Banks from time to time and the
              principal amounts of such Transfer  Certificates and may be relied
              upon by the Administrative Agent, the Security Agent and the other
              Security   Parties  for  all  purposes  in  connection  with  this
              Agreement and the Security Documents.

15.5   Transfer fees and expenses

       If any  Bank  causes  the  transfer  of all or any  part  of its  rights,
       benefits and/or obligations under the Security Documents, it shall pay to
       the  Administrative  Agent  for its own  account  a  registration  fee of
       USD1,000  for each  transfer,  and shall  also pay to the  Administrative
       Agent on demand all out of pocket  costs,  fees and expenses  (including,
       but not limited  to,  legal fees and  expenses),  and all value added tax
       thereon,  certified by the Administrative Agent as having been reasonably
       and properly incurred by it in connection with such transfer.

                                    Page 83
<Page>

15.6   Documenting transfers

       If any Bank  transfers  all or any part of its  rights,  benefits  and/or
       obligations   as  provided  in  clause  15.3  the  Borrower   undertakes,
       immediately on being requested to do so by the  Administrative  Agent and
       at the cost of the  Transferor  Bank, to enter into, and procure that the
       other  Security  Parties  shall  enter  into,  such  documents  as may be
       necessary  or  desirable  to transfer to the  Transferee  Bank all or the
       relevant part of such Bank's  interest in the Security  Documents and all
       relevant  references in this  Agreement to such Bank shall  thereafter be
       construed as a reference to the Bank and/or its  Transferee  Bank (as the
       case may be) to the extent of their respective interests.

15.7   Sub-participation

       A Bank  may  sub-participate  all  or  any  part  of  its  rights  and/or
       obligations  under the  Security  Documents  without  the  consent of, or
       notice to, the Borrower.

15.8   Lending office

       Each Bank shall lend through its office at the address specified in 0 or,
       as the case may be, in any relevant  Transfer  Certificate or through any
       other office of such Bank  selected from time to time by it through which
       such  Bank  wishes to lend for the  purposes  of this  Agreement.  If the
       office  through  which such Bank is lending is changed  pursuant  to this
       clause 15.8, such Bank shall notify the Administrative  Agent promptly of
       such change and the Administrative Agent shall notify the Borrower.

15.9   Disclosure of information

       Any Bank may (with the prior written consent of the Borrower such consent
       not to be  unreasonable  withheld or delayed)  disclose to a  prospective
       assignee, substitute or transferee or to any other person who may propose
       entering into  contractual  relations  with such Bank in relation to this
       Agreement such information about the Borrower as such Bank shall consider
       appropriate.

15.10  Assignments by Swap Banks

       The Swap Banks may assign their  rights  under the Security  Documents to
       any person to whom they assign their  rights under the relevant  Eligible
       Swap   Contracts,   provided  that  the  assignee  has  entered  into  an
       undertaking in such form as the Security Agent may require agreeing to be
       bound by the terms of the Security Documents.

16     Administrative Agent, Security Agent and Reference Banks

16.1   Appointment of the Administrative Agent and the Security Agent

       The terms and basis on which the  Administrative  Agent and the  Security
       Agent have been appointed by the Banks as facility agent and by the Banks
       and the Swap Banks as security agent and trustee respectively are set out
       in the Agency  Agreement  including,  among other  things,  the manner in
       which any decision to exercise any right, powers, discretion or authority
       or to carry  out any  duty are to be made  between  the  Banks,  the Swap
       Banks, the Administrative Agent and the Security Agent.

16.2   Reference Banks

       If (a) the whole of the  Contributions  (if any) of any Reference Bank is
       prepaid or (b) the Commitments (if any) of any Reference Bank are reduced
       to zero in  accordance  with  clauses 4.6 or 12 or (c) a  Reference  Bank
       transfers  the whole of its  rights  and  obligations  (if any) as a Bank
       under this Agreement or (d), where applicable,  any Reference Bank ceases
       to provide  quotations  to the  Administrative  Agent for the purposes of
       determining   LIBOR,  the   Administrative   Agent  may,  acting  on  the
       instructions  of the Majority  Banks,  terminate the  appointment of such
       Reference Bank and appoint another Bank to replace such Reference Bank.

                                    Page 84
<Page>

17     Tax Lease Option

       If the Borrower or an Owning  Company  wishes to incur  Borrowed Money by
       means of a Capitalised  Lease  Obligation in respect of a Mortgaged Ship,
       the Banks 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  incurrence  of Borrowed  Money but such  restructuring  may only be
       implemented  if all of the Banks approve it in writing (such approval not
       to be unreasonably withheld) and such supplemental  documentation entered
       into  and  conditions  precedent  fulfilled  as the  Banks  may in  their
       absolute  discretion  require. It is acknowledged by all parties that the
       restructuring of the security may include the granting of second priority
       security to secure the relevant Capitalised Lease Obligation and the Swap
       Banks  acknowledge  that their second  priority  rights to the  Mortgaged
       Ships  shall be  postponed  and/or  replaced  with  alternative  security
       acceptable to the Swap Banks to be agreed at the relevant time.

       If any such  restructuring  is approved in principle by the Banks and the
       Swap Banks,  the Banks and the Swap Banks 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.

       If in the course of seeking  the  approval  of the Banks to the Tax Lease
       Option, a majority of the Banks the aggregate of whose Commitments and/or
       Contribution   (as  the  case  may  be)  exceeds   662/3%  of  the  Total
       Commitments, agree to the restructuring proposal (the "consenting banks")
       then the  consenting  banks shall if  requested  to do so by the Borrower
       co-operate with the Borrower to try to arrange for the Commitment  and/or
       Contribution  (as the  case may be) of the  Banks  who do not  agree  the
       restructuring  proposal (the  "dissenting  banks") to be transferred to a
       substitute or replacement bank (a "substitute  bank") provided that if no
       substitute  bank can be found  within  such  reasonable  period as may be
       agreed by the  Administrative  Agent at the  relevant  time to assume the
       Contribution  and/or  Commitment  of the  dissenting  bank or banks,  the
       Borrower  agrees  that the  approval  of all the  Banks to the Tax  Lease
       Option shall be deemed to be required.

18     Notices and other matters

18.1   Notices

       Every notice, request, demand or other communication under this Agreement
       or (unless  otherwise  provided  therein) under any of the other Security
       Documents shall:

       (a)    be in  writing  delivered  personally  or by  first-class  prepaid
              letter  (airmail if available) or facsimile  transmission or other
              means of telecommunication in permanent written form;

       (b)    be deemed to have been received,  subject as otherwise provided in
              the  relevant  Security  Document,  in the case of a letter,  when
              delivered  personally  or 7 days  after  it has been put in to the
              post and, in the case of a facsimile  transmission  or other means
              of  telecommunication  in permanent  written  form, at the time of
              despatch  (provided that if the date of despatch is not a business
              day in the country of the  addressee or if the time of despatch is
              after the close of  business in the  country of the  addressee  it
              shall be deemed to have been  received  at the opening of business
              on the next such business day); and

                                    Page 85
<Page>

       (c)    be sent:

              (i)    to the Borrower at:

                     Golar Gas Holding Company, Inc.
                     c/o Osprey Maritime (Europe) Ltd.
                     30 Marsh Wall
                     London E14 9TP

                     Fax no:         (44) 207 517 8601
                     Attention:      The President

              (ii)   to the Administrative Agent at:

                     Christiania Bank og Kreditkasse ASA
                     P.O. Box 1166, Sentrum
                     0107 Oslo
                     Norway

                     Fax no: 00 47 22 48 66 68
                     Attention:       Shipping Dept.

              (iii)  to the Security Agent at:

                     Stranden 21
                     N-0021 Oslo
                     Norway

                     Fax no: 00 47 22 48 28 94
                     Attention:       Credit Administration Shipping

              (iv)   to each Bank at its address,  telex or fax number specified
                     in schedule 1 or in any relevant Transfer Certificate,

              (v)    to the Swap  Banks  in  accordance  with  the  terms of the
                     relevant Eligible Swap Contracts,

       or to such other  address  and/or  numbers as is notified by one party to
       the other party under this Agreement.

18.2   No implied waivers, remedies cumulative

       No failure or delay on the part of any  Creditor to  exercise  any power,
       right or remedy under any of the Security  Documents  shall  operate as a
       waiver thereof,  nor shall any single or partial exercise by any Creditor
       of any power,  right or remedy  preclude  any other or  further  exercise
       thereof or the exercise of any other power, right or remedy. The remedies
       provided in the Security  Documents are  cumulative and are not exclusive
       of any remedies provided by law.

18.3   Further assurance

       The Borrower  undertakes  that the Security  Documents  shall both at the
       date of  execution  and  delivery  thereof  and so long as any moneys are
       owing  under  any  of  the  Security  Documents,  be  valid  and  binding
       obligations  of the  respective  parties  thereto  and the  rights of the
       Creditors  thereunder  enforceable  in accordance  with their  respective
       terms and that they will, at their expense,  execute,  sign,  perfect and
       do, and will procure the execution, signing, perfecting and doing by each
       of the other Security  Parties of, any and every such further  assurance,
       document, act or thing as in the reasonable opinion of the Administrative
       Agent  may  be  necessary  or  desirable  for   perfecting  the  security
       contemplated or constituted by the Security Documents.

                                    Page 86
<Page>

18.4   Conflicts

       In the event of any conflict  between this Agreement and any of the other
       Security Documents, the provisions of this Agreement shall prevail.
18.5   English language

       All  certificates,  instruments and other documents to be delivered under
       or supplied in connection with any of the Security  Documents shall be in
       the English  language  or shall be  accompanied  by a  certified  English
       translation  upon which the  Administrative  Agent  shall be  entitled to
       rely.

18.6   Contracts (Rights of Third Parties) Act 1999

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

19     Governing law and jurisdiction

19.1   Law

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

19.2   Submission to jurisdiction

       The Borrower  agrees,  for the benefit of the  Creditors,  that any legal
       action or proceedings arising out of or in connection with this Agreement
       against  the  Borrower or any of its assets may be brought in the English
       courts.  The  Borrower  irrevocably  and  unconditionally  submits to the
       jurisdiction  of such courts and  irrevocably  designates,  appoints  and
       empowers Frontline Management (UK) Ltd. at present of 12 Grosvenor Place,
       London SW1X 7HH to receive  for it and on its behalf,  service of process
       issued out of the English courts in such legal action or proceedings. The
       submission to such jurisdiction  shall not (and shall not be construed so
       as to) limit the right of any  Creditor to take  proceedings  against the
       Borrower in the courts of any other competent  jurisdiction nor shall the
       taking  of  proceedings  in any one or more  jurisdictions  preclude  the
       taking of proceedings in any other jurisdiction,  whether concurrently or
       not.  The parties  further  agree that only the courts of England and not
       those of any other State shall have  jurisdiction  to determine any claim
       which the Borrower  may have  against any  Creditor  arising out of or in
       connection with this Agreement.

IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.
Schedule 1


                                    Page 87
<Page>

                                   Schedule 1
                    Part 1 - The Banks and their Commitments

<TABLE>
<CAPTION>
Name                                   Address and fax number                          Commitment
                                                                                           USD
----                                   ----------------------                          ----------
<S>                                    <C>                                             <C>
Christiania Bank og Kreditkasse ASA    P.O. Box 1166, Sentrum                          81,250,000
                                       0107 Oslo
                                       Norway

                                       Fax: +47 22 48 42 78
                                       Attention:    International Loan
                                                     Administration

Den norske Bank ASA                    Stranden 21                                     81,250,000
                                       N-0021 Oslo
                                       Norway

                                       Fax:          (47) 22 48 28 94
                                       Attention:    Loan Administration

Citibank, N.A.                         33 Canada Square                                81,250,000
                                       Canary Wharf
                                       London
                                       E14 5LB

                                       Fax:          (44) 207 986 2762
                                       Attention:    Simon Booth

Fortis Bank (Nederland) N.V.           Credit Administration                           81,250,000
                                       Fortis Bank (Nederland) N.V.,
                                       Oslo Branch
                                       Munkedamsveien 53b, NO-0250 Oslo
                                       Norway

                                       Telephone:    (47) 23 11 49 52
                                       Fax:          (47) 23 11 49 40
                                       Attention:    Francis Birkeland

                                       Loan Administration Department
                                       Fortis Bank (Nederland) N.V.
                                       Coolsingel 93, 3012 AE Rotterdam,
                                       The Netherlands

                                       Telephone:    (31) 10 401 61 42 / 62 54
                                       Fax:          (31) 10 401 61 18
                                       Attention:    Frans Schreuder/ Pieter van
                                       Wijk / Leo Vrijland / Aad Blok

                                       Total:                                          325,000,000

</TABLE>


                                    Page 88
<Page>

                                    Part 2
                               The Swap Banks

Name                                   Address and fax number
----                                   -----------------------

Christiania Bank og Kreditkasse ASA    P.O. Box 1166, Sentrum
                                       0107 Oslo
                                       Norway

                                       Fax: +47 22 48 42 78
                                       Attention: International
                                       Loan Administration

Den norske Bank ASA                    Stranden 21
                                       N-0021 Oslo
                                       Norway
                                       Fax:          (47) 22 48 28 94
                                       Attention:    Loan Administration


                                    Page 89
<Page>

                                   Schedule 2
                                    The Ships

                                     Part 1
                              Details of the Ships

<TABLE>
<CAPTION>

     Name                   Owning Company       Official No.      Classification        Classification
     ----                   --------------       ------------      --------------        --------------
<S>                    <C>                           <C>        <C>                           <C>
                                                                                              Society
GOLAR SPIRIT            Golar Gas Faraway Inc.       6945       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

HILLI                   Golar Hilli Inc.             5391       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

GIMI                    Golar Gimi Inc.              5683       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

KHANNUR                 Golar Khannur Inc.           5978       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM

GOLAR FREEZE            Golar Freeze Inc.            5824       +1A1 Tanker for                 DnV
                                                                Liquified Gas EO SBM


In this schedule "DnV" means Det Norske Veritas.
</TABLE>



                                    Page 90
<Page>

                                     Part 2
               Details of Approved Charterers, Charter Guarantees
           and Management Agreements as at the date of this Agreement


GOLAR SPIRIT
Approved Charter


Time charter dated 9 September  1983 between  Pertamina and Golar Gas Cryogenics
Inc. as amended by Addendum  No. 1 dated 2 July 1986 and Addendum No. 2 dated 20
February 1990 expiry on or about 1 December 2006 subject to  charterer's  option
to extend.

Charter Guarantee

None.

Approved Management Agreement

Management  Agreement dated 1 January 1999 between Golar Gas Cryogenics Inc. and
Osprey Maritime Management Limited.

HILLI

Approved Charter

Short term  pre-emption  charter dated 7 September 2000 between Golar Hilli Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term  charter to be entered  into  between  Golar  Hilli Inc.  and  Methane
Services  Limited in accordance  with the notice of exercise of option under the
Master  Agreement dated 3 May 2001, such charter to expire during 2013,  subject
to charterer's option to extend.

Charter Guarantee

(a)  Guarantee dated 7 September 2000 from BG International Limited in favour of
     Golar Hilli Inc. (in respect of pre-emption charter).

(b)  Guarantee dated 8 May 2001 from BG International Limited in favour of Golar
     Hilli Inc. (in respect of long term charter).


                                    Page 91
<Page>

Approved Management Agreement

Management  Agreement  dated 1 January 1999 between  Golar Hilli Inc. and Osprey
Maritime Management Limited.

GIMI

Approved Charter

Short term  pre-emption  charter to be entered into between  Golar Gimi Inc. and
Methane Services Limited pursuant to the Master Agreement  covering period until
delivery under long term charter.

Long term time charter dated 28 January 2000 between Golar Gimi Inc. and Methane
Services  Limited  entered into pursuant to the Master  Agreement  expiry during
2012 subject to charterer's option to extend.

Charter Guarantee

Guarantee  dated 2 March 2000 from BG  International  Limited in favour of Golar
Gimi Inc. (in respect of long term charter)

Approved Management Agreement

Management  Agreement  dated 1 January 1999  between  Golar Gimi Inc. and Osprey
Maritime Management Limited.

KHANNUR

Approved Charter

Short term pre-emption charter dated 30 November 2000 between Golar Khannur Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term time  charter  dated 12 August 1999  between  Golar  Khannur  Inc. and
Methane  Services  Limited as  amended by  Addendum  No. 1 dated  December  1999
entered  into  pursuant to the Master  Agreement  expiry  during 2009 subject to
charterer's option to extend.

Charter Guarantee

Guarantee  dated 30  November  2000 from BG  International  Limited in favour of
Golar Khannur Inc. (in respect of long term charter).

Approved Management Agreement

Management  Agreement dated 1 January 1999 between Golar Khannur Inc. and Osprey
Maritime Management Limited.


                                    Page 92
<Page>

GOLAR FREEZE

Approved Charter

Short term pre-emption  charter dated 7 September 2000 between Golar Freeze Inc.
and Methane Services Limited entered into pursuant to the Master Agreement, such
charter to expire on 31 December 2002 subject to charterer's option to extend or
enter  into a long term  charter  in  accordance  with the  terms of the  Master
Agreement.

Charter Guarantee

Guarantee dated 7 September 2000 from BG International  Limited and in favour of
Golar Freeze Inc. (in respect of the short term charter).

Approved Management Agreement

Management  Agreement  dated 1 January 1999 between Golar Freeze Inc. and Osprey
Maritime Management Limited.

In this schedule  "Master  Agreement" means the master agreement dated 12 August
1999 as amended by addendum no. 1 thereto  dated 5 January  2000  between  Golar
Khannur  Inc.,  Golar Freeze  Inc.,  Golar Gimi Inc.,  Golar Hilli Inc.,  Osprey
Maritime Limited and Methane Services Limited. Schedule 3




                                    Page 93
<Page>

                                   Schedule 3
                             Form of Drawdown Notice


To:    [Name and address of Administrative Agent]
       Attention:

                                                                 [o] 2001
                                 USD325,000,000
                          Loan Agreement dated [o] 2001

We refer to the above Loan  Agreement and hereby give you notice that we wish to
draw the Loan (in the  amount  of  USD[325,000,000])  on [o] 2001 and  select an
Interest Period in respect  thereof of [o] months.  The funds should be credited
to [name and number of account] with [New York City].

We confirm that:

       (a)    no Default has occurred and is  continuing or will result from our
              borrowing the Loan;

       (b)    the  representations  and warranties  contained in clauses 7.1 and
              7.2 of the Loan  Agreement are true and correct at the date hereof
              as if made with respect to the facts and circumstances existing at
              such date; and

       (c)    the  borrowing  to be effected by the drawdown of the Loan will be
              within  our  corporate  powers,  has been  validly  authorised  by
              appropriate  corporate  action and will not cause any limit on our
              borrowings (whether imposed by statute,  regulation,  agreement or
              otherwise) to be exceeded.

Words and expressions defined in the Loan Agreement shall have the same meanings
where used herein.

                              For and on behalf of
                               [Name of Borrower]


                                    Page 94
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                                   Schedule 4

             Documents and evidence required as conditions precedent

                           (referred to in clause 9.1)

                                     Part 1
                                    (General)


(a)    Constitutional documents

       copies,  certified by an officer of each Security Party as true, complete
       and up to date copies of all  documents  which  contain or  establish  or
       relate to the constitution of that Security Party;

(b)    Corporate authorisations

       copies of resolutions of the directors and  stockholders of each Security
       Party  approving  such  of the  Underlying  Documents  and  the  Security
       Documents  to which  such  Security  Party  is,  or is to be,  party  and
       authorising  the  signature,  delivery and  performance  of such Security
       Party's obligations thereunder,  certified by an officer of such Security
       Party as:

       (i)    being true and correct;

       (ii)   being duly passed at meetings of the  directors  of such  Security
              Party and (if  applicable)  of the  stockholders  of such Security
              Party each duly convened and held;

       (iii)  not having been amended, modified or revoked; and

       (iv)   being in full force and effect,

       together with originals or certified  copies of the  certificates  of any
       powers  of  attorney  issued  by any  Security  Party  pursuant  to  such
       resolutions  and a certificate  by an Officer of each Security Party that
       no  proceedings  are  pending  or  contemplated  for  the  bankruptcy  or
       liquidation of the relevant company;

(c)    Certificate of incumbency

       a list of directors and officers of each Security  Party  specifying  the
       names and  positions  of such  persons,  certified  by an officer of such
       Security Party to be true, complete and up to date;

(d)    Consents and approvals

       a certificate  from an officer of each  Security  Party that no consents,
       authorisations,  licences or approvals  are  necessary  for such Security
       Party,  in the case of the  Borrower,  to borrow the  Commitments  and/or
       grant  security for such borrowing and, in the case of the other Security
       Parties,  to  guarantee  and/or grant  security for the  borrowing by the
       Borrower of the  Commitments  pursuant to this Agreement and (in the case
       of all  Security  Parties) to execute,  deliver and perform the  Security
       Documents and the Underlying  Documents insofar as such Security Party is
       a party thereto;

                                    Page 95
<Page>

(e)    Guarantees

       the Guarantees, duly executed by the Guarantors;

(f)    Underlying Documents

       a copy,  certified  as a true  and  complete  copy by an  officer  of the
       Borrower or other person acceptable to the  Administrative  Agent of each
       of Underlying Documents;

(g)    Accounts and account security

       evidence  that the  Earnings  Accounts  have been opened and the Earnings
       Account Security has been duly executed by the relevant parties;

(h)    Fees and expenses

       evidence  that the fees due under  clause  5.1 have been paid in full and
       that an amount of USD500,000 has been paid to the Administrative Agent on
       account of the expenses referred to in clause 5.2; and

(i)    Private placement

       evidence  that the  private  placement  in respect of the Parent has been
       fully  subscribed  to and the  proceeds  have  been  received  or will be
       received by the Parent within 7 days of the Drawdown Date.



                                    Page 96
<Page>

                                     Part 2
                               (Drawdown of Loan)



(a)    Ships' conditions

       evidence that each Ship and Golar Mazo:

       (i)    Registration and Encumbrance

              is  registered in the name of the relevant  Owning  Company or (as
              the case may be) Faraway  through the relevant  Registry as a ship
              under the laws of the Flag State at the Port of Registry  and that
              such  Ship  and  Golar  Mazo  and  its  Earnings,  Insurances  and
              Requisition  Compensation  are  free of  Encumbrances  other  than
              Permitted Encumbrances;

       (ii)   Classification

              maintains its Classification free of all overdue  requirements and
              recommendations of its Classification Society;

       (iii)  Insurance

              is insured  in  accordance  with the  provisions  of the  Security
              Documents  and  all  requirements  of the  Security  Documents  in
              respect of such insurance have been complied with;

       (iv)   Management

              is managed by the  relevant  Approved  Manager  under the Approved
              Management Agreement relative thereto;

       (v)    Approved Charters

              where  there is an  Approved  Charter for a Ship as at the date of
              this Agreement, is in service under such Approved Charter;

(b)    Mortgages and General Assignments

       the Mortgages and General  Assignments for the Ships,  each duly executed
       by the relevant Owning Company together with any supplements thereto;

(c)    Mortgage registration

       evidence that the Mortgages  for the Ships have been  registered  against
       the Ships at the Registry with first priority;


                                    Page 97
<Page>

(d)    Cash position

       evidence that USD25,000,000 has been credited to an Earnings Account;

(e)    Manager's Undertakings

       the Manager's Undertakings, duly executed by the Approved Managers;

(f)    Subordination Deed

       the Subordination Deed duly executed by the parties thereto;

(g)    Subsidiary Pledges

       the  Subsidiary  Pledges,  duly executed by the Borrower and filed in the
       register of mortgages  and charges of the relevant  Subsidiary,  together
       with the other  documents  required to be delivered to the Security Agent
       thereunder;

(h)    Notices of assignment and acknowledgements

       duly executed notices of assignment (together with original duly executed
       acknowledgements thereof) required by the terms of the Security Documents
       and in the forms prescribed by such Security Documents;

(i)    Liberian opinion

       an opinion of Holland & Knight LLP special  legal  advisers on matters of
       Liberian law to the Banks;

(j)    Bermuda opinion

       an opinion of Conyers Dill & Pearman,  special legal  advisers in Bermuda
       to the Banks;

(k)    British Virgin Islands opinion

       an opinion  of Conyers  Dill & Pearman,  special  legal  advisers  in the
       British Virgin Islands to the Banks;

(l)    Cyprus opinion

       an opinion of  Chrysses  Demetriades  & Co.,  special  legal  advisers in
       Cyprus to the Banks;

(m)    English opinion

       an opinion  of Norton  Rose,  special  legal  advisers  in England to the
       Banks;

(n)    Further opinions

       any such further legal  opinion as may be required by the  Administrative
       Agent;

(o)    Process agents

       a copy,  certified as a true copy by the  Borrower's  solicitors or other
       person  acceptable  to the  Administrative  Agent of a letter  from  each
       Security Party's agent for receipt of service of proceedings  referred to
       in the Security  Documents (other than the Mortgages in respect of all of
       the Ships) accepting its appointment as such agent;


                                    Page 98
<Page>

(p)    Insurance opinion

       an opinion from Messrs Aon Grieg AS of Norway,  insurance  consultants to
       the Administrative Agent, on the insurances effected or to be effected in
       respect of the Ships upon and following the Drawdown Date;

(q)    Indebtedness

       evidence satisfactory to the Administrative Agent that the Borrower,  the
       Owning   Companies,   Oxbow  and  Golar   Maritime  have  no  outstanding
       indebtedness or contingent liabilities;

(r)    Pro forma financial statements

       the pro forma financial  statements for the year ending as of 31 May 2001
       referred to in clause 7.2(x), together with an operational budget for the
       Owning  Companies  and  Faraway and the Ships and Golar Mazo for the year
       beginning 1 July 2001;

(s)    Hedging

       the  Eligible  Swap  Contracts  duly  executed  by the  relevant  parties
       thereto;

(t)    Technical report

       a  technical  report  (satisfactory  to  the  Administrative   Agent)  by
       surveyors  acceptable to the  Administrative  Agent and dated not earlier
       than ten days prior to the Drawdown  Date,  in respect of the useful life
       of the Ships;

(u)    Osprey Maritime Limited

       evidence  satisfactory to the  Administrative  Agent that the operational
       management of Osprey Maritime  Limited has been  transferred to the Golar
       LNG Group;

(v)    Parent, Borrower and Guarantor liabilities

       evidence that the Parent,  the Borrower and the other  Guarantors have no
       Indebtedness other than:

       (i)    under the Security Documents;

       (ii)   adjustments  of hire due to other  members  of the Golar LNG Group
              and Osprey; and

       (iii)  inter-company liabilities within the Golar LNG Group in respect of
              operational costs due to the Approved Managers;

(w)    Costs and expenses

       evidence  that all  amounts  owing  under  clause 5 which  are due on the
       Drawdown  Date or have been  demanded by the  Administrative  Agent under
       clause 5 on or before the Drawdown Date have been or will be paid in full
       on the Drawdown Date;


                                    Page 99
<Page>

(x)    Maximum Liability Amount

       (i)    a  certificate  of the  Borrower as to the  Adjusted Net Worth and
              Valuable  Transfers (each as defined in the Subsidiary  Guarantee)
              of and received by applicable to each of the Subsidiary Guarantors
              as at the date of issue of the Subsidiary Guarantee;

       (ii)   evidence as to  subordination  of intercompany  debt of Subsidiary
              Guarantors  prior  to  the  issue  of  the  Subsidiary   Guarantee
              sufficient  to ensure that the  Adjusted  Net Worth (as defined in
              the  Subsidiary  Guarantee)  of  each  Subsidiary  Guarantor  is a
              positive  figure  and  that any  such  inter-company  indebtedness
              remaining   after  the  issue  of  the  Subsidiary   Guarantee  is
              subordinated in the terms required by clause 2.3 of the Subsidiary
              Guarantee;

       (iii)  evidence as to the application of the full proceeds of the Loan in
              making Valuable Transfers (as defined in the Subsidiary Guarantee)
              to the  Subsidiary  Guarantors  in the form of  loans  made by the
              Borrower to the Subsidiary Guarantors;

(y)    Corporate organisation

       evidence that the Parent has paid the full consideration for the purchase
       of the share  capital in the  Borrower and that the  representations  and
       warranties in clauses 7.1(h)  (shareholdings in Owning  Companies,  Oxbow
       and  Golar  Maritime),   7.1(j)   (shareholdings  in  Borrower),   7.2(s)
       (shareholdings in Parent) and 7.2(y)  (shareholdings in Faraway) are true
       and correct;

(z)    Letters of quiet enjoyment

       the  letters  of quiet  enjoyment  issued  by the  Security  Agent or, in
       respect of the "Golar  Spirit",  the notice of financing  issued by Golar
       Gas  Cryogenics  Inc.  duly   acknowledged   by  the  relevant   Approved
       Charterers;

(aa)   Side letters

       any side letters to any of the Security  Documents  duly  executed by the
       parties  thereto  together with any documents  required  pursuant to such
       side letters;

(bb) Fee letter, funding indemnity letter and syndication letter

       the fee letter,  the funding indemnity letter and the syndication  letter
       duly executed by the parties thereto; and

(cc)   Greenwich Guarantee

       the  guarantee of  Greenwich  Holdings  Limited  duly  executed in a form
       acceptable to the Banks.



                                    Page 100
<Page>

                                   Schedule 5


                          Form of Transfer Certificate

                          (referred to in clause 16.3)

                              Transfer Certificate


Banks are advised not to employ Transfer  Certificates or otherwise to assign or
transfer  interests in the Loan  Agreement  without  further  ensuring  that the
transaction  complies with all applicable  laws and  regulations,  including the
Financial Services Act 1986 and regulations made thereunder and similar statutes
which may be in force in other jurisdictions

To:    [o],  as agent on its own behalf  and for and on behalf of the  Borrower,
       the Security Agent and the Banks defined in the Loan  Agreement  referred
       to below.

                                                                    o 200o
       Attention: [o]

This certificate ("Transfer  Certificate") relates to a Loan Agreement dated [o]
2001 (the "Loan Agreement") and made between (1) Golar Gas Holding Company, Inc.
(the "Borrower"),  (2) Christiania Bank og Kreditkasse ASA, Den norske Bank ASA,
Citibank,  N.A. and Fortis Bank  (Nederland)  N.V.  (3), the banks and financial
institutions  defined therein as banks (the "Banks"),  (4)  Christiania  Bank og
Kreditkasse  ASA as  Administrative  Agent,  (5) Den norske Bank ASA as Security
Agent  and (6)  Citibank,  N.A.  as Book  Runner  for a loan  facility  of up to
USD325,000,000.  Terms defined in the Loan  Agreement  shall,  unless  otherwise
defined herein, have the same meanings herein as therein.

In this Certificate:

the "Transferor" means [full name] of [lending office]; and

the "Transferee" means [full name] of [lending office].

1      The  Transferor  with full  title  guarantee  assigns  to the  Transferee
       absolutely all rights and interests (present, future or contingent) which
       the Transferor has as a Bank under or by virtue of the Loan Agreement and
       all the  Security  Documents  in relation to [ ] per centum ([ ]%) of the
       Contribution  of the Transferor (or its  predecessors in title) which are
       set out below:


                                    Page 101
<Page>

         Date of Contribution                        Amount

         [o]                                         USD [o]

2      By  virtue  of  this  Transfer  Certificate  and  clause  15 of the  Loan
       Agreement,  the  Transferor  is  discharged  [entirely  from its  undrawn
       Commitment  which  amounts to USD[o]]  [from [o] per centum ([o]%) of its
       undrawn Commitment, which percentage represents USD[o]].]

3      The Transferee hereby requests the Borrower,  the  Administrative  Agent,
       the Security  Agent and the Banks to accept the  executed  copies of this
       Transfer  Certificate as being delivered pursuant to and for the purposes
       of clause 15.3 of the Loan  Agreement so as to take effect in  accordance
       with the terms thereof on [date of transfer].

4      The Transferee:

       (i)    confirms that it has received a copy of the Loan Agreement and the
              Security   Documents   together  with  such  other  documents  and
              information as it has required in connection  with the transaction
              contemplated thereby;

       (ii)   confirms that it has not relied and will not hereafter rely on the
              Transferor,  the  Administrative  Agent or the  Security  Agent to
              check  or  enquire  on its  behalf  into the  legality,  validity,
              effectiveness,  adequacy,  accuracy  or  completeness  of the Loan
              Agreement,  any of the Security Documents or any such documents or
              information;

       (iii)  agrees that it has not relied and will not rely on the Transferor,
              the  Administrative  Agent,  the  Security  Agent or the  Banks to
              assess or keep under review on its behalf the financial condition,
              creditworthiness,  condition,  affairs,  status  or  nature of the
              Borrower or any other Security Party (save as otherwise  expressly
              provided therein);

       (iv)   warrants  that it has power and authority to become a party to the
              Loan  Agreement  and has taken all  necessary  action to authorise
              execution of this Transfer Certificate and to obtain all necessary
              approvals and consents to the assumption of its obligations  under
              the Loan Agreement and the Security Documents;

       (v)    acknowledges and accepts the provisions of paragraph 4(iii) above;
              and

       (vi)   if not already a Bank, appoints the Administrative Agent to act as
              its agent and the Security Agent to act as its trustee as provided
              in the Agreement and the Security Documents and agrees to be bound
              by the terms of the Agency Agreement.

                                    Page 102
<Page>

5      The Transferor:

       (i)    warrants  to the  Transferee  that it has full power to enter into
              this  Transfer  Certificate  and has  taken all  corporate  action
              necessary to authorise it to do so;

       (ii)   warrants  to the  Transferee  that this  Transfer  Certificate  is
              binding on the Transferor under the laws of England,  [the country
              in which the Transferor is  incorporated  and the country in which
              its lending office is located]; and

       (iii)  agrees that it will,  at its own  expense,  execute any  documents
              which the  Transferee  reasonably  requests for  perfecting in any
              relevant  jurisdiction the Transferee's  title under this Transfer
              Certificate or for a similar purpose.

6      The  Transferee  hereby  undertakes  with the  Transferor and each of the
       other parties to the Loan Agreement and the other Security Documents that
       it will perform in accordance with its terms all those  obligations which
       by the terms of the Loan Agreement and the other Security  Documents will
       be assumed by it after  delivery of the executed  copies of this Transfer
       Certificate  to  the   Administrative   Agent  and  satisfaction  of  the
       conditions  (if  any)  subject  to which  this  Transfer  Certificate  is
       expressed to take effect.

7      By  execution  of  this  Transfer  Certificate  on  their  behalf  by the
       Administrative  Agent  and  in  reliance  upon  the  representations  and
       warranties of the Transferee, the Borrower, the Administrative Agent, the
       Security Agent,  the Book Runner and the Banks accept the Transferee as a
       party to the Loan  Agreement and the Security  Documents  with respect to
       all  those  rights  and/or  obligations  which  by the  terms of the Loan
       Agreement and the Security  Documents  will be assumed by the  Transferee
       (including those about pro-rata sharing and the exclusion of liability on
       the part of, and the indemnification of, the Administrative Agent and the
       Security  Agent  as  provided  by  the  Agency  Agreement  and  the  Loan
       Agreement)  after  delivery  of the  executed  copies  of  this  Transfer
       Certificate  to  the   Administrative   Agent  and  satisfaction  of  the
       conditions  (if  any)  subject  to which  this  Transfer  Certificate  is
       expressed to take effect.


                                    Page 103
<Page>

8      None of the Transferor, the Administrative Agent, the Security Agent, the
       Book Runner or the Banks:

       (i)    makes   any   representation   or   warranty   nor   assumes   any
              responsibility   with   respect   to   the   legality,   validity,
              effectiveness,  adequacy or enforceability of the Agreement or any
              of the Security Documents or any document relating thereto;

       (ii)   assumes any  responsibility  for the  financial  condition  of the
              Borrower  or any  other  Security  Party or any  party to any such
              other  document  or for  the  performance  and  observance  by the
              Borrower  or any  other  Security  Party or any  party to any such
              other document (save as otherwise  expressly provided therein) and
              any and all such  conditions and  warranties,  whether  express or
              implied  by law or  otherwise,  are  hereby  excluded  (except  as
              aforesaid).

9      The Transferor and the Transferee each undertake that they will on demand
       fully  indemnify  the  Administrative  Agent  and the  Security  Agent in
       respect of any claim,  proceeding,  liability or expense which relates to
       or results from this Transfer Certificate or any matter concerned with or
       arising out of it unless caused by the Administrative Agent's or Security
       Agent's gross negligence or wilful misconduct, as the case may be.

10     The  agreements  and  undertakings  of the  Transferee  in this  Transfer
       Certificate are given to and for the benefit of and made with each of the
       other parties to the Agreement and the Security Documents.

11     This  Transfer  Certificate  shall  be  governed  by,  and  construed  in
       accordance with, English law.


                                    Page 104
<Page>

       Transferor                                  Transferee



       By:                                         By:



       Dated:                                      Dated:



       Agent



       Agreed for and on behalf of itself as  Administrative
       Agent,  the Borrower,  the Security  Agent,  the Book
       Runner, the Banks and all other parties to the Agency
       Agreement


       DEN NORSKE BANK ASA



       By:


       Dated:

       Note:  The execution of this Transfer  Certificate alone may not transfer
              a proportionate share of the Transferor's interest in the security
              constituted  by the  Security  Documents  in the  Transferor's  or
              Transferee's  jurisdiction.  It  is  the  responsibility  of  each
              individual  Bank to  ascertain  whether  any other  documents  are
              required to perfect a transfer of such a share in the Transferor's
              interest in such security in any such  jurisdiction and, if so, to
              seek appropriate advice and arrange for execution of the same.



                                    Page 105
<Page>

                                  The Schedule



Outstanding Contribution                            USD [o]
Undrawn Commitment ($)                              USD [o]
Portion Transferred                                 [o]%



                      Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person
(Loan Administration Department):

Telephone:
Fax:

Contact Person
(Credit Administration Department):

Telephone:
Fax:

Account for payments:


                                    Page 106
<Page>

                                   Schedule 6
                         Calculation of Additional Cost

1      The Additional Cost is an addition to the interest rate to compensate the
       Banks for the cost of compliance with (a) the requirements of the Bank of
       England and/or the Financial  Services Authority (or, in either case, any
       other  authority  which  replaces all or any of its functions) or (b) the
       requirements of the European Central Bank.

2      On the  first  day of  each  Interest  Period  (or as  soon  as  possible
       thereafter) the  Administrative  Agent shall  calculate,  as a percentage
       rate, a rate (the  "Additional  Cost Rate") for each Bank,  in accordance
       with the paragraphs set out below. The Additional Cost will be calculated
       by  the  Administrative  Agent  as  a  weighted  average  of  the  Banks'
       Additional  Cost Rates (weighted in proportion to the Commitments of each
       Bank in the Loan) and will be expressed as a percentage rate per annum.

3      The  Additional  Cost  Rate  for any Bank  lending  from an  office  in a
       Participating  Member State will be the percentage  notified by that Bank
       to the  Administrative  Agent as the cost of  complying  with the minimum
       reserve requirements of the European Central Bank.

4      The  Additional  Cost  Rate for any Bank  lending  from an  office in the
       United Kingdom will be calculated by the Administrative Agent as follows:

       (a)    in relation to an amount in Sterling:

              [OBJECT OMITTED]per cent. per annum

       (b)    in relation to an amount in any currency other than Sterling:

              [OBJECT OMITTED]per cent. per annum.

       Where:

       A      is the percentage of Eligible Liabilities (assuming these to be in
              excess of any stated minimum) which that Bank is from time to time
              required to maintain as an interest  free cash ratio  deposit with
              the Bank of England to comply with cash ratio requirements.

       B      is the percentage  rate of interest  (excluding the Margin and the
              Additional  Cost) payable for the relevant  Interest Period on the
              Loan.

       C      is the percentage (if any) of Eligible Liabilities which that Bank
              is required  from time to time to  maintain  as  interest  bearing
              Special Deposits with the Bank of England.


                                    Page 107
<Page>

       D      is the percentage rate per annum payable by the Bank of England to
              the Administrative Agent on interest bearing Special Deposits.

       E      is the  rate  of  charge  payable  by that  Bank to the  Financial
              Services Authority pursuant to the Fees Regulations (but, for this
              purpose,  ignoring any minimum fee  required  pursuant to the Fees
              Regulations) and expressed in pounds per  (pound)1,000,000  of the
              Fee Base of that Bank.

5      For the purposes of this schedule:

       (a)    "Eligible  Liabilities"  and "Special  Deposits" have the meanings
              given to them from time to time under or  pursuant  to the Bank of
              England  Act  1998  or (as  may be  appropriate)  by the  Bank  of
              England;

       (b)    "Fees   Regulations"   means  the   Banking   Supervision   (Fees)
              Regulations  2001 or such  other  law or  regulation  as may be in
              force  from time to time in  respect  of the  payment  of fees for
              banking supervision;

       (c)    "Fee Base" has the meaning  given to it, and will be calculated in
              accordance with, the Fees Regulations; and

       (d)    "Participating  Member  State"  means  any  member  state  of  the
              European  Communities  that  adopts or has adopted the euro as its
              lawful  currency in accordance  with  legislation  of the European
              Union relating to European Monetary Union.

6      In application of the above  formulae,  A, B, C and D will be included in
       the formulae as  percentages  (i.e.  5 per cent.  will be included in the
       formula as 5 and not as 0.05). A negative  result obtained by subtracting
       D from B shall be taken as zero.  The resulting  figures shall be rounded
       to four decimal places.

7      Each Bank shall  supply any  information  required by the  Administrative
       Agent for the  purpose  of  calculating  its  Additional  Cost  Rate.  In
       particular, but without limitation,  each Bank shall supply the following
       information  in  writing  on or prior to the date on which it  becomes  a
       Bank:

       (a)    its  jurisdiction  of  incorporation  and the  jurisdiction of the
              office  through which it will perform its  obligations  under this
              Agreement; and

       (b)    any other information that the Administrative Agent may reasonably
              require for such purpose.

       Each Bank shall promptly  notify the  Administrative  Agent in writing of
       any change to the information provided by it pursuant to this paragraph.


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8      The  percentages  or rates of charge of each Bank for the purpose of A, C
       and E above shall be  determined by the  Administrative  Agent based upon
       the  information  supplied to it pursuant to paragraph 7 above and on the
       assumption that, unless a Bank notifies the  Administrative  Agent to the
       contrary,  each Bank's  obligations  in relation to cash ratio  deposits,
       Special  Deposits  and the  Fees  Regulations  are the same as those of a
       typical bank from its jurisdiction of incorporation with an office in the
       same  jurisdiction  as the  office  through  which it is  performing  its
       obligations under this Agreement.

9      The  Administrative  Agent shall have no  liability to any person if such
       determination  results  in an  Additional  Cost Rate  which over or under
       compensates any Bank and shall be entitled to assume that the information
       provided  by any Bank  pursuant to  paragraphs  3 and 7 above is true and
       correct in all respects.

10     The Administrative Agent shall distribute the additional amounts received
       as a result of the  Additional  Cost to the  Lenders  on the basis of the
       Additional Cost Rate for each Bank based on the  information  provided by
       each Bank pursuant to paragraphs 3 and 7 above.

11     Any determination by the  Administrative  Agent pursuant to this schedule
       in relation to a formula, the Additional Cost, an Additional Cost Rate or
       any amount payable to a Bank shall,  in the absence of manifest error, be
       conclusive and binding on all the parties to this Agreement.

12     The  Administrative  Agent may from time to time, after consultation with
       the  Borrower and the Banks,  determine  and notify to all the parties to
       this  Agreement  any  amendments  which are  required  to be made to this
       schedule  in order to comply  with any change in law,  regulation  or any
       requirements  from  time to time  imposed  by the  Bank of  England,  the
       Financial  Services  Authority or the  European  Central Bank (or, in any
       case, any other authority which replaces all or any of its functions) and
       any such  determination  shall,  in the  absence of  manifest  error,  be
       conclusive and binding on all the parties to this Agreement.


                                    Page 109
<Page>

                                   Schedule 7

       Form of officer's certificate (referred to in clause 8.1(e)(ii)(D))


                   Officer's Certificate issued pursuant to a
                USD325,000,000 Term Loan Agreement dated [o] 2001

I, [o], the Chief  Financial  Officer of Golar Gas Holding  Company,  Inc.  (the
"Borrower"), hereby certify that:

1      Attached  hereto are the latest [Annual  Financial  Statements][Quarterly
       Financial  Statements]  for the [o] period  ended on [o] (the  "Reference
       Date") for the Borrower.  Such  financial  statements  [were  prepared in
       accordance  with GAAP]  [were not  prepared in  accordance  with GAAP and
       attached  hereto is a statement  of the full  details of the  adjustments
       required to such statements to reflect GAAP as necessary to calculate the
       amounts referred to in paragraph 2 below].

2      Attached hereto is a statement of the respective amounts of:

       o      the Cash  Balances[,  the Cash Reserve] and Minimum Free Available
              Cash

       o      Current  Assets,  Current  Liabilities  and the current portion of
              Long Term Debt

       o      Annualised EBITDA and Interest Expense

       o      Net Debt,

       as at, and for each relevant period ended on, the Reference Date.

3      The Borrower has complied with each of the financial undertakings set out
       in  clause  8.5 of the  Loan  Agreement  and  is  not in  default  in the
       performance  or  observance  of  any  of  such  covenants   [specify  any
       exceptions].

4      As at [date] no Default  has  occurred  and is  continuing  [specify  any
       exceptions].

5      The person  executing this certificate on our behalf has full information
       concerning  our financial  affairs and has executed the same after having
       made due  investigation and enquiry as to the accuracy of the information
       herein contained.


                                    Page 110
<Page>

Terms used herein and not otherwise  defined  herein shall have the meanings set
forth in the said Loan  Agreement.  This  certificate  is  rendered  pursuant to
clause 8.1(e)(ii)(D) of the Loan Agreement.

IN WITNESS WHEREOF, the undersigned has set his hand this [o] day of [o] [20o].

GOLAS GAS HOLDING COMPANY, INC.

By: ...................................................
       Chief Financial Officer




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<Page>

The Borrower

SIGNED by PETER COSTALAS                              )
for and on behalf of                                  )
GOLAR GAS HOLDING COMPANY, INC.                       )
pursuant to a Power of Attorney                       )   PETER COSTALAS
dated 31 May 2001                                     )   Attorney-in-fact



Christiania Bank og Kreditkasse ASA

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
CHRISTIANIA BANK OG KREDITKASSE ASA                   )
- Part of Nordea                                      )
as the Administrative Agent,                          )
a Lead Arranger, a Swap Bank and as a Bank            )
pursuant to a Power of Attorney                       )   AMANDA CLIFFORD
dated 30 May 2001                                     )   Attorney-in-fact



Den norske Bank ASA

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
DEN NORSKE BANK ASA                                   )
as the Security Agent,                                )
a Lead Arranger, a Swap Bank and as a Bank            )
pursuant to a Power of Attorney                       )   AMANDA CLIFFORD
dated 30 May 2001                                     )   Attorney-in-fact



Citibank, N.A.

SIGNED by SIMON BOOTH                                 )
for and on behalf of                                  )
CITIBANK, N.A.                                        )
as the Book Runner, a Lead Arranger and as a Bank     )   SIMON BOOTH
by its authorised signatory                           )   Authorised signatory



Fortis Bank (Nederland) N.V.

SIGNED by AMANDA CLIFFORD                             )
for and on behalf of                                  )
FORTIS BANK (NEDERLAND) N.V.                          )
as a Lead Arranger and as a Bank                      )
pursuant to a Power of Attorney                       ) AMANDA CLIFFORD
dated 30 May 2001                                     ) Attorney-in-fact



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