<Page>
                                                                     Exhibit 4.3


                    Dated as of the 26th day of November 1997

                              Secured Loan Facility
                             of up to US$214,500,000
                                     made by

                                 BANK OF TAIWAN
                               (as Lead Arranger)

                            CREDIT AGRICOLE INDOSUEZ
                             THE FUJI BANK, LIMITED
                      THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                 (as Arrangers)

                 CREDIT LYONNAIS, OFFSHORE BANKING UNIT, TAIPEI
                               (as Senior Manager)

                      THE BANKS and FINANCIAL INSTITUTIONS
                            referred to in Schedule 1
                                  (the Lenders)

                                       and

                   INDOSUEZ ASIA SHIPFINANCE SERVICES LIMITED
                                   (as Agent)

                                       to

                        FARAWAY MARITIME SHIPPING COMPANY
                                  (as Borrower)
-------------------------------------------------------------------------------

                    AMENDED AND RESTATED FINANCIAL AGREEMENT

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

<Page>

                                    CONTENTS


Clause   Heading                                                   Page No.
------   -------                                                   --------

1.       Purpose and Definitions..........................................4
2.       The Facility....................................................15
3.       Interest and Interest Periods...................................17
4.       Repayment and Prepayment........................................18
5.       Fees and Expenses...............................................18
6.       Payments and Taxes; Accounts and Calculations...................19
7.       Representations and Warranties..................................21
8.       Undertakings....................................................25
9.       Conditions......................................................30
10.      Events of Default...............................................31
11.      Indemnities.....................................................34
12.      Unlawfulness, Increased Costs, Alternative Interest Rates.......35
13.      Security and Set-off............................................33
14.      Assignment and Lending Offices..................................40
15.      Agent and the Lenders...........................................42
16.      Notices and other Matters.......................................42
17.      Law and Jurisdiction............................................43


SCHEDULES
---------
1.       The Lenders and their Commitments...............................48
2.       Form of Drawdown Notice.........................................49
3.       List of Documents and Evidence..................................50
4.       Repayment Schedule..............................................57
5.       Form of Transfer Certificate....................................58


                                     Page 2
<Page>

APPENDICES
----------

I.       Form of Charter Assignment
II.      Form of Collateral Agreement
III.     Form of Contract Assignment
IV.      Form of Deed of Charge
V.       Form of General Assignment
VI.      Form of Guarantee and Swap Receipts Assignment
VII.     Form of Management Contracts Assignment
VIII.    Form of Mortgage















                                     Page 3
<PAGE>

THIS  AGREEMENT is made as of the 26th day of November One thousand nine hundred
and ninety-seven

BETWEEN:

(1)  FARAWAY MARITIME SHIPPING COMPANY, as borrower;

(2)  BANK OF TAIWAN, as lead arranger;

(3)  CREDIT AGRICOLE INDOSUEZ, THE FUJI BANK, LIMITED and THE INDUSTRIAL BANK OF
     JAPAN, LIMITED, as arrangers;

(4)  CREDIT LYONNAIS, OFFSHORE BANKING UNIT, TAIPEI, as senior manager;

(5)  THE BANKS AND FINANCIAL INSTITUTIONS referred to in Schedule 1, as lenders;
     and

(6)  INDOSUEZ ASIA SHIPFINANCE SERVICES LIMITED, as agent and security trustee.

BY WHICH IT IS AGREED as follows:

1.        PURPOSE AND DEFINITIONS

1.01      This Agreement  sets out the terms and conditions  upon and subject to
          which the Lenders  agree to make  available  to the Borrower a secured
          loan of up to Dollars Two hundred and  fourteen  million  five hundred
          thousand  ($214,500,000)  or (subject  as provided in Clause  2.01(b))
          such lesser amount as represents seventy eight per centum (78%) of the
          Total  Project  Cost  to be used  for the  purpose  of  assisting  the
          Borrower  in  financing  its   acquisition  of  the  Vessel  (as  such
          capitalised terms are defined below).

1.02      In this Agreement, unless the context otherwise requires:

          "Additional  Swap  Agreements"   means  each  interest  rate  exchange
          agreement  approved  by the  Agent  made  or to be  made  between  the
          Borrower and any party who is not a Counterparty  on terms whereby the
          Borrower  agrees to pay a fixed amount of interest on 28th June and/or
          28  December  of any year,  and  includes  any  renewal,  replacement,
          substitute or addendum to such agreement made from time to time;

          "Advance"  means  each  borrowing  of a portion of the  Commitment  in
          respect of the  Contract  Price  Tranche  or the Fees and  Development
          Costs  Tranche by the  Borrower or (as the context  may  require)  the
          principal amount of such borrowing for the time being outstanding;

                                     Page 4
<Page>

          "Affiliate" means of any person means any other person which, directly
          or indirectly, controls or is controlled by or is under common control
          with such person;  for the purposes of this definition  "control" when
          used with  respect to any  specified  person means the power to direct
          the  management  and policies of such person,  directly or indirectly,
          whether  through  ownership  of  voting  securities,  by  contract  or
          otherwise,  and the terms "controlling" and "controlled" have meanings
          correlative to the foregoing;

          "Agent" means Indosuez Asia Shipfinance  Services  Limited,  a company
          incorporated under the laws of Hong Kong, having its registered office
          at 45th Floor, One Exchange Square, 8 Connaught Place,  Central,  Hong
          Kong or such other  person as may be  appointed  as agent and security
          trustee for the Lenders pursuant to the Security Sharing Agreement;

          "Arrangers" means Credit Agricole Indosuez, The Fuji Bank, Limited and
          The  Industrial  Bank of Japan,  Limited,  being  three of the Lenders
          under this Agreement and arrangers of this facility, and references to
          "the Arrangers" shall be construed as including the Lead Arranger;

          "Assignee" has the meaning ascribed thereto in Clause 14.03;

          "Bank  Guarantee" means the bank guarantee issued or to be issued by a
          Bank  Guarantor in favour of the Borrower  pursuant to Section 13.3 of
          the Contract, in the form annexed as Appendix 3 to the Contract;

          "Bank Guarantor" means each first-class European,  American, Japanese,
          Hong  Kong or  Taiwanese  bank  or  group  of  banks  to  issue a Bank
          Guarantee in accordance with the terms of the Contract;

          "Banking Day" means, a day  (excluding  Saturday) on which dealings in
          deposits in Dollars are carried on in the London  interbank market and
          (if  payment is  required  to be made on such day) on which  banks are
          open for business in London, New York, Paris, Singapore, Tokyo, Taipei
          and Hong Kong and any other  relevant  place of payment under Clause 6
          and in respect of notices,  requests, demands and other communications
          under Clause  16.01,  means a day on which banks are open for business
          in the country of the addressee;

          "Borrowed Money" means  Indebtedness  incurred in respect of (i) money
          borrowed or raised,  (ii) any bond,  note,  loan stock,  debenture  or
          similar instrument, (iii) acceptance or documentary credit facilities,
          (iv)  deferred  payments for assets or services  acquired,  (v) rental
          payments  under  leases  (whether  in  respect  of  land,   machinery,
          equipment or otherwise)  entered into primarily as a method of raising
          finance or of financing  the  acquisition  of the asset  leased,  (vi)
          guarantees,  bonds,  stand-by  letters of credit or other  instruments
          issued in  connection  with the  performance  of  contracts  and (vii)
          guarantees or other  assurances  against  financial loss in respect of
          Indebtedness  of any person  falling  within any of paragraphs  (i) to
          (vi) above;

                                     Page 5
<Page>

          "Borrower" means  FARAWAY  MARITIME   SHIPPING   COMPANY,   a  company
          incorporated  under the laws of the  Republic of  Liberia,  having its
          registered office at 80 Broad Street, Monrovia, Republic of Liberia;

          "Builder" means Mitsubishi Heavy Industries, Ltd., of Japan;

          "Cash  Available"  means,  in respect of each  repayment  period,  the
          aggregate of (i) the Owner's Cost Component, and (ii) a portion of the
          Operating Cost Component equal to the amount of Taxes (as that term is
          defined in the  Collateral  Agreement)  deducted from the Owner's Cost
          Component,  actually  received by the Borrower  during that  repayment
          period;

          "Chargors" means together CPC, Oxbow and Golar Maritime, and "Chargor"
          means each or any one of them as the context may require;

          "Charter" means the time charterparty  dated 2nd July 1997 a certified
          true  copy of which  has been  provided  to the  Agent,  entered  into
          between the Borrower and the Charterer for the Vessel to be on hire to
          the  Charterer  throughout  the Loan  Period at a rate of  charterhire
          sufficient to enable the Borrower to meet its  obligations  under this
          Agreement and the Security Documents and the operating expenses of the
          Vessel;

          "Charter  Assignment"  means the  assignment of the Charter to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix I hereto;

          "Charterer" means Perusahaan  Pertambangan  Minyak dan Gas Bumi Negara
          (Pertamina), a state enterprise of the Republic of Indonesia having an
          office at Gedung Patra,  Second  Floor,  Jalan Gatot  Soebroto  32-34,
          Jakarta Selatan, Republic of Indonesia;

          "Charterer's  Consent"  means  the  consent  of the  Charterer  to the
          Charter  Assignment and certain of the other Security Documents in the
          form attached as Schedule 2 to the Charter Assignment;

          "Collateral  Agreement" means the agreement made or to be made between
          the  Borrower,  the Trustee,  the Lenders and the Agent  governing the
          accounts  for the receipt and  application  of  charterhire  and other
          earnings  of the  Vessel,  being in the form  attached  as Appendix II
          hereto;

          "Commitment"  means in relation to each Lender the amount set opposite
          its name in Schedule  1, being the amount  which such Lender will make
          available  to the Borrower  hereunder,  and in relation to the Lenders
          together means the aggregate  thereof,  in each case as reduced by any
          relevant term of this Agreement;

                                     Page 6
<Page>

          "Contract"  means the  shipbuilding and sales contract dated 14th June
          1997,  together  with  all  assignments,  amendments,   modifications,
          supplements  and addenda  thereto from time to time,  and made between
          the  Contractor  of the one part and the  Borrower of the second part,
          with the consent and agreement of the Builder  whereby the  Contractor
          and the Builder have agreed to build, launch, complete and deliver the
          Vessel  to the  Borrower,  a  certified  true  copy of which  has been
          delivered to the Agent;

          "Contract  Assignment" means the assignment of the Contract to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix III hereto;

          "Contract  Price" means the total price payable by the Borrower to the
          Contractor  for the Vessel  under the  Contract,  namely  Dollars  Two
          hundred and thirty five million ($235,000,000);

          "Contract  Price Tranche" means that part of each Lender's  Commitment
          or Contribution  which is available or has been drawn down to meet the
          whole or part of an  instalment  of the  Contract  Price under  Clause
          2.04;

          "Contractor"  means Mitsubishi  Corporation  (Hong Kong) Ltd., of Hong
          Kong;

          "Contribution"  means  the  principal  amount  of the Loan  owing to a
          Lender at any relevant time;

          "Counterparties"  means  any of  (i)  the  Lenders,  and/or  (ii)  any
          subsidiary or holding company of a Lender which is approved in writing
          by the Agent acting on the instructions of the Arrangers,  as the case
          may be, which enters into a Swap Agreement with the Borrower;

          "CPC" means  Chinese  Petroleum  Corporation,  a company  incorporated
          under the laws of the Republic of China,  having its principal  office
          at 83 Section 1, Chung Hwa Road,  10031  Taipei,  Taiwan,  Republic of
          China;

          "Debt/Equity  Ratio" means at any  relevant  time the ratio of (i) the
          aggregate  amount  drawn down by the  Borrower  under  this  Agreement
          against (ii) the  aggregate  amount of paid  capital and  subordinated
          shareholders loan made available to the Borrower by the Chargors;

          "Debt  Service  Reserve"  has  the  meaning  ascribed  to  it  in  the
          Collateral Agreement;

          "Deed of  Charge"  means the deed of charge  whereby  the whole of the
          issued and  outstanding  share  capital of the  Borrower is charged in
          favour of the Agent (in its  capacity as  security  trustee for and on
          behalf of the  Counterparties  and the Lenders) to be made between the
          Chargors  and the Agent as  security  for the  Borrower's  obligations
          under  this  Agreement,  being in the form  attached  as  Appendix  IV
          hereto;


                                     Page 7
<Page>

          "Deed of Guarantee"  means the performance  guarantee issued by Osprey
          Maritime  Limited in favour of the  Charterer,  in the form annexed as
          Exhibit B to the Charter;

          "Default"  means any Event of  Default  or any  event  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;

          "Delivery  Date"  means the date,  being a Banking  Day,  on which the
          Vessel is  delivered  to,  and  accepted  by, the  Borrower  under the
          Contract;

          "Development  Costs"  means all costs in relation to the  construction
          and outfitting of the Vessel  including but not limited to consultancy
          and  legal  services,  administration,   plan  approval,  supervision,
          initial stores, positioning costs and spares;

          "Dollars"  and "$" mean  the  lawful  currency  at any  relevant  time
          hereunder  of the  United  States of  America  and in  respect  of all
          payments to be made under this  Agreement or any of the other 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,  in respect of each Advance,  the date being a
          Banking Day during the Drawdown Period, on which such Advance is or is
          to be advanced;

          "Drawdown  Notice"  means  a  notice  substantially  in the  terms  of
          Schedule 2;

          "Drawdown Period" means the period from the date of this Agreement and
          ending on 31st December 2000 or the period ending on such earlier date
          (if any) (i) which is the Delivery Date or (ii) on which the aggregate
          of all  Advances is equal to the total of the  Commitment  or (iii) on
          which the  Commitment  is reduced to zero  pursuant to Clause 10.02 or
          12;

          "Earnings  Account"  has the  meaning  ascribed  to  such  term in the
          Collateral Agreement;

          "Encumbrance" means any mortgage,  charge (whether fixed or floating),
          pledge,  lien  (save  for  those  arising  in  the  normal  course  of
          business),  hypothecation,  assignment,  security  interest  or  other
          encumbrance of any kind securing or any right conferring a priority of
          payment in respect of any obligation of any person;

          "Event of Default" means any of the events or circumstances  described
          in Clause 10.01;

          "Fee Letter" means the letter agreement made or to be made between the
          Borrower and the Agent  relating to the  Lenders'  and the  Arrangers'
          management fee and an annual agency fee;

          "Fees and Development  Costs Tranche" means that part of each Lender's
          Commitment  and/or  Contribution  which is available  for, or is drawn
          down to make, payment of:


                                     Page 8
<Page>

          (i)  Development Costs pursuant to the terms of Clause 2.04(b)(i); and

          (ii) interest,  commitment  fees,  trustee fees,  management  fees and
               agency fees prior to the Delivery  Date  pursuant to the terms of
               Clause 2.05(b),

          not  exceeding  in  aggregate  Dollars  Thirty one million two hundred
          thousand ($31,200,000);

          "Final Fees and Development Costs Amount" means an amount comprising:

          (i)  expenses,  approved by the Agent against presentation of invoices
               and/or receipts, in respect of permissible Development Costs; and

          (ii) a further amount to fund interest,  commitment  fees,  management
               fees, agency fees and trustee fees unpaid at the Delivery Date in
               respect of the period  commencing  on the last  Interest  Payment
               Date before the  Delivery  Date and ending on the Funded  Amounts
               Date,

          calculated by the Agent so that the  aggregate  of the Final  Fees and
          Development  Costs  Amount  and all  Advances  made at any time  under
          Clause  2.04(a) and Clause  2.04(b)  does not exceed the lesser of (a)
          Dollars  Two  hundred  and  fourteen  million  five  hundred  thousand
          ($214,500,000),  and (b) seventy  eight per centum  (78%) of the Total
          Project Cost;

          "Final Maturity Date" means 28th June 2013;

          "First Hire  Payment  Date" has the  meaning  ascribed to such term in
          section 1.20 of the Charter;

          "First Repayment Date" means 28th June 2001;

          "Floating  Rate"  means  the  rate  of  interest  for the  time  being
          chargeable on the Loan, determined in accordance with Clause 3.02;

          "Funded  Amounts  Date" means the date notified by the Borrower to the
          Agent, in the Drawdown Notice relating to the final  instalment of the
          Contract Price Tranche, being a date not more then ten (10) days after
          the  Delivery  Date which the Borrower  anticipates  will be the First
          Hire Payment Date;

          "General   Assignment"   means  the  assignment  of  all   insurances,
          requisition compensation and earnings (excluding charterhire) relating
          to the Vessel to be made  between the  Borrower  and the Agent (in its
          capacity as security  trustee for and on behalf of the  Counterparties
          and the Lenders) as security for the Borrower's obligations under this
          Agreement, being in the form attached as Appendix V hereto;

          "GLIL" means Gotaas - Larsen  International  Ltd., of 80 Broad Street,
          Monrovia, Liberia;

          "Golar   Maritime"   means  Golar  Maritime  (Asia)  Inc.,  a  company
          incorporated  under the laws of the  Republic of  Liberia,  having its
          registered office at 80 Broad Street, Monrovia, Republic of Liberia;


                                     Page 9
<Page>

          "Good Management  Undertaking" means the letter of undertaking of even
          date  herewith  between  Golar Gas Holding  Company Inc. and the Agent
          relating  to  the   obligations  of  GLIL  under  the   Sub-management
          Agreement;

          "Guarantee and Swap Receipts  Assignment"  means the assignment of the
          Bank Guarantee,  the Performance Bond and the Refund Guarantees and of
          the moneys payable to the Borrower under the Swap Agreement to be made
          between  the  Borrower  and the Agent  (in its  capacity  as  security
          trustee for and on behalf of the  Counterparties  and the  Lenders) as
          security for the Borrower's obligations under this Agreement, being in
          the form attached as Appendix VI hereto;

          "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, primary or collateral, several or joint,
          secured or unsecured;

          "Indonesian  Taxes" has the  meaning  ascribed to such term in section
          1.30 of the Charter;

          "Information   Memorandum"  means  the  information  memorandum  dated
          November  1997,  describing,   amongst  other  matters,  the  Relevant
          Documents  and  the  Vessel,  the  transactions  contemplated  by this
          Agreement and other related matters;

          "Interest Payment Date" means the last day of each Interest Period;

          "Interest  Period" means in relation to each Advance and the Loan each
          period for the  calculation  of interest in respect of such Advance or
          the Loan  ascertained  in accordance  with Clauses 3.02 and 3.03,  but
          subject to Clause 12.03;

          "Lead Arranger"  means Bank of Taiwan,  being one of the Lenders under
          this Agreement and the lead arranger of this facility;

          "Lenders"  means the banks and other  financial  institution  or their
          associates  listed in Schedule 1 (including any other branch or office
          through  which  each  such  Lender  may be  acting  from  time to time
          pursuant  to Clause  14.06)  and  includes  the  successors  in title,
          Assignees  and  Transferees  of the Lenders or any or each of them, as
          the case may be, and  "Lender"  means any of them as the  context  may
          require;

          "Letters of Undertaking" means the letters of undertaking bearing even
          date with this Agreement  written by parties approved by the Agent and
          addressed to the Agent,  certified  copies of which have been given to
          each of the Lenders and "Letter of Undertaking"  means each and any of
          them;

          "Libor" means, in relation to a particular period, the arithmetic mean
          (rounded  upward if necessary  to five  decimal  places) of the London
          Interbank  offered rate for Dollar deposits for a period equal to such
          period at or about 11 a.m.  (London  time) on the second  Banking  Day
          before the first day of such period as  displayed  on the page 3750 on
          the  Telerate  screen  (or such  other  page as may from  time to time
          replace  such page for the  purpose  of  displaying  London  Interbank
          offered rates of major banks for Dollar deposits), provided that if on
          such date the offered  rates of less than two banks are so  displayed,
          Libor for such period shall be the arithmetic mean (rounded upwards as
          aforesaid)  of the rates  respectively  quoted to the Agent by each of
          the Lead  Arranger  and the  Arrangers  at the request of the Agent as
          such  Arranger's  offered  rate  for  Dollar  deposits  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 a.m. (London time) on the
          second Banking Day before the first day of such period;


                                    Page 10
<Page>

          "Loan" means the aggregate principal amount owing to the Lenders under
          this Agreement at any relevant time;

          "Loan Period" means the period from the date of this  Agreement to the
          date upon which all moneys owing by the Borrower to the Lenders and/or
          the  Agent  under  or  pursuant  to this  Agreement  and the  Security
          Documents are paid in full;

          "Majority Lenders" means Lenders, the aggregate of whose Contributions
          equals or  exceeds  seventy  five per  centum  (75.0%) of the Loan or,
          prior to  drawdown of the Loan,  the  aggregate  of whose  Commitments
          equals  or  exceeds  seventy  five per  centum  (75.0%)  of the  total
          Commitments of all the Lenders;

          "Management  Agreement" means the ship management agreement made or to
          be made  between the  Borrower  and the Manager  pursuant to which the
          Manager is appointed to provide technical  management of the Vessel, a
          certified true copy of which has been delivered to the Agent;

          "Management   Contracts   Assignment"  means  the  assignment  of  the
          Management  Agreement and the Sub-Management  Agreement to be executed
          by the  Borrower  and the  Manager  in  favour  of the  Agent  (in its
          capacity as security  trustee for and on behalf of the  Counterparties
          and the Lenders) as security for the Borrower's obligations under this
          Agreement, being in the form attached as Appendix VII hereto;

          "Manager" means Aurora  Management Inc. of 80 Broad Street,  Monrovia,
          Republic of Liberia and includes  any  replacement  manager  appointed
          with the approval of the Agent (such  approval not to be  unreasonably
          withheld);

          "Margin"  means  from  the  date  of  drawdown  of the  first  Advance
          hereunder  until the  Delivery  Date,  nought  point four two five per
          centum (0.425%) per annum and thereafter,  nought point eight six five
          per centum (0.865%) per annum;

          "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 the first  preferred  Liberian  ship mortgage of the
          Vessel to be executed by the  Borrower in favour of the Agent  (acting
          in  its  capacity  as  security  trustee  for  and  on  behalf  of the
          Counterparties  and  the  Lenders)  as  security  for  the  Borrower's
          obligations  under  this  Agreement,  being  in the form  attached  as
          Appendix VIII hereto;

          "Net Interest" means, in respect of any Interest Payment Date:

          (a)  the aggregate of (i) the interest  payable by the Borrower  under
               this Agreement and (ii) any amounts payable by the Borrower under
               each Swap Agreement and Additional Swap Agreement;

          less

          (b)  amounts  receivable by the Borrower under each Swap Agreement and
               Additional Swap Agreement,

          in each case on the relevant Interest Payment Date;

          "Outstanding  Indebtedness"  means  the  aggregate  of  the  Loan  and
          interest accrued and accruing  thereon,  all commitment and other fees
          accrued and accruing  hereunder  and all other sums of money from time
          to time owing by the Borrower to the Lenders, or any of them, actually
          or contingently,  under this Agreement and the Security Documents,  or
          any of them;


                                    Page 11
<Page>

          "overall control" means in relation to any company:

          (a)  having the power,  exercisable without the consent or concurrence
               of any other person,  to appoint or remove all or the majority of
               the  directors  of the  company,  provided  nobody  else has such
               power; or

          (b)  owning or controlling  more than half of the issued share capital
               of the company; or

          (c)  owning or  controlling  more than half of the voting power of the
               company;

          "Owner's  Cost  Component"  has the  meaning  ascribed to such term in
          section 1.40 of the Charter;

          "Oxbow" means Oxbow  Holdings Inc., a corporation  incorporated  under
          the laws of the British Virgin Islands,  having its registered  office
          at Drake Chambers, Tortola, British Virgin Islands;

          "Performance  Bond"  means the  performance  bond dated 13th June 1997
          executed by The Tokai Bank,  Ltd. in favour of the Borrower in respect
          of the Builder's  obligations under the Contract,  in the form annexed
          as Appendix I to the Contract;

          "Permitted  Encumbrance" means any Encumbrance created pursuant to the
          Security Documents or permitted to exist pursuant to the terms of this
          Agreement or the Security Documents;

          "Receiver" means any receiver, manager or similar officer appointed by
          the Agent in  respect  of the  security  granted  under  the  Security
          Documents;

          "Receiving  Bank" means Credit  Agricole  Indosuez,  Hong Kong branch,
          42nd - 45th Floor, One Exchange Square, Central, Hong Kong;

          "Refund  Guarantees"  means the refund  guarantees  executed  or to be
          executed by the Bank Guarantors in favour of the Borrower  pursuant to
          the  Contract in the form  annexed as Appendix II to the  Contract and
          "Refund Guarantee" means each or any one of them;

          "Related Company" of a person means any Subsidiary of such person, any
          company of which such person is a Subsidiary and any Subsidiary of any
          such company;

          "Relevant  Documents" means together the Bank Guarantee,  the Charter,
          the Contract,  the Shareholders  Agreement,  the Management Agreement,
          the  Performance   Bond,  the  Refund   Guarantees,   the  Performance
          Guarantee,  the  Sub-management  Agreement,  the Sales  Contract,  the
          Trustee and Paying Agent Agreement, the Security Sharing Agreement and
          each of the Security  Documents and "Relevant  Document" means each or
          any one of them as the context may require;

          "Repayment  Dates" means,  subject to Clause 6.04, the First Repayment
          Date and each of the subsequent dates set out in Schedule 4;

          "Sales  Contract"  means the  contract  dated 25th  October  1995 made
          between the  Charterer  and CPC for the sale and purchase of liquefied
          natural gas,  described in the Charter, a certified true copy of which
          has been delivered to the Agent;

          "Scheduled  Delivery  Date" has the meaning  ascribed to it in section
          1.46 of the Charter;

          "Security  Documents"  includes (i) the Charter  Assignment,  (ii) the
          Charterer's Consent, (iii) the Collateral Agreement,  (iv) the Letters
          of Undertaking,  (v) the Contract Assignment, (vi) the Deed of Charge,
          (vii)  the  General  Assignment,   (viii)  the  Management   Contracts
          Assignment,  (ix) the  Mortgage,  (x) the  Guarantee and Swap Receipts
          Assignment,  (xi)  the  Swap  Agreement,  (xii)  the  Good  Management
          Undertaking  (xiii) the Security Sharing  Agreement and (xiv) any such
          other  documents as may have been or shall from time to time hereafter
          be executed to secure the Loan, the Swap Debt,  interest and all other
          moneys  from time to time  owing  (whether  the same  shall be due and
          payable or not) by the Borrower  pursuant to this Agreement,  the Swap
          Agreements and/or to all or any of such documents;


                                    Page 12
<Page>

          "Security Sharing  Agreement" means the security sharing agreement (if
          any),  to be entered into before the first Advance is made pursuant to
          this Agreement,  among the Lenders, the Borrower,  the Counterparties,
          the Agent and any other party  approved  by the Agent  relating to the
          security  granted  to secure  the  Borrower's  obligations  under this
          Agreement  together with all assignments,  amendments,  modifications,
          supplements and addenda thereto from time to time;

          "Shareholders Agreement" means the agreement dated 14th June 1997 made
          between the Chargors with respect to the  regulation of the affairs of
          the  Borrower,  a  certified  true copy of which has been given to the
          Agent;

          "Sub-management Agreement" means the sub-contract agreement made or to
          be made between the Manager and the Sub-manager  pursuant to which the
          Sub-manager will provide technical management for the operation of the
          Vessel,  a  certified  true  copy of which has been  delivered  to the
          Agent;

          "Sub-manager"  means GLIL as  sub-contractor  of the Manager under the
          Sub-management  Agreement and includes any replacement  sub-contractor
          appointed  with the  approval  of the Agent (such  approval  not to be
          unreasonably withheld);

          "Subsidiary"  of a person  means any  company  or entity  directly  or
          indirectly controlled by such person for which purpose "control" means
          either  ownership  of more than fifty per  centum  (50%) of the voting
          share  capital (or  equivalent  right of ownership) of such company or
          entity or power to direct  its  policies  and  management  whether  by
          contract or otherwise;

          "Swap  Agreement"  means the  interest  rate  exchange  agreement,  or
          interest rate exchange  agreements,  as the case may be, made or to be
          made  within  thirty (30) days of the date of this  Agreement  in each
          case  between  the  Borrower  and one or  more  of the  Counterparties
          whereby  each  Counterparty  will  provide to the Borrower an interest
          rate  swap  facility  to limit  the  Borrower's  exposure  to  adverse
          movements in interest rates, and any renewal, replacement,  substitute
          of or  addendum  to such  agreement  from  time to time  made with the
          approval of the Agent and "Swap  Agreements" means any and all of them
          as the context may require;

          "Swap Debt" means, in relation to the Borrower,  all termination  sums
          and other  amounts  payable by the Borrower from time to time under or
          in connection with each Swap Agreement;

          "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 Loss" means actual or  constructive  or compromised or arranged
          total loss of the Vessel,  requisition  for title or other  compulsory
          acquisition of the Vessel  (otherwise than by requisition for hire) or
          capture,  seizure,  arrest, detention or confiscation of the Vessel by
          any  government or by persons acting or purporting to act on behalf of
          any  government  unless the Vessel be  released  and  restored  to the
          Borrower from such capture, seizure, arrest, detention or confiscation
          within one (1) month after the occurrence thereof;

          "Total  Project Cost" means the aggregate of (a) the Contract Price of
          the  Vessel,  (b)  interest  accrued  on  Advances  made  prior to the
          Delivery Date, (c) the Development  Costs (d) interest  accrued on the
          Loan for the period  commencing on (and  including)  the Delivery Date
          and ending on the Funded  Amounts  Date and (e)  commitment  and other
          fees payable to the Lenders  and/or the Agent and/or the Trustee under
          or pursuant to this Agreement,  each as conclusively determined by the
          Agent immediately before the Delivery Date;


                                    Page 13
<Page>

          "Transfer Certificate" means a certificate  substantially in the terms
          of Schedule 5;

          "Transferee" has the meaning ascribed thereto in Clause 14.03;

          "Trustee"  means The  Industrial  Bank of Japan  Trust  Company of One
          State Street, New York, New York, 10004, United States of America;

          "Trustee  and Paying  Agent  Agreement"  means the  trustee and paying
          agent  agreement  dated 4th March  1997 made  between  inter  alia the
          Charterer and Bank of America National Trust and Savings  Association,
          New York Branch,  as trustee and paying  agent  pursuant to inter alia
          the Sales Contract,  a certified true copy of which has been delivered
          to the Agent;

          "Trustee  Fee Letter"  means the letter  agreement  made or to be made
          between the  Borrower  and the Trustee  relating to an annual  Trustee
          fee;

          "Vessel" means the 135,000 m3 loading capacity  liquefied  natural gas
          carrier  presently  under   construction  under  the  Contract  having
          Builder's  Hull No. 2148 and which on delivery  will be  registered in
          the ownership of the Borrower  under the laws and flag of the Republic
          of Liberia.

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

1.04      In this Agreement and the Security Documents an event, circumstance or
          situation will be deemed to be "material" if:

          (a)  in  relation  to a  matter  to  which  a  monetary  value  can be
               attached,  it has a value  or  potential  value  if  realised  in
               respect of any single  item in excess of  Dollars  Three  hundred
               thousand  ($300,000)  and in relation to all such  matters at any
               one  time  in  excess  in   aggregate   of  Dollars  Two  million
               ($2,000,000);

          (b)  in relation to all matters (whether  financial or otherwise),  it
               is of such a nature that the  directors of the  Borrower,  acting
               honestly and  reasonably,  if they were to consider the effect or
               potential effect of such matter would draw the conclusion  either
               (i) that it would have,  or  potentially  would have,  an adverse
               effect on the ability of the  Borrower or any other party  (other
               than the Lenders or the Agent) to any of the  Relevant  Documents
               to perform its respective obligations thereunder as they fall due
               or (ii)  that it is a  matter  of  which a  prudent  lender  in a
               facility  of this  nature  would wish to be aware and,  if aware,
               would hold the opinion expressed in sub-paragraph (c) below;

          (c)  in relation to a matter of which the Agent and/or the Lenders are
               aware,  is of such  nature  that the  Majority  Lenders  in their
               reasonable  opinion  consider to be material and advise the Agent
               accordingly.

1.05      In this Agreement, unless the context otherwise requires:

          (a)  references  to  Clauses  and  Schedules  are to be  construed  as
               references to clauses of, and  schedules  to, this  Agreement and
               references to this Agreement include its Schedules;

          (b)  references to (or to any specified  provision of) this  Agreement
               or any other  document  shall be construed as  references to this
               Agreement,  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 this  Agreement or the
               relevant document, required to be obtained as a condition to such
               amendment  being  permitted)  the prior  written  consent  of the
               Agent;


                                    Page 14
<Page>

          (c)  references to any enactment shall be deemed to include references
               to such enactment as re-enacted,  amended, extended, consolidated
               or replaced, and any orders decrees, proclamations,  regulations,
               instruments or other subordinate legislation made thereunder;

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

          (e)  references  to a person shall be construed  as  references  to an
               individual,  firm, company,  corporation,  unincorporated body of
               persons or any State or any agency thereof.

2. THE FACILITY

2.01      (a)  The  Lenders,  relying  upon  each  of  the  representations  and
               warranties  in Clause 7, agree to lend to the  Borrower  upon and
               subject to the terms of this  Agreement,  the principal sum of up
               to Dollars Two hundred and fourteen million five hundred thousand
               ($214,500,000)  or (subject to  paragraph  (b) below) such lesser
               sum as is equal to seventy  eight per  centum  (78%) of the Total
               Project  Cost as agreed  between  the  Borrower  and the Agent by
               reference to budgeted  expenses approved from time to time by the
               Agent and  incurred by the  Borrower up to delivery of the Vessel
               on hire under the Charter.

          (b)  In the event that  seventy  eight per  centum  (78%) of the Total
               Project  Cost is less  than  Dollars  Two  hundred  and  fourteen
               million  five  hundred  thousand  ($214,500,000),   the  Lenders,
               relying upon each of the representations and warranties in Clause
               7, grant to the  Borrower  the option to require  the  Lenders to
               lend to the  Borrower,  on the Delivery Date and upon and subject
               to the terms of this  Agreement,  a further  principal  sum in an
               amount equal to the difference between:

              (i)    Dollars Two  hundred  and  fourteen  million  five  hundred
                     thousand ($214,500,000); and

              (ii)   seventy eight per centum (78%) of the Total Project Cost,

               provided that the Borrower  shall,  immediately  upon drawdown of
               any amount  made  available  by the  Lenders  under  this  Clause
               2.01(b),  pay such amount to the Earnings  Account,  and instruct
               the Trustee to transfer  such amounts to the  Collateral  Account
               (as  defined  in  the  Collateral  Agreement)  to be  applied  to
               establish the Debt Service Reserve.

2.02      The  obligations  of each  Lender  under  this  Agreement  shall be to
          contribute  to each Advance that  proportion of each Advance which its
          Commitment represents of the total Commitments of all of the Lenders.

2.03      The  obligations of each Lender under this Agreement are several.  The
          failure of any Lender to perform its obligations  under this Agreement
          shall not  relieve the other  Lenders or the Agent or the  Borrower of
          any  of  their  respective   obligations  or  liabilities  under  this
          Agreement  nor shall the Agent or any  Lender be  responsible  for the
          obligations of any other Lender under this Agreement.  However, in the
          event that the Borrower suffers any loss or damage due to any Lender's
          failure other than as expressly  provided for in this Agreement,  that
          Lender shall indemnify the Borrower for such loss or damage.

2.04      Subject to the terms of this Agreement,  the Borrower may drawdown the
          Commitment by Advances in Dollars in the following manner:

          (a)  up to four (4) Advances,  comprising  the Contract Price Tranche,
               may be drawndown as follows:

              (i)    the first  (1st)  Advance  shall be in an  amount  equal to
                     Dollars   Twenty  three   million  five  hundred   thousand
                     ($23,500,000)  on or after the  Banking  Day upon which the
                     second (2nd)  instalment  of the Contract  Price is due and
                     payable  to the  Contractor  under  Section  8.2(b)  of the
                     Contract;


                                    Page 15
<Page>

              (ii)   the second  (2nd)  Advance  shall be in an amount  equal to
                     Dollars Forty seven million  ($47,000,000)  on or after the
                     Banking  Day upon which the third (3rd)  instalment  of the
                     Contract Price is due and payable to the  Contractor  under
                     Section 8.2(c) of the Contract;

              (iii)  the third  (3rd)  Advance  shall be in an  amount  equal to
                     Dollars Forty seven million  ($47,000,000)  on or after the
                     Banking Day upon which the fourth (4th)  instalment  of the
                     Contract Price is due and payable to the  Contractor  under
                     Section 8.2(d) of the Contract; and

              (iv)   the  fourth  (4th) and final  Advance  shall be made on the
                     Delivery  Date  and  shall  be in an  amount  equal  to the
                     aggregate of (1) the final instalment of the Contract Price
                     due and payable to the  Contractor  under Section 8.2(e) of
                     the Contract,  and (2) the Final Fees and Development Costs
                     Amount;

          (b)  by Advances,  comprising the Fees and Development  Costs Tranche,
               which will be available for drawdown:

              (i)    in  respect  of  Advances   intended  to  fund  permissible
                     Development  Costs,  in amounts of no less than Dollars One
                     million   ($1,000,000)   available   for  drawdown  on  the
                     twenty-eighth  (28th)  day of March,  June,  September  and
                     December  during the Drawdown Period (save for the Delivery
                     Date) against  presentation to the Agent of invoices and/or
                     receipts in respect of permissible Development Costs; and

              (ii)   in  respect  of  Advances   intended  to  fund  payment  of
                     interest, commitment fees, management fees, agency fees and
                     trustee fees prior to the Delivery Date, in accordance with
                     Clause 2.05(b),

              subjectin each case to the Agent being satisfied that, upon making
              the relevant Advance, the Debt/Equity Ratio will not exceed 78:22;

              (c)    by an  Advance,  comprising  the funds made  available  for
                     drawdown on the  Delivery  Date in  accordance  with Clause
                     2.01(b),  subject to the Agent being  satisfied  that, upon
                     making  that  Advance and any other  Advance  being made at
                     that time, the Loan will not exceed Dollars Two hundred and
                     fourteen million five hundred thousand ($214,500,000).

2.05      (a)  Subject to the terms and conditions of this Agreement, an Advance
               shall  be  made  to  the  Borrower  during  the  Drawdown  Period
               following  receipt by the Agent from the  Borrower  of a Drawdown
               Notice no later than 10:00 am (Hong Kong time) on the fifth (5th)
               Banking  Day before the date on which the  Advance is intended to
               be made. A Drawdown  Notice shall be effective on actual  receipt
               by the Agent and,  once  given,  shall,  subject as  provided  in
               Clause 12.03(a), be irrevocable.

          (b)  Unless otherwise agreed between the parties,  during the Drawdown
               Period  the  Agent  shall  give  notice to the  Borrower  six (6)
               Banking Days before each Interest  Payment Date and each due date
               for payment of interest,  commitment fees,  agency fees and other
               expenses  under Clause 5, of the sum so falling due. The Borrower
               may,  at any time  following  receipt  of such a notice  from the
               Agent but not later than three (3)  Banking  Days  before the due
               date for the sum falling due,  agree with the Agent an adjustment
               to the relevant  amount  specified in the notice.  Whether or not
               the Agent and the Borrower shall have agreed an adjustment to the
               amount  specified in the notice,  the Borrower shall be deemed to
               have  given,  and  the  Agent  shall  have  been  deemed  to have
               received, a Drawdown Notice in respect of the amount specified in
               the notice (or such other amount agreed between the Agent and the
               Borrower  in  accordance  with  the  preceding  sentence)  for an
               Advance in an amount equal to, and for the purpose of payment of,
               such interest,  commitment fees, agency fees or other expenses so
               falling due.


                                    Page 16
<Page>

2.06      Upon receipt of each Drawdown Notice  complying with the terms of this
          Agreement  the Agent  shall  notify  the  Lenders  thereof  and of the
          proposed   Drawdown  Date  specified   therein  and,  subject  to  the
          provisions  of Clause  9, the  Lenders  shall  make  their  respective
          Commitments  to  the  relevant  Advance  available  to  the  Agent  in
          accordance with Clause 6.02.

2.07      If any part of the Commitment is not drawn down on the last day of the
          Drawdown Period,  the Lenders'  obligation to make any further Advance
          shall terminate on such day and shall be cancelled.

2.08      The Borrower shall have the right,  not earlier than six months before
          the Scheduled  Delivery Date (as adjusted in accordance with the terms
          of the Charter),  upon giving the Agent not less than ten (10) Banking
          Days prior written  notice,  to cancel  without  penalty not more than
          Dollars Twelve million  ($12,000,000)  of the Commitment in respect of
          the Fees and  Development  Costs  Tranche  undrawn at the date of such
          notice.

3.        INTEREST AND INTEREST PERIODS

3.01      The  Borrower  shall  pay  interest  on each  Advance  and the Loan in
          respect of each  Interest  Period  relating  thereto on each  Interest
          Payment  Date for the period  from the date on which such  Advance was
          drawn down or (as the case may be) for the period from the immediately
          preceding  Interest Payment Date at the relevant Floating Rate for the
          time being.

3.02      The  Floating  Rate in respect of each  Advance and the Loan shall be,
          for each Interest Period relative thereto,  but subject to Clause 3.04
          (in respect of overdue  amounts) and Clause 12.03,  the annual rate of
          interest which is conclusively  (save for manifest error) certified by
          the Agent to the Borrower to be the  aggregate of (i) the Margin,  and
          (ii) Libor for a period equal to and for value on the first day of the
          relevant  Interest  Period were being  offered to first class banks in
          the  London  interbank  eurocurrency  market  at or about  11:00  a.m.
          (London  time) on the second (2nd)  Banking Day before the first (1st)
          day of such Interest Period.

3.03      Each Interest  Period shall have a duration of six (6) months (or such
          longer or shorter period as may be agreed between the Borrower and the
          Lenders) provided always that:

          (a)  the first  Interest  Period in respect of the first Advance shall
               commence on the date on which such  Advance is made and shall end
               on 28th June or 28th December of the current  year,  whichever is
               the next to occur;

          (b)  each subsequent Interest Period shall commence forthwith upon the
               expiry  of the  previous  Interest  Period  and shall end six (6)
               calendar  months later on which is the next to occur of 28th June
               or 28th December;

          (c)  the  first  Interest  Period  for each  Advance  after  the first
               Advance  shall  expire  on the same day as the  current  Interest
               Period for the Loan; and

          (d)  all interest Periods shall end on the Final Maturity Date.

3.04      If the Borrower fails to pay any sum (including,  without  limitation,
          any sum  payable  pursuant  to this  Clause  3.04) on its due date for
          payment  under this  Agreement  or 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 Agent to be two per centum (2%) per annum above
          the Floating  Rate for such period not exceeding six (6) months as the
          Agent may determine from time to time in amounts  comparable  with the
          sum not paid.  Such interest  shall be due and payable on the last day
          of each  period as  determined  by the Agent and each such date shall,
          for the purposes of this Agreement,  be treated as an Interest Payment
          Date.  Provided that if such sum is of principal  which became due and
          payable  on a date  other  than  an  Interest  Payment  Date  relating
          thereto,  the first such  period  selected  by the Agent shall be of a
          duration  equal to the period  between the due date of such  principal
          sum and such  Interest  Payment Date and interest  shall be payable on
          such  principal  sum during  such period at a rate two per centum (2%)
          above the rate applicable thereto  immediately before it fell due. If,
          for the reasons specified in Clause 12.03 (a) (i), the Agent is unable
          to determine a rate in  accordance  with the  foregoing  provisions of
          this Clause 3.04, interest shall be calculated at a rate determined by
          the Agent to be two per centum (2%) per annum above the  aggregate  of
          the Margin and the cost of funds to the Lenders.


                                    Page 17
<Page>

3.05      The Agent shall notify the  Borrower and the Lenders  promptly of each
          rate of interest determined by it under this Clause 3. The certificate
          of the  Agent  as to any  rate of  interest  determined  by it  (after
          consultation with the Lenders) pursuant to this Agreement shall in the
          absence of manifest  error,  be conclusive and binding on the Borrower
          and the Lenders.

4.        REPAYMENT AND PREPAYMENT

4.01      The  Borrower  shall repay the Loan  together  with  accrued  interest
          thereon calculated in accordance with Clause 3 on the dates and in the
          amounts  set  out  in  Schedule  4  PROVIDED  ALWAYS  the  Outstanding
          Indebtedness  (if any) then  remaining  shall be repaid in full on the
          Final Maturity Date.

4.02      The Borrower  may prepay the Loan in whole or part (being  Dollars One
          million  ($1,000,000) or any larger sum which is an integral  multiple
          of  Dollars  One  million  ($1,000,000))  on any  date  following  the
          Delivery Date together with accrued interest to the date of prepayment
          and any  other  sum then  payable  under  this  Agreement  and/or  the
          Security  Documents  (or any of them),  provided  that the Agent shall
          have received from the Borrower not less than thirty (30) days' notice
          of its intention to make such prepayment,  specifying the amount to be
          prepaid and the date of prepayment.

4.03      The Borrower shall prepay the Loan,  together with accrued interest to
          the date of  prepayment,  and all other sums  payable by the  Borrower
          pursuant to this  Agreement  and/or the Security  Documents (or any of
          them), including, without limitation, any amounts payable under Clause
          11 within one hundred and twenty  (120) days of the Vessel  becoming a
          Total Loss and for the purpose of this Agreement:

          (a)  an  actual  total  loss of the  Vessel  shall be  deemed  to have
               occurred  at the actual  date and time the Vessel was lost but in
               the event of the date of the loss being  unknown  then the actual
               total loss shall be deemed to have  occurred on the date on which
               the Vessel was last reported; and

          (b)  a constructive total loss shall be deemed to have occurred at the
               date and time notice of abandonment of the Vessel is given to the
               insurers  of the Vessel for the time being  (provided a claim for
               total loss is admitted by such  insurers) or, if such insurers do
               not  admit  such a  claim,  at the date and time at which a total
               loss is subsequently adjudged by a competent court of law to have
               occurred.

4.04      Every notice of prepayment  shall be effective  only on actual receipt
          by the Agent,  shall,  once given, be irrevocable and shall oblige the
          Borrower to make such prepayment on the date  specified.  No amount of
          the Loan prepaid may be re-borrowed and any amount prepaid pursuant to
          Clause 4.02 shall be applied in  reducing  the  repayment  instalments
          under Clause 4.01 in inverse order of their due dates for payment. The
          Borrower may not prepay the Loan or any part thereof save as expressly
          provided in this Agreement.

5.        FEES AND EXPENSES

5.01      Subject  to  Clause  5.03,  the  Borrower  shall  pay to the Agent for
          account  of  the  Lenders  pro  rata  according  to  their  respective
          Commitments  whether  or  not  any  part  of  the  Loan  is  drawndown
          hereunder,  a commitment  fee at the rate of nought point two five per
          centum (0.25%) per annum on the undrawn  portion of the Commitment (if
          any) from time to time in Dollars,  such commitment fee to accrue from
          the date of this Agreement and to be paid in Dollars  semi-annually in
          arrears  on  28th  June  and  28th  December  of  each  year up to and
          including the last day of the Drawdown Period  calculated on the exact
          number of days elapsed and a three hundred and sixty (360) day year.

5.02      The Borrower  shall pay to the Agent for account of the Lead Arranger,
          the  Arrangers  and  the  Lenders  as may  be  agreed  between  them a
          non-refundable  management fee in accordance with the Fee Letter, such
          management  fee  being  payable  on the day of  drawdown  of the first
          Advance under this Agreement.


                                    Page 18
<Page>

5.03      The Borrower shall pay to:

          (a)  the Agent an annual agency fee in advance in accordance  with the
               Fee Letter; and

          (b)  the Trustee an annual  trustee fee in advance in accordance  with
               the Trustee Fee Letter,

          in each  case  payable  on the  date of  signing  this  Agreement  and
          thereafter on 28th December of each year throughout the Loan Period.

5.04      The Borrower shall pay to the Agent on demand:

          (a)  all reasonable  expenses  (including  communication,  travelling,
               legal, printing and out-of-pocket  expenses) properly incurred by
               the Lenders and/or the Agent in connection with the  negotiation,
               preparation,   execution,   syndication   and,  where   relevant,
               registration of this Agreement and the Security  Documents and of
               any  amendment  or  extension  or the  granting  of any waiver or
               consent  under  this   Agreement   and/or  any  of  the  Security
               Documents;

          (b)  all  expenses   (including  legal  and  out-of-pocket   expenses)
               incurred by the Lenders and/or the Agent in contemplation  of, or
               otherwise in connection with, the enforcement of, or preservation
               of any rights under,  this  Agreement  and/or any of the Security
               Documents, or otherwise in respect of the moneys owing under this
               Agreement and/or any of the Security Documents; and

          (c)  interest at the rate  referred to in Clause 3.04 on such expenses
               from the date on  which  such  expenses  were  demanded  from the
               Borrower  to the  date  of  payment  (as  well  after  as  before
               judgment).

5.05      The Borrower shall pay all stamp,  documentary,  registration or other
          like duties, taxes, fees or charges (including any duties, taxes, fees
          or charges  payable by the Lenders  and/or the Agent) imposed on or in
          connection with this Agreement and/or any of the Security Documents or
          the Loan and shall  indemnify the Lenders and/or the Agent against any
          liability  arising by reason of any delay or omission by the  Borrower
          to pay such duties, taxes, fees or charges.

6.        PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

6.01      All payments to be made by the Borrower  under this  Agreement  and/or
          any of the  Security  Documents  shall  be made in full,  without  any
          set-off or counterclaim  whatsoever and, subject as provided in Clause
          6.07, free and clear of any deductions or withholdings, in Dollars not
          later than 10:00 a.m.  (local  time) on the due date to the  Receiving
          Bank for the  account  of the Agent or to such  other  account  as the
          Agent shall have notified to the Borrower. Save as otherwise expressly
          agreed by the parties  hereto,  such payments shall be for the account
          of the Lenders  according to their  respective  Contributions  and the
          Agent shall forthwith  distribute such payments to the Lenders in like
          funds as are received by the Agent. Payments due from the Agent to the
          Lenders  shall be made to the Lenders at such  accounts as they notify
          to the Agent from time to time.

6.02      All sums to be advanced by the Lenders under this  Agreement  shall be
          remitted in Dollars,  on the relevant Drawdown Date of each Advance to
          such  account of the Agent as the Agent may have  notified the Lenders
          and  shall  be paid by the  Agent  on that  date in like  funds as are
          received  by the  Agent  to the  account  of the  Borrower  or to such
          account  as the  Borrower  may  direct as  specified  in the  relevant
          Drawdown Notice.

6.03      Where any sum is to be paid  hereunder  to the Agent  for  account  of
          another  person,  the Agent may assume that the  payment  will be made
          when due and 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 Agent,  then the persons to whom such sum
          was so made  available  shall on request  refund such sum to the Agent
          together with interest thereon  sufficient to compensate the Agent for
          the  cost  of  making  available  such  sum up to  the  date  of  such
          repayment.  The  provisions  of this  Clause  6.03  shall  be  without
          prejudice to the Borrower's  rights against the Lender concerned under
          Clause 2.03 where any Lender has failed to make any payment due to the
          Agent for the account of the Borrower on its due date.

6.04      When any payment under this Agreement or any of the Security Documents
          would  otherwise  be due on a day which is not a Banking  Day, the due
          date for payment 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 on the immediately preceding Banking Day.


                                    Page 19
<Page>

6.05      All  interest  and other  payments  of an  annual  nature  under  this
          Agreement  or any of the Security  Documents  shall accrue from day to
          day and be  calculated on the basis of actual days elapsed and a three
          hundred and sixty (360) day year.

6.06      Any certificate or determination of the Agent (after consultation with
          the Lead Arranger,  the  Arrangers,  and the Lenders as to any rate of
          interest or any other amount  payable  under this  Agreement or any of
          the Security  Documents)  shall,  in the absence of manifest error, be
          conclusive and binding on the Borrower and on each of the Lenders.

6.07      Subject  to the  provision  of  this  Clause  6,  if at any  time  any
          applicable   law,   regulation  or  regulatory   requirement   or  any
          governmental  authority,  monetary agency or central bank requires the
          Borrower to make any deduction or withholding in respect of Taxes from
          any payment due under this Agreement or any of the Security Documents,
          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 Agent  and each of the  Lenders
          receive 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 they would have  received  had no such  deduction  or
          withholding  been required to be made and the Borrower shall indemnify
          the Lenders and the Agent against any losses or costs incurred by them
          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 Agent any receipts,  certificates  or other proof  evidencing  the
          amounts  (if any) paid or  payable  in  respect  of any  deduction  or
          withholding as aforesaid.

6.08     (a)   is entitled,  without material  rearrangement of its Tax affairs,
               to receive,  or is granted by any  relevant  Tax  authority,  any
               credit  against  or relief  from its  liability  to any Tax),  in
               respect of any Tax on account of which a deduction or withholding
               has been made from any sum  payable by the  Borrower  under or in
               relation to this  Agreement  and in respect of which the Borrower
               has paid in full an increased  amount  pursuant to Clause 6, then
               such  Relevant  Person  shall  to the  extent  that  it can do so
               without   affecting  its  rights  as  against  the  relevant  Tax
               authority  to retain such credit or relief,  act (but without any
               legal  obligation  to do so) in good faith so as to refund to the
               Borrower  that  amount  (not  exceeding  the  amount by which the
               relevant   amount  payable  by  the  Borrower  was  increased  to
               compensate for such deduction or  withholding)  of such credit or
               relief which is determined  by such  Relevant  Person in its sole
               discretion to be  attributable  to such  deduction or withholding
               after  subtracting  any reasonable  expenses  attributable to the
               determination  thereof  Provided that this provision  shall in no
               way interfere with the liberty of each Relevant Person to arrange
               its tax  affairs in  whatsoever  manner it thinks fit or oblige a
               Relevant Person to disclose details of the same to the Borrower.

          (b)  The Agent and each Lender  shall  consider  any request  from the
               Borrower to take action to avoid the  incidence of any  deduction
               or withholding by applying for any appropriate relief,  waiver or
               exemption  from the same, and in addition shall consider in their
               absolute  discretion,  subject to indemnification by the Borrower
               for any costs  incurred  by the  Lenders  and/or the Agent and to
               obtaining any necessary consents and  authorisations,  fulfilling
               its  obligations  through  another lending office or transferring
               its  rights  and  obligations  at  par  to  one  or  more  of its
               Affiliates  if such  transfer  would  result  in  there  being no
               requirement for a deduction or withholding  Provided that neither
               the Agent or any Lender shall by reason of this Clause 6.08(b) be
               under any legal obligation to take any action whatsoever.

6.09      Notwithstanding  anything to the contrary in this  Agreement or in any
          of the other  Security  Documents,  the Borrower  shall not (unless an
          Event of Default has  occurred and is  continuing)  be obliged to make
          any  payment  to or for the  account  of the  Agent or any  Lender  in
          respect of any of the following:

          (a)  (save as set out in Clause 5) the normal administrative costs and
               expenses of the Agent or any Lender;

          (b)  any Tax on or in respect of the  overall  net income of the Agent
               or any  Lender  or of a  division  or  branch of the Agent or any
               Lender wherever imposed;

          (c)  penalties,  additions to Taxes,  fines or interest on Taxes which
               would not have  arisen but for a  reasonably  avoidable  delay or
               failure by the Agent or any  Lender in the filing of Tax  returns
               or payment of Taxes  assessed on the Agent or any  Lender,  which
               delay or failure has not directly or  indirectly  been  consented
               to, caused by or requested by the Borrower; or


                                    Page 20
<Page>

          (d)  any Tax which would not have arisen for an act or omission of the
               Agent or any Lender which constitutes  wilful misconduct or gross
               negligence on its part.

6.10      Each Lender 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  this  Agreement  and  the  Security
          Documents.  The Agent will maintain a control account showing the Loan
          and other sum  owing by the  Borrower  under  this  Agreement  and all
          payments in respect  thereof made by the  Borrower  from time to time.
          Such  control  account  shall  in the  absence  of  manifest  error be
          conclusive  as to the amount  from time to time owing by the  Borrower
          under this Agreement and the Security Documents.

7.        REPRESENTATIONS AND WARRANTIES

7.01      Save as disclosed  to the Agent in writing  before  submission  of the
          first (1st) Drawdown Notice under this Agreement,  the Borrower hereby
          represents and warrants to the Lenders and the Agent that:

          (a)  the   Borrower  is  duly   incorporated,   validly   existing  in
               goodstanding under the laws of the Republic of Liberia,  has full
               power to borrow  the Loan,  and to carry on its  business  and to
               enter into and perform its obligations under this Agreement,  and
               the Relevant  Documents to which it is or will be a party,  is in
               compliance in all material  respects with all statutory and other
               requirements  relative  to  its  business,   and  has  taken  all
               necessary  corporate  and  other  action  and  has  obtained  all
               necessary  consents to authorise  the  borrowing and incurring of
               indebtedness  under, and the execution,  delivery and performance
               of, this  Agreement and the Relevant  Documents to which it is or
               will be a party;  this  Agreement and, as executed and delivered,
               constitutes  and  such  Relevant  Documents,  when  executed  and
               delivered  and (in the case of the  Mortgage)  when duly recorded
               will  constitute,  valid and legally  binding  obligations of the
               Borrower  enforceable in accordance with their  respective  terms
               except  insofar as  enforcement  may be limited by any applicable
               laws  relating  to  bankruptcy,  insolvency,  administration  and
               similar laws affecting  creditors  rights  generally,  and except
               insofar as stated in any  qualification or reservation  contained
               in any original  legal  opinion  given for the purpose of or as a
               condition precedent to this Agreement;

          (b)  the parties (other than the Lenders,  the  Counterparties and the
               Agent) to the  Relevant  Documents  have full power to enter into
               and  perform  their  respective  obligations  under the  Relevant
               Documents  (other  than the Sales  Contract  and the  Trustee and
               Paying  Agent  Agreement)  to which  each of them is or will be a
               party (and in connection  therewith  all  necessary  corporate or
               other  action  has been  taken  and all  necessary  consents  and
               approvals have been obtained) and such Relevant  Documents,  when
               executed and  delivered,  will  constitute  the valid and legally
               binding  obligations of each such party enforceable in accordance
               with their  respective terms except insofar as enforcement may be
               limited  by  any   applicable   laws   relating  to   bankruptcy,
               insolvency,  administration and similar laws affecting creditors'
               rights   generally,   and   except   insofar  as  stated  in  any
               qualification  or  reservation  contained in any  original  legal
               opinion  given for the purpose of or as a condition  precedent to
               this Agreement;

          (c)  the execution, delivery and performance of this Agreement and the
               Relevant  Documents  to which the  Borrower,  the  Chargors,  the
               Manager  and the  Sub-Manager  (as the  case  may be) are or will
               become   respectively   parties  will  not  (i)   contravene  any
               applicable law,  regulation or material  contractual  restriction
               binding on the  Borrower or the other  parties  thereto;  or (ii)
               result in any material  breach of or default  under any agreement
               or  other  instrument  to which  the  Borrower  or such  party is
               subject;  or (iii) contravene any provision of the  incorporation
               documents  of the  Borrower or such party;  or (iv) result in the
               creation or imposition of or oblige the Borrower or such party to
               create any  Encumbrance  (other than a Permitted  Encumbrance) on
               any of their respective  material  undertakings,  or any of their
               respective assets, rights or revenues;


                                    Page 21
<Page>

          (d)  no material litigation,  arbitration or administrative proceeding
               is pending or threatened against the Borrower, any of its assets,
               the Manager, or the Sub-Manager insofar as the Borrower is aware;

          (e)  the Borrower is not in material  default  under any  agreement or
               other  instrument,  or in  material  default  in the  payment  or
               performance of any of its obligations for Borrowed Money;

          (f)  the latest audited financial  statements of the Borrower (if any,
               or, if there are none, the first and thereafter  each  subsequent
               financial  statement  of the  Borrower  delivered  to  the  Agent
               pursuant  to Clause 8.01 (e)) have been  prepared  in  accordance
               with generally accepted accounting principles and practices which
               have been consistently applied, and present fairly and accurately
               the financial position of the Borrower as at the date of the said
               accounts  and the results of the  operations  of the Borrower for
               the financial  year ended on such date,  and as at such date, the
               Borrower had no significant liabilities (contingent or otherwise)
               which  are  not  disclosed  by,  or  reserved  against  in,  such
               financial statements or any unrealised or anticipated losses;

          (g)  there  has  been no  material  adverse  change  in the  financial
               position  of the  Borrower  from that set forth in the  financial
               statements referred to in Clause 7.01(f);

          (h)  no  Default,  whether or not any  requirement  for notice  and/or
               lapse of time (or  both)  and/or  any  other  condition  has been
               satisfied, has occurred and is continuing;

          (i)  the  choice  by  the  Borrower  of  English  law to  govern  this
               Agreement and the other Relevant Documents to which it is a party
               (other than the Mortgage and the  Collateral  Agreement)  and the
               choice by the  Borrower of New York law to govern the  Collateral
               Agreement and the submission by the Borrower to the non-exclusive
               jurisdiction  of the English  courts are valid and binding except
               insofar as  enforcement  may be limited  by any  applicable  laws
               relating to bankruptcy,  insolvency,  administration  and similar
               laws affecting creditors' rights generally, and except insofar as
               stated  in any  qualification  or  reservation  contained  in any
               original legal opinion given for the purpose of or as a condition
               precedent to this Agreement;

          (j)  neither the Borrower,  the Manager or the  Sub-Manager nor any of
               their  respective  assets are 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 judgment, execution or other enforcement);

          (k)  the Vessel is or will on the Delivery Date and thereafter be:

              (i)    in the absolute and (save for a first mortgage in favour of
                     the  Agent  and for  Permitted  Encumbrances)  unencumbered
                     ownership of the Borrower as the sole, legal and beneficial
                     owner of such Vessel;

              (ii)   registered  in the name of the Borrower  under the laws and
                     flag of the Republic of Liberia;

              (iii)  operationally  seaworthy  and in every way fit for  service
                     (except as notified in writing to the Agent); and

              (iv)   (save for changes to the Vessels classification approved in
                     advance  and in  writing  by the  Agent)  classed  "+100A1,
                     Liquefied  Gas Carrier,  Ship Type 2G" + LMSC,  UMS,  NAVI,
                     SCM, *IWS" with Lloyd's Register of Shipping, free from any
                     requirements and recommendations of the said classification
                     society  which must be complied  with by the  Borrower as a
                     condition  of the  maintenance  of the Vessel's  class,  it
                     being  agreed that the Borrower  shall,  in relation to the
                     period following the Delivery Date, be deemed in compliance
                     with its warranty in this  respect,  provided  that it duly
                     complies  with all such  requirements  and  recommendations
                     within the relevant period  permitted for compliance by the
                     said classification society;

                                    Page 22
<Page>

          (l)  the  obligations of the Borrower under this Agreement are direct,
               general and unconditional obligations of the Borrower;

          (m)  the  Borrower  has  disclosed  to the  Lenders  all its  material
               liabilities (actual and contingent) and Indebtedness;

          (n)  every material consent, authorisation, licence or approval of, or
               registration  with or  declaration  to,  governmental  or  public
               bodies or  authorities  or courts  required  by the  Borrower  to
               authorise,  or required by the Borrower in connection  with,  the
               execution, delivery, validity, enforceability or admissibility in
               evidence of this Agreement and each of the Relevant  Documents to
               which it is or will be a party or the performance by the Borrower
               of its  obligations  hereunder or thereunder  has been or, in the
               case of the Relevant Documents to which it is or will be a party,
               will prior to the  execution  thereof have been  obtained or made
               and is or, in the case of the  Relevant  Documents to which it is
               or will be a party,  will  prior to the  execution  thereof be in
               full force and effect and there has been no  material  default in
               the observance of any of the conditions or  restrictions  imposed
               in or in connection with any of the same;

          (o)  the written  information,  exhibits and reports  furnished by the
               Borrower  to the Agent in  connection  with the  negotiation  and
               preparation of this Agreement and each of the Relevant Documents,
               and in  particular  all  information  provided  in writing by the
               Borrower,  the  Chargors  and  the  issuers  of  the  Letters  of
               Undertaking  used to prepare the Information  Memorandum,  are at
               the time of being  made  available  and at the time of the  first
               Advance  true  and  accurate  in all  material  respects  and not
               misleading,  do  not  omit  material  facts  and  all  reasonable
               enquiries  have  been made to  verify  the  facts and  statements
               contained therein; there are no other material facts the omission
               of which would make any fact or statement therein misleading;

          (p)  no Taxes (other than Indonesian Taxes) are imposed by withholding
               or  otherwise  on any payment to be made under this  Agreement or
               the  Relevant  Documents  (other than the Sales  Contract and the
               Trustee  and  Paying  Agent  Agreement)  or are  imposed on or by
               virtue of the  execution  or  delivery of this  Agreement  or the
               Relevant Documents (other than the Sales Contract and the Trustee
               and Paying Agent  Agreement) or any other  document or instrument
               to be executed or delivered hereunder or thereunder;

          (q)  save for the  registration  of the  Mortgage at the Office of the
               Deputy  Commissioner  of  Maritime  Affairs  in the  Republic  of
               Liberia,  it is not  necessary to ensure the  legality  validity,
               enforceability  or admissibility in evidence of this Agreement or
               any of the Relevant  Documents (other than the Trustee and Paying
               Agent  Agreement and the Sales  Contract)  that it or they or any
               other  instrument be notarised,  filed,  recorded,  registered or
               enrolled in any court, public office or elsewhere in the Republic
               of China,  the Republic of Liberia,  Indonesia or England or that
               any stamp,  registration  or similar tax or charge be paid in the
               Republic of China, the Republic of Liberia,  Indonesia or England
               on or in  relation  to  this  Agreement  or any  of the  Relevant
               Documents  (other than the Trustee and Paying Agent Agreement and
               the Sales Contract);

          (r)  this Agreement and each of the Relevant Documents (other than the
               Trustee and Paying Agent Agreement and the Sales Contract) is (or
               will upon execution be) in proper form for its enforcement in the
               courts of England;

          (s)  none of the  Vessel,  her  Earnings,  Insurances  or  Requisition
               Compensation  (each as defined in the Mortgage) the Charter,  the
               Contract,  the  Refund  Guarantees,   the  Bank  Guarantee,   the
               Performance Bond, the Management  Agreement,  the  Sub-management
               Agreement  or any  part  thereof  is or will be,  subject  to any
               Encumbrance save for any Permitted Encumbrance;

                                    Page 23
<Page>

          (t)  all  advances,  loans  or  other  monies  made  available  to the
               Borrower by its  shareholders  or  stockholders or any related or
               associated  company  rank after and  inferior to the Loan and the
               Borrower's Indebtedness under this Agreement;

          (u)  the  Borrower  has not  established  a place of  business  in the
               United Kingdom;

          (v)  the entire  issued share  capital of the Borrower  comprises  one
               thousand  (1,000) shares of par value $1.00 per share  registered
               as to 400  shares in the name of CPC,  400  shares in the name of
               Oxbow and 200 shares in the name of Golar Maritime;

          (w)  the copies of the  Relevant  Documents  (other than the  Security
               Documents)  and  all  other  written   information,   documentary
               evidence  and  certificates  delivered  or to be delivered to the
               Agent  pursuant  to Clause  9.01  and/or in  connection  with the
               Information  Memorandum  are, or will when delivered be, genuine,
               true  and  complete  copies  of  such  documents;   the  Relevant
               Documents  (other  than the Sales  Contract  and the  Trustee and
               Paying  Agent  Agreement)  constitute,   or  when  executed  will
               constitute, valid and binding obligations of the Borrower and the
               other  parties  thereto  enforceable  in  accordance  with  their
               respective terms (except insofar as enforcement may be limited by
               any   applicable   laws  relating  to   bankruptcy,   insolvency,
               administration  and  similar  laws  affecting  creditors'  rights
               generally,  and except insofar as stated in any  qualification or
               reservation contained in any original legal opinion given for the
               purpose of or as a condition  precedent to this Agreement) and no
               material  amendments thereof or variations thereto have been made
               or will, without the consent of the Agent, be made;

          (x)  each Refund Guarantee and the Bank Guarantee is, or upon issuance
               will be, in full force,  validity and effect and constitutes,  or
               upon  issuance  will   constitute   valid  and  legally   binding
               obligations of its issuing Bank  Guarantor,  enforceable  against
               its issuing Bank  Guarantor,  in accordance with its terms except
               insofar as  enforcement  may be limited  by any  applicable  laws
               relating to bankruptcy,  insolvency,  administration  and similar
               laws affecting creditors' rights generally, and except insofar as
               stated  in any  qualification  or  reservation  contained  in any
               original legal opinion given for the purpose of or as a condition
               precedent to this Agreement;

          (y)  the Performance Bond is, or upon issuance will be, in full force,
               validity  and  effect  and  constitutes,  or upon  issuance  will
               constitute  valid and legally  binding  obligations  of The Tokai
               Bank,  Ltd.,   enforceable   against  The  Tokai  Bank,  Ltd.  in
               accordance  with its terms except insofar as  enforcement  may be
               limited  by  any   applicable   laws   relating  to   bankruptcy,
               insolvency,  administration and similar laws affecting creditors'
               rights   generally,   and   except   insofar  as  stated  in  any
               qualification  or  reservation  contained in any  original  legal
               opinion  given for the purpose of or as a condition  precedent to
               this Agreement; and

                                    Page 24
<Page>

          (z)  the Borrower has not entered into any other  material  agreements
               other  than the  Relevant  Documents  and other  than  agreements
               entered into by the Borrower in the ordinary course of business.

7.02      The  representations  and  warranties in Clause 7.01 (other than those
          set  out  in  Clause  7.01(o),  (p),  (q)  and  (r)  and so  that  the
          representation  and warranty in Clause 7.01 (f) shall for this purpose
          refer to the then latest audited financial statements delivered to the
          Agent  under  Clause  8.01(e))  shall be deemed to be  repeated by the
          Borrower on and as of each day from the date of this  Agreement  until
          all moneys due or owing by the Borrower  under this  Agreement and the
          Security Documents have been paid in full as if made with reference to
          the facts and circumstances existing at each such date.

8.        UNDERTAKINGS

8.01      The Borrower  hereby  undertakes  with the Lenders and the Agent that,
          from the date of this  Agreement  and so long as any  moneys are owing
          under this Agreement or the Security Documents, the Borrower will:

          (a)  promptly  inform the Agent of any  occurrence of which it becomes
               aware which might  materially and adversely affect its ability to
               perform its  obligations  under this Agreement  and/or any of the
               Relevant  Documents and,  without  limiting the generality of the
               foregoing,  will inform the Agent of any Default  forthwith  upon
               becoming aware thereof;

          (b)  without  prejudice  to Clauses  7.02 and 9, 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 its
               obligations  under  this  Agreement  and  each  of  the  Relevant
               Documents;

          (c)  use the Loan  exclusively  for the  purposes  specified in Clause
               1.01;

          (d)  file or cause to be filed all tax returns required to be filed in
               all  jurisdictions in which it is situated or carries on business
               or is 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 and where such
               payment may be lawfully withheld);

          (e)  prepare   audited   financial   statements  of  the  Borrower  in
               accordance  with  generally  accepted  accounting  principles and
               practices  in  the  United  States  of  America  (or  such  other
               generally  accepted  accounting  principles  consented  to by the
               Agent, such consent not to be unreasonably withheld) consistently
               applied in respect of each  financial  year and cause the same to
               be  certified by its  auditors  and prepare  unaudited  financial
               statements  of the Borrower in respect of the first six (6) month
               period of each of its  financial  years on the same  basis as the
               annual  statements  and deliver as many copies of the same as the
               Agent may reasonably  require for  distribution to the Lenders as
               soon as  practicable,  but not later than one  hundred and twenty
               (120)  days  (in the case of  audited  financial  statements)  or
               ninety (90) days (in the case of unaudited financial  statements)
               after the end of the financial period to which they relate;

          (f)  deliver  to the Agent for  distribution  to the  Lenders  and the
               Agent as many copies as the Agent may reasonably require of every
               report, circular, notice or like document issued by the Borrower,
               the  Manager,  and each of the  Chargors to its  shareholders  or
               creditors generally, in each case at the time of issue thereof;

          (g)  provide  the Agent  with  such  financial  and other  information
               concerning the Borrower,  the Manager,  the Sub-manager,  each of
               the  issuers  of the  Letters  of  Undertaking  and  each  of the
               Chargors  and its  affairs  as the  Agent  may from  time to time
               reasonably  require  including,  without  limitation,   unaudited
               financial statements in respect of the first six (6) month period
               of each of its financial years and audited  financial  statements
               in respect of each  financial  year and  details of any  material
               litigation   pending  or,  to  the  knowledge  of  the  Borrower,
               threatened  against the Borrower,  the Manager,  the Sub-Manager,
               the issuers of the Letters of  Undertaking or the Chargors or the
               Vessel;

                                    Page 25
<Page>

          (h)  duly  and  punctually  perform  and use its  best  endeavours  to
               procure  the due and  punctual  performance  by each of the other
               parties  (other  than the Lenders and the Agent) of each of their
               respective material obligations under the Relevant Documents;

          (i)  ensure that its obligations under this Agreement and the Relevant
               Documents  to which it is a party rank at all times at least pari
               passu  with  all  its  other   present   and   future   unsecured
               Indebtedness  except as  mandatorily  preferred by law and not by
               contract;

          (j)  provide the Agent with copies on a monthly  basis of all progress
               reports, change orders and test results and notice and results of
               sea and gas trials and all such  other  information  as the Agent
               may   reasonably   require   regarding   the   Contract  and  the
               construction  of  the  Vessel  including,   without   limitation,
               evidence of the  Charterer's  approval of all relevant  stages of
               construction  in order to satisfy the Lenders that the  Charterer
               will accept the Vessel under the Charter on the Delivery Date;

          (k)  if any event occurs or  circumstance  exists as a result of which
               the  information  which  has  been  provided  by it to the  Agent
               hereunder would include an untrue statement of a material fact or
               omit to state any material fact or any fact necessary to make the
               statements therein, in the light of the circumstances under which
               they were made,  not  misleading,  the  Borrower  will inform the
               Agent and will  promptly  furnish to the Agent updated or revised
               information  which will correct such untrue  statement or include
               such omitted fact;

          (l)  to provide such  co-operation and assistance as may reasonably be
               required by any independent technical consultant appointed by and
               at the cost of the  Borrower  (having  first  consulted  with the
               Lenders  as to the  identity  and  suitability  of the  technical
               consultant) to oversee or report on the construction, maintenance
               and/or operation of the Vessel at any time;

          (m)  twelve  (12)  months  prior to the expiry of the Swap  Agreement,
               agree whether any interest rate hedging  strategy is necessary in
               order to protect  the  interests  of the  Lenders in  relation to
               interest payments scheduled to be made under this Agreement,  and
               if the  same is  considered  in good  faith  by the  Agent  to be
               prudent  (having regard to the then  prevailing  market  interest
               rates  and  their  volatility  and the  amount  of the Loan  then
               outstanding)  to agree the scope and  duration of such  strategy;
               and

          (n)  submit to the Agent, before the Delivery Date, a schedule for and
               its policies in relation to establishing  reserves to fund day to
               day and scheduled  operating expenses of the Vessel over the term
               of the Charter and to fund contingency reserves.

8.02      The  Borrower  hereby  undertakes  with the Lenders and the Agent that
          during the Loan  Period the  Borrower  shall not,  without the express
          prior written consent and approval of the Lenders:

          (a)  permit after the Delivery Date any  Encumbrance to exist upon the
               Vessel (other than (1) the Mortgage and  Permitted  Encumbrances,
               (2) liens for taxes not  delinquent  or being  contested  in good
               faith,  (3)  deposits or pledges to secure  performance  of bids,
               tenders,  contracts  (other  than  contracts  for the  payment of
               Borrowed Money), leases, public or statutory obligations,  surety
               or appeal  bonds,  or other  deposits or pledges for  purposes of
               like general nature  incurred in the ordinary course of business,
               (4) liens for current  crews'  wages and liens for  salvage,  (5)
               liens or other  Encumbrances  arising in the  ordinary  course of
               business  or by  operation  of law (each of (2) to (5)  inclusive
               above being deemed to be Permitted  Encumbrances for the purposes
               of this Clause 8.02)); or sell all or part of, the Vessel; or

          (b)  cause any debentures to be issued, nor create,  incur,  permit to
               exist or assume any  mortgage,  pledge,  lien,  fixed or floating
               charge or other  security  interest or  Encumbrance  upon or with
               respect to any of its  property or assets or assign or  otherwise
               convey  any  rights  to  receive  income,  other  than  Permitted
               Encumbrances; or

                                    Page 26
<Page>

          (c)  create, incur, assume, suffer to exist or in any manner become or
               remain  liable for any  Indebtedness  for  Borrowed  Money or for
               lease rentals,  other than (1) Indebtedness under the Contract or
               normally  associated with the day to day operation of the Vessel,
               or otherwise in the normal course of business, in each case which
               is not material,  (2)  Indebtedness  under this Agreement and the
               other  Security  Documents  and (3)  Indebtedness,  including all
               shareholder's  advances,  which by its terms is  subordinate  and
               subject in right of  payment to the prior  payment in full of the
               Indebtedness under or pursuant to this Agreement and the Security
               Documents; or

          (d)  assume,  guarantee,  endorse,  contingently  agree to purchase or
               provide funds for the payment of, agree to maintain the net worth
               or working  capital  of or  otherwise  support or "keep  well" or
               otherwise become liable in respect of any material  obligation of
               any  person,   except  (1)  by  the   endorsement  of  negotiable
               instruments for deposit or collection or similar  transactions in
               the ordinary course of business,  or (2) in favour of the Lenders
               and/or the Agent; or

          (e)  make any loan or  advance  to any  person,  other  than  loans or
               advances  which are made in the  ordinary  course of business and
               which are not material; or

          (f)  incur any  Indebtedness  to any of the  Chargors or any of its or
               their  associated   companies  which  does  not  rank  after  its
               Indebtedness under this Agreement in priority of payment; or

          (g)  redeem, repay,  purchase,  cancel or otherwise return, acquire or
               reduce  all or any  class  or part of its  issued  share  or loan
               capital   (the   written   consent  of  the  Lenders  not  to  be
               unreasonably withheld); or

          (h)  permit any transfer or change in the registered  ownership of any
               of its issued shares at the date of this  Agreement,  or allot or
               issue any new  shares,  or grant or permit  the  granting  of any
               option to  acquire  any of its  issued or  unissued  shares  (the
               written consent of the Lenders not to be unreasonably  withheld);
               or

          (i)  acquire any vessel other than the Vessel; or

          (j)  carry  on or  engage  in or be  concerned  with any  business  or
               activities  except those of owner and operator of an  ocean-going
               vessel and activities incidental thereto; or

          (k)  sell,  lease,  transfer  or  otherwise  dispose  of, or (save for
               requisitions for hire or requisitions of title) cease to exercise
               full and direct  control  over any part of its  present or future
               undertaking,  properties,  assets, rights or revenues (whether by
               one or series of transactions, related or not); or

          (l)  change  its  accounting  periods  or its  auditors  (the  written
               consent of the Lenders not to be unreasonably withheld); or

          (m)  factor,  sell,  assign,  discount  or  otherwise  dispose  of any
               present or future book or other debts,  claims or securities  for
               money; or

          (n)  form or  co-operate  in the  formation of, or purchase or acquire
               any Subsidiary; or

          (o)  permit any change to be made in its overall control or permit any
               material change to be made in its management (the written consent
               of the Lenders not to be unreasonably withheld); or

          (p)  amalgamate, merge or consolidate with any other company or person
               or undertake,  undergo,  enter into or become subject to any kind
               of  reconstruction or reorganisation or any scheme or arrangement
               for any of the foregoing; or

          (q)  up to and including  the Delivery  Date,  permit its  Debt/Equity
               Ratio to be more than 78:22.


                                    Page 27
<Page>

8.03      The Borrower hereby undertakes with the Lenders and/or the Agent that,
          from the Delivery  Date and so long as any moneys are owing under this
          Agreement or any of the other Security Documents, the Borrower will:

          (a)  ensure that the Vessel is:

              (i)    in the absolute and unencumbered  ownership of the Borrower
                     and registered in the name of the Borrower, subject only to
                     the Mortgage and any Permitted Encumbrances,  which will be
                     registered  against  the Vessel  through  the Office of the
                     Deputy  Commissioner of Maritime Affairs of the Republic of
                     Liberia in New York;

              (ii)   on each occasion  immediately  before the vessel leaves any
                     port,  operationally  sea-worthy  and in every  way fit for
                     service  under  and in  compliance  with  the  terms of the
                     Charter;

              (iii)  classed and insured in  accordance  with the  provisions of
                     the Mortgage and the General Assignment; and

              (iv)   on time  charter to the  Charterer  (or any other  party to
                     which the  Charterer is entitled to assign its rights under
                     the Charter in circumstances  where it remains fully liable
                     under the Charter) under the Charter (or on time charter to
                     any other  charterer under any other charter in replacement
                     of the Charter  which the  Borrower may enter into with the
                     prior written  consent of the Lenders which the Lenders may
                     withhold  entirely at their  discretion)  at a rate of hire
                     sufficient to meet the operating and  maintenance  expenses
                     of the Vessel and the Borrower's payment  obligations under
                     this Agreement and the Security Documents;

          (b)  not  permit  any  company  other  than the  Manager or such other
               company  as shall be  approved  in  writing  by the  Agent  (such
               consent not to be  unreasonably  withheld),  to be the manager of
               the Vessel;

          (c)  not permit any  company  other than  Gotaas-Larsen  International
               Limited, or such other company as shall be approved in writing by
               the  Agent  (such  approval  not  to  be  unreasonably  withheld,
               provided  (without  limitation)  that the Agent may  withhold its
               consent  if the  rights  or  interests  of the Agent  and/or  the
               Lenders might be adversely affected) to be the Sub-manager of the
               Vessel under the Sub-Management Agreement;

          (d)  not without the  consent of the Lenders  (such  consent not to be
               unreasonably withheld) change the flag or registry of the Vessel;
               and

          (e)  ensure that the Borrower shall furnish the Agent for distribution
               to the Lenders from time to time promptly on request:

              (i)    documentary    evidence   of   the   Vessel's   provisional
                     registration  (and  subsequently  the  Vessel's   permanent
                     registration,  which  the  Borrower  undertakes  to  obtain
                     within  270 days of the  Delivery  Date) in the name of the
                     Borrower  under  the  laws  and  flag  of the  Republic  of
                     Liberia;

              (ii)   all such  information  as the Agent shall from time to time
                     reasonably  require  regarding the Vessel,  her employment,
                     position and  engagements,  particulars  of all towages and
                     salvages,  copies of all charters and other  contracts  for
                     her employment or otherwise howsoever concerning her;

              (iii)  at the request of the Agent,  on no more than one  occasion
                     in each twelve (12) month period,  provide the Agent at the
                     expense  of the  Borrower  with a  valuation  report of the
                     Vessel by an independent broker or valuer acceptable in all
                     respects to the Agent; and

                                    Page 28
<Page>

              (iv)   all such  information  as the Agent shall from time to time
                     reasonably  require  regarding  all  insurances  on  or  in
                     respect of the Vessel  and  copies of all  policies,  cover
                     notes and all other  contracts of insurance  which are from
                     time to time  taken out or  entered  into in respect of the
                     Vessel or otherwise howsoever in connection with the Vessel
                     so that the Agent is at all times able to determine whether
                     the Vessel has been  adequately  insured as provided for in
                     the Mortgage and the General Assignment;

          (f)  disclose  to the Agent all  material  agreements  relevant to the
               Loan and the Relevant  Documents  made by or between the Borrower
               and any other parties to any Relevant  Document,  and to disclose
               any  other  material  agreements  relevant  to the  Loan  and the
               Relevant Documents of which it becomes aware;

          (g)  provide  the  Agent for  distribution  to the  Lenders  financial
               information  relating  to the  Vessel  and  its  operations  when
               requested and in any event semi-annually;

          (h)  upon first demand by the Agent and subject always to the Borrower
               obtaining  the  consent  of the  Charterer,  which  the  Borrower
               undertakes to use its best  endeavours  to obtain),  transfer the
               Vessel from the Liberian  Registry to such other  registry as the
               Agent and the  Borrower  may  agree,  or failing  agreement  such
               registry as the Agent may nominate, and subject to a new mortgage
               in favour of the Agent such form as the Agent may require.

8.04      The Borrower hereby undertakes with the Lenders and the Agent that:-

          (a)  without  prejudice to any other retentions to be made pursuant to
               the  provisions  of the Security  Documents,  the Borrower  shall
               establish  with the Trustee a debt  reserve  fund which,  for the
               period of five (5)  years  from the  Delivery  Date  shall,  once
               established, be:

              (i)    in the period up to and including the First  Repayment Date
                     maintained in an amount not less than the aggregate amounts
                     of principal,  Net Interest and other moneys payable by the
                     Borrower under the Financial Agreement, the Swap Agreements
                     and the Additional  Swap  Agreements on the First Repayment
                     Date; and

              (ii)   following the First Repayment Date, maintained in an amount
                     not less  than the  aggregate  amounts  of  principal,  Net
                     Interest and other moneys payable by the Borrower under the
                     Financial Agreement, the Swap Agreements and the Additional
                     Swap Agreements  during a period of six (6) months from the
                     first day of each Interest Period (such sum as conclusively
                     certified  by the Agent in  accordance  with Clause 5.04 of
                     the  Collateral  Agreement)  and  thereafter  (provided (i)
                     there has been no default  which is  continuing  under this
                     Clause  8.04(a) and (ii) the Agent has expressly  consented
                     having first obtained  approval from the Majority  Lenders)
                     shall be  maintained in an amount not less than a sum equal
                     to five (5) months' debt service requirement  (certified as
                     aforesaid) for the remainder of the Security Period;


                                    Page 29
<Page>

          (b)  on  the  first  Repayment  Date  and  thereafter  throughout  the
               remainder of the Loan Period,  the Borrower shall maintain a debt
               service coverage ratio ("DCR") at or above 1.10:1 where

                                 Cash Available

               DCR  =
                      -----------------------------------

                      Loan principal, Net Interest and fees and expenses payable
                      under this  Agreement  and the Security  Documents  (i) in
                      respect  of the first  Repayment  Date,  in the six months
                      immediately  preceding the first  Repayment Date, and (ii)
                      in  respect  of any other  Repayment  Date,  in the period
                      commencing on (but  excluding) the  immediately  preceding
                      Repayment Date and completing on (and  including) the next
                      ensuing Repayment Date (each a "repayment period"); and

          (c)  the Borrower  will not without the prior  written  consent of the
               Agent pay any  dividends  prior to the first  Repayment  Date and
               thereafter  only  out of  funds  standing  to the  credit  of the
               Surplus  Account (as  defined in the  Collateral  Agreement)  and
               subject to (i) compliance  with the provisions of sub-clauses (a)
               and (b)  above,  (ii)  maintaining  the Debt  Service  Reserve as
               required by clause 5 of the  Collateral  Agreement,  and (iii) no
               Default  having  occurred and  continuing,  and (iv) the Borrower
               confirming  in writing  to the Agent that it does not  anticipate
               any cash  deficiency  which might  prevent it meeting  forecasted
               operating  costs  and  capital  expenditure  of  the  Vessel  and
               scheduled payments under this Agreement,  the Swap Agreements and
               the Additional Swap Agreements during the immediately  succeeding
               12 month period.

9.        CONDITIONS

9.01      The obligation of the Lenders to make the COMMITMENT  AVAILABLE  shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received  no later than SEVEN (7) BANKING
          DAYS before the day on which the FIRST DRAWDOWN  NOTICE for an Advance
          is given, the documents and evidence specified in PART 1 OF SCHEDULE 3
          in form and substance satisfactory to the Agent.

9.02      The  obligation of the Lenders to make EACH  SUBSEQUENT  ADVANCE other
          than  the  Advance  on the  Delivery  Date  shall  be  subject  to the
          condition that the Agent, or its duly authorised representative, shall
          have received no later than the DATE ON WHICH THE DRAWDOWN  NOTICE FOR
          SUCH ADVANCE IS GIVEN, the documents and evidence  specified in PART 2
          OF SCHEDULE 3, in form and substance satisfactory to the Agent.

9.03      The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE
          available or to maintain the Loan on or after the Delivery Date, shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received  NO LATER THAN THE DATE ON WHICH
          THE  DRAWDOWN  NOTICE for such  Advance is given,  the  documents  and
          evidence  specified  in PART 3 OF  SCHEDULE  3, in form and  substance
          satisfactory to the Agent.

9.04      The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE
          available or to maintain the Loan on or after the Delivery Date, shall
          be subject to the  condition  that the Agent,  or its duly  authorised
          representative,  shall have  received ON OR PRIOR TO THE DELIVERY DATE
          the documents  and evidence  specified in PART 4 OF SCHEDULE 3 in form
          and substance satisfactory to the Agent.

                                    Page 30
<Page>

9.05      The  obligation  of the  Lenders to make any Advance is subject to the
          further condition that at the time of giving each Drawdown Notice for,
          and at the time of the making of, each Advance:

          (a)  the  representations  and  warranties set out in Clauses 7.01 and
               7.02 (and so that the  representation and warranty in Clause 7.01
               (f)  shall  for this  purpose  refer to the then  latest  audited
               financial  statements  delivered  to the Agent under  Clause 8.01
               (e)) 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 Advance.

9.06      Not later than seven (7)  Banking  Days prior to the date on which any
          Advance  is to be  drawndown  or,  as the case may be,  each  Interest
          Payment Date, the Agent may request and the Borrower shall,  not later
          than two (2) Banking Days prior to such date if it is  practicable  to
          do so,  or  otherwise  (with  the  consent  of the  Agent)  as soon as
          possible  thereafter,  deliver  to the Agent on such  request  further
          information  as to any or all of the matters  which are the subject of
          Clauses 7, 8, 9 and 10.

9.07      The conditions precedent set out in this Clause 9 are inserted for the
          sole  benefit  of the  Lenders,  and may be waived on their  behalf in
          whole or in part and with or without  conditions  by the Lenders on or
          before the relevant Drawdown Date without prejudicing the right of the
          Agent acting on instructions from the Lenders to require fulfilment of
          such conditions in whole or in part at any time thereafter.

10.       EVENTS OF DEFAULT

10.01     There shall be an Event of Default if:

          (a)  the  Borrower  fails  to pay any sum  payable  by it  under  this
               Agreement  and/or  any  of the  Relevant  Documents  at the  time
               stipulated in this Agreement or such Relevant Document within two
               (2)  Banking  Days of the due  date  (or,  in the case of any sum
               payable on demand,  within five (5) Banking Days of demand) or in
               the  currency or in the manner  stipulated  in this  Agreement or
               such Relevant Document; or

          (b)  the Borrower or any other party (if any,  other than the Lenders,
               the  Counterparties and the Agent) commits any material breach of
               or omits to observe any of its obligations or undertakings  under
               this Agreement  and/or any of the Relevant  Documents (other than
               the Sales Contract and the Trustee and Paying Agent Agreement and
               other  than as  referred  to in  sub-clause  (a) above)  and,  in
               respect of any such  breach or  omission  or any Event of Default
               described  below which in the reasonable  opinion of the Agent is
               capable  of  remedy,  such  action as the  Agent  may  reasonably
               require  shall not have been taken  within seven (7) Banking Days
               of the Agent  notifying the Borrower or, as the case may be, such
               other party of such default and of such required action; or

          (c)  any  representation  or  warranty  made or  deemed  to be made or
               repeated by or in respect of the  Borrower or any other party (if
               any, other than the Lenders, the Counterparties and the Agent) in
               or  pursuant  to  this  Agreement  and/or  any  of  the  Relevant
               Documents or in any notice,  certificate or statement referred to
               in or delivered  under this Agreement  and/or any of the Relevant
               Documents is or proves to have been  materially  incorrect in any
               material respect with reference to the facts existing at the date
               on which such representation or warranty was made or deemed to be
               made or repeated  and the Majority  Lenders  consider the same is
               likely to have an adverse  affect on the ability of the  Borrower
               or such other party to fulfil its respective material obligations
               under this Agreement or under any of the Relevant Documents; or

          (d)  any material Indebtedness of the Borrower is not paid when due or
               becomes  due or capable of being  declared  due prior to the date
               when it would  otherwise  have  become due (unless as a result of
               the exercise by the Borrower of a voluntary  right of prepayment)
               or any material  guarantee or indemnity  given by the Borrower in
               respect of Indebtedness is not honoured when due and called upon;
               or


                                    Page 31
<Page>

          (e)  any   consent,   authorisation,   licence  or   approval   of  or
               registration with or declaration to governmental or public bodies
               or  authorities  or courts  required by the Borrower or any other
               party (if any, other than the Lenders, the Counterparties and the
               Agent) to  authorise,  or required  by the  Borrower or any other
               party (if any, other than the Lenders, the Counterparties and the
               Agent) in connection  with,  the execution,  delivery,  validity,
               enforceability  or  admissibility  in evidence of this  Agreement
               and/or any of the Relevant  Documents or the  performance  by the
               Borrower  or any  such  party  of its  obligations  hereunder  or
               thereunder is modified in a manner  unacceptable  to the Agent or
               is not granted or is revoked or  terminated or expires and is not
               renewed or otherwise ceases to be in full force and effect or the
               Borrower or any such party  defaults in the  observance of any of
               the conditions or  restrictions  imposed in or in connection with
               any of the same and the  Majority  Lenders  consider  the same is
               likely to have an adverse  affect on the ability of the Borrower,
               or  such  other  party,   to  fulfil  its   respective   material
               obligations   under  this   Agreement  or  any  of  the  Relevant
               Documents; or

          (f)  a  creditor  attaches  or takes  possession  of,  or a  distress,
               execution,  sequestration  or other process is levied or enforced
               upon  or  sued  out  against  any of the  material  undertakings,
               assets,  rights or revenues of the Borrower and is not discharged
               within seven (7) Banking Days; or

          (g)  the Borrower suspends payment of its debts or is unable or admits
               inability  to pay  its  debts  as  they  fall  due  or  commences
               negotiations with one or more of its creditors with a view to the
               general  readjustment  or  rescheduling  of  all or  part  of its
               indebtedness  or proposes or enters into any composition or other
               arrangement  for  the  benefit  of  its  creditors  generally  or
               proceedings  are commenced in relation to the Borrower  under any
               law,  regulation  or  procedure  relating  to  reconstruction  or
               readjustment of debts; or

          (h)  the  Borrower  takes  any  action or any  legal  proceedings  are
               started  or  other  steps  taken  for  (i)  the  Borrower  to  be
               adjudicated  or found  bankrupt  or  insolvent  (ii)  other  than
               pursuant to a voluntary reconstruction or voluntary amalgamation,
               the winding-up or dissolution of the Borrower or (iii) other than
               pursuant to a voluntary reconstruction or voluntary amalgamation,
               the  appointment  of a liquidator,  trustee,  receiver or similar
               officer  of the  Borrower  or of the  whole  or any  part  of its
               undertakings,  assets,  rights or revenues save for those actions
               or  legal  proceedings  considered  by  the  Agent  in  its  sole
               discretion to be vexatious or malicious and which are  discharged
               or stayed within 30 days ; or

          (i)  any event  occurs or  proceedings  is taken  with  respect to the
               Borrower in any  jurisdiction to which it is subject which has an
               effect  equivalent  or similar to any of the events  mentioned in
               Clause 10.01(f), (g) or (h); or

          (j)  the Borrower  suspends or ceases or threatens to suspend or cease
               to carry on its business; or


                                    Page 32
<Page>

          (k)  all or a part  deemed  material  by the  Majority  Lenders of the
               undertakings,  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  (save that this paragraph (k) shall not apply
               in relation to the Vessel in  circumstances  where the  Insurance
               proceeds (if any) in relation to such  seizure,  nationalisation,
               expropriation or compulsory  acquisition are sufficient to repay,
               and  result  in  the  repayment  in  full  of,  the   Outstanding
               Indebtedness with 120 days of such occurrence); or

          (l)  any of the  Relevant  Documents  shall  at any  time  and for any
               reason  become  invalid or  unenforceable  or otherwise  cease to
               remain  in  full  force  and  effect,   or  if  the  validity  or
               enforceability of any of the Relevant Documents shall at any time
               and for any reason be contested by any party thereto  (other than
               the Lenders,  the  Counterparties  and the Agent), or if any such
               party  shall  deny  that it has any,  or any  further,  liability
               thereunder or it becomes  impossible or unlawful for the Borrower
               or any  other  party  (if any) to any of the  Relevant  Documents
               (other than the  Lenders,  the  Counterparties  and the Agent) to
               fulfil any of the material covenants and obligations contained in
               any of the Relevant Documents or for the Lenders and/or the Agent
               to exercise the rights or any of them vested in it  thereunder or
               otherwise; or

          (m)  there occurs, in the opinion of the Majority Lenders,  a material
               adverse  change in the  financial  condition  of the  Borrower by
               reference  to the  financial  statements  referred  to in  Clause
               7.01(f) and/or Clause 8.01 (e); or

          (n)  any other  event  occurs or  circumstance  arises  which,  in the
               opinion  of  the  Majority  Lenders,  is  likely  materially  and
               adversely to affect either (i) the ability of the Borrower or any
               other party (if any, other than the Lenders,  the  Counterparties
               and  the  Agent)  to  perform  all  or any  of  their  respective
               obligations  under or  otherwise to comply with the terms of this
               Agreement  and/or  any of the  Relevant  Documents  or  (ii)  the
               security  created by this  Agreement  and/or any of the  Relevant
               Documents; or

          (o)  any  Encumbrance  in  respect  of any of the  property  (or  part
               thereof)  which is the subject of the Security  Documents (or any
               of them) becomes enforceable; or

          (p)  there is any change in the ultimate legal or beneficial ownership
               of the  shares in the  Borrower  or,  without  the prior  written
               consent of the Agent, the Manager or the Sub-manager; or

          (q)  the  Borrower or any other party  (other  than the  Lenders,  the
               Counterparties and the Agent) repudiates this Agreement or any of
               the  Relevant  Documents  or does or causes or permits to be done
               any act or  thing  evidencing  an  intention  to  repudiate  this
               Agreement or any of the Relevant Documents; or

          (r)  any of the Relevant Documents is breached in any material respect
               or terminated  or cancelled by any party thereto  (other than the
               Lenders, the Counterparties and the Agent) or any moneys assigned
               pursuant to any of the Security  Documents are paid other than as
               provided therein; or

                                    Page 33
<Page>

          (s)  any of the events  referred to in paragraphs  (d), (f), (g), (h),
               (i) or (j) above  occurs  mutatis  mutandis  in  relation  to the
               Charterer,  the  Manager,  the  Sub-manager,  the  issuers of the
               Letters of  Undertaking,  any of the  Chargors  or,  prior to the
               Delivery Date,  the Contractor or the Builder (save,  in the case
               of the Manager and/or the Sub-manager,  in circumstances  where a
               replacement acceptable to the Agent is appointed within seven (7)
               Banking Days and subject to such  conditions as the Agent may see
               fit); or

          (t)  the Borrower, the Manager or the Sub-manager fails to comply with
               all national and international  conventions,  laws, and the rules
               and  regulations  thereunder,  applicable  to the  Borrower,  the
               Manager,  the  Sub-manager  or  the  Vessel,   including  without
               limitation,  all other  national and  international  conventions,
               laws, rules and regulations  relating to  environmental  matters,
               including  discharges of oil,  petroleum,  petroleum products and
               distillates,  chemicals,  pollutions and other substances if such
               failure, in the opinion of the Majority Lenders, could reasonably
               be expected to have a material  adverse  effect on the  business,
               assets,  operations,  property  or  financial  condition  of  the
               Borrower or on the security created by the Security Documents; or

          (u)  the  Borrower,  the  Manager,  the  Sub-manager  or the Vessel is
               involved in any incident  involving the  non-compliance  with any
               national or international or other  conventions,  laws, rules and
               regulations   relating  to   environmental   matters,   including
               discharges of oil,  petroleum,  petroleum  distillates  and other
               substances, if such incident could in the opinion of the Majority
               Lenders  reasonably be expected to have a material adverse effect
               on  the  business,  assets,  operations,  property  or  financial
               condition  of the  Borrower  or on the  security  created  by the
               Security  Documents  and in  respect  of any such  non-compliance
               which in the opinion of the Majority Lenders is capable of remedy
               such  action as the Agent may  require  shall not have been taken
               within ten (10) Banking Days of the Agent  notifying the Borrower
               of such required action; or

          (v)  the Borrower or any other relevant party fails or omits to comply
               with any  requirements  of the Vessel's  protection and indemnity
               association  to the  effect  that any  cover  (including  without
               limitation, U.S. Oil Pollution liability if the Vessel if trading
               to the  United  States)  is or may be liable to  cancellation  or
               exclusion  at any time  and,  in the case of any  exclusion,  the
               rights of the Lenders, the Counterparties  and/or the Agent might
               be materially affected; or

          (w)  if for any reason the Vessel is not  delivered  to, and  accepted
               by, the Borrower  under the  Contract on or before 31st  December
               2000 and the Borrower has not established to the  satisfaction of
               the  Majority  Lenders  that their  interests  are not  adversely
               affected.

10.02     The Agent  may and if so  requested  by the  Majority  Lenders  shall,
          without  prejudice  to any other  rights of the  Lenders,  at any time
          after  the  happening  of an Event of  Default  so long as the same is
          continuing by notice to the Borrower declare that:

          (a)  the obligation of the Lenders to make any Advance to the Borrower
               shall be terminated,  whereupon the aggregate Commitment shall be
               reduced to zero forthwith; and/or

          (b)  the Loan and all  interest  accrued  and all other  sums  payable
               under this  Agreement and 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.

11.       INDEMNITIES

11.01     The Borrower hereby undertakes and agrees to indemnify the Lenders and
          the Agent on demand,  without  prejudice to any of the other rights of
          the  Lenders  and the Agent  under  this  Agreement  and/or any of the
          Security Documents, against any loss (including any breakage costs and
          any loss  incurred as a result of  unwinding  any  interest  rate swap


                                    Page 34
<Page>

          arrangements  contained in any Swap Agreement) or expense in excess of
          any  additional  interest  received  by the  Lenders  and/or the Agent
          pursuant  to Clause  3.04 which the  Lenders  and/or  the Agent  shall
          certify as  sustained  or incurred by it as a  consequence  of (i) any
          default in payment by the Borrower of any sum under this  Agreement or
          any of the Security  Documents  when due,  (ii) the  occurrence of any
          Event of Default,  (iii) any  prepayment  of the Loan or part  thereof
          being made under Clauses 4.02, 4.03, 12.01,  12.02, or 12.03 otherwise
          than on the last day of an Interest Period relating to the part of the
          Loan  prepaid or (iv) any  Advance not being drawn down for any reason
          (excluding  any default by the Lenders and the Agent) after a Drawdown
          Notice has been given,  including,  in any such case,  but not limited
          to,  any loss or expense  sustained  or  incurred  in  maintaining  or
          funding  the  Advance  or  any  part  thereof  or  in  liquidating  or
          re-employing  deposits  from  third  parties  acquired  to  effect  or
          maintain the Loan or any part thereof.

11.02     If any sum due from the  Borrower  under this  Agreement or any of the
          Security  Documents or any order or judgment given or made in relation
          hereto has to be converted from the currency ("the first currency") in
          which  the  same is  payable  under  this  Agreement  or the  relevant
          Security  Document  or under  such  order  or  judgment  into  another
          currency  ("the  second  currency")  for the  purpose of (i) making or
          filing a claim or proof against the Borrower,  (ii) obtaining an order
          or judgment  in any court or other  tribunal  or (iii)  enforcing  any
          order or judgment  given or made in relation to this  Agreement or any
          of the Security  Documents,  the  Borrower  shall  indemnify  and hold
          harmless  the Lenders  and/or the Agent,  as the case may be, from and
          against any loss  suffered as a result of any  difference  between (a)
          the rate of  exchange  used for such  purpose  to  convert  the sum in
          question from the first currency into the second  currency and (b) the
          rate or rates of exchange at which the  Lenders  and/or the Agent,  as
          the case may be, 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
          11.02  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
          this Agreement or 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.  Provided that there is no  continuing  Default and that the
          Borrower has paid all amounts outstanding under this Agreement and the
          Security  Documents,  any surplus arising from any exchange  operation
          referred to in this Clause  11.02 shall be promptly  paid by the Agent
          or the Lender  concerned (as the case may be) to the Borrower or as it
          may direct. If amounts remain  outstanding under this Agreement and/or
          the Security  Documents,  then any such  surplus  shall be paid by the
          Agent or the Lender  concerned to the Earnings  Account (as defined in
          the Collateral Agreement).

11.03     The  Borrower  shall not be obliged  under this Clause 11 to indemnify
          any Lender or the Agent against a loss or liability to the extent that
          such loss or liability is a direct result of the wilful  misconduct of
          that Lender or the Agent, as the case may be.

12.       UNLAWFULNESS, INCREASED COSTS, ALTERNATIVE INTEREST RATES

12.01     If any law,  regulation  or  regulatory  requirement  or any judgment,
          order or  direction of any court,  tribunal or authority  binding upon
          the Lenders in the jurisdiction in which they are respectively  formed
          or has their  respective  principal or lending  office or in which any
          action is required to be  performed  by them for the  purposes of this
          Agreement  (whether or not in force before the date of this Agreement)
          renders it unlawful for any Lender to make or maintain its  Commitment
          or maintain  or fund the Loan or any part  thereof or to carry out any
          of its other  obligations  under  this  Agreement  such  Lender  shall
          promptly inform the Agent who shall forthwith inform the Borrower.  If
          it  shall  be so  unlawful  for any  Lender  to  maintain  or fund its


                                    Page 35
<Page>

          Commitment or the Loan, the Agent shall,  at the request and on behalf
          of such  Lender,  shall  give  notice to the  Borrower  reducing  such
          Lender's  Commitment  to zero and/or  requiring the Borrower to prepay
          such Lender's  Contribution  by the latest date permitted by such law,
          regulation,  regulatory requirement,  judgment, order or direction and
          the Borrower  shall prepay such  Lender's  Contribution  in accordance
          with and  subject to the terms of such  notice and the  provisions  of
          Clause 12.04.  Without  prejudice to the obligation of the Borrower to
          make such  prepayment,  the Borrower,  the Agent and such Lender shall
          negotiate  in good faith for a period not  exceeding  thirty (30) days
          with a view to such Lender  making  available  its  Commitment  and/or
          maintaining its Contribution in whole or part in a manner which is not
          unlawful.

12.02     If any law,  regulation  or  regulatory  requirement  or any judgment,
          order or  direction of any court,  tribunal or authority  binding upon
          any  Lender  in the  jurisdiction  in  which it is  formed  or has its
          principal  or lending  office or in which any action is required to be
          performed by it for the purposes of this Agreement taking effect after
          the date of this  Agreement or if  compliance  by such Lender with any
          direction,  request or requirement (whether or not having the force of
          law) of any monetary agency, central bank or competent governmental or
          other authority shall:

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

          (b)  impose,  modify or deem  applicable any reserve  requirements  or
               require the making of any special  deposits against or in respect
               of any assets or liabilities of, deposits with or for the account
               of, or loans by, such Lender; or

          (c)  impose on such Lender any other  condition  with  respect to this
               Agreement or its obligations under this Agreement,

          and, as a result of any of the  foregoing,  the cost to such Lender of
          making or keeping its  Commitment  available or maintaining or funding
          its  Contribution  is increased or the amount payable or the effective
          return to such Lender  under this  Agreement is reduced or such Lender
          makes a payment or forgoes a return on or  calculated  by reference to
          any amount payable to it under this  Agreement,  then and in each such
          case:

          (i)  such Lender shall forthwith  notify the Agent whereupon the Agent
               shall forthwith notify the Borrower.  The notification shall give
               particulars in reasonable detail of the circumstances giving rise
               to the event and of how such Lender may be affected;

          (ii) without in any way limiting, reducing or otherwise qualifying the
               obligations  of the Borrower  under this  Agreement,  such Lender
               shall,  in  consultation  with the Agent,  endeavour to take such
               reasonable  steps as may be open to it to mitigate or remove such
               circumstances  including (without obligation) the transfer of its
               rights and  obligations  under this  Agreement  to another of its
               lending offices or an Affiliate, in each case not affected by the
               relevant  circumstances  unless to do so might (in the opinion of
               such Lender) be prejudicial to such Lender or be in conflict with
               such Lender's  general banking policies or involve such Lender in
               expense or an increased administrative burden;


                                    Page 36
<Page>

          (iii)on demand the Borrower  shall pay to the Agent for the account of
               such  Lender  the  amount  which  such  Lender  specifies  (in  a
               certificate  setting forth the basis of the  computation  of such
               amount) is required to compensate  such Lender for such increased
               cost,  reduction,  payment  or  forgone  return.  The  Borrower's
               obligation to make any such payment shall be conditional upon the
               Agent  delivering  to  the  Borrower  with  each  such  demand  a
               certificate from such Lender  specifying in reasonable detail the
               nature of the increased cost and the dates from which it applied;
               and

          (iv) the  Borrower  may, at any time after  receipt of such demand and
               certificate  notify  the Agent  that it will  prepay all (but not
               part only) of such Lender's  Contribution  to the Loan  whereupon
               the  Borrower  shall  prepay  an  amount  equal to such  Lender's
               Contribution  to the Loan in  accordance  with and subject to the
               provisions of Clause 12.04.

          Any demand under Clause 12.02 (iii) may be made at any time whether or
          not the Loan has been repaid.

12.03     Clause 12.02 does not apply to, and no amount shall be recoverable
          from the Borrower in respect of, any increased cost:

          (a)  which is compensated in full by the operation of Clause 6.07; or

          (b)  which is,  or is  attributable  to,  any Tax on the  overall  net
               income or profits of the affected Lender.

12.04     (a)  If and  whenever,  at any time prior to the  commencement  of any
               Interest  Period in respect of any Advance,  the Agent shall have
               determined (which determination shall, in the absence of manifest
               error, be conclusive) that:

              (i)    adequate and fair means do not exist for  ascertaining  the
                     Floating  Rate  during  such  Interest  Period  pursuant to
                     Clause 3.02; or

              (ii)   deposits in Dollars are not available to the Lenders in the
                     London  interbank  market  in  sufficient  amounts  in  the
                     ordinary course of business for such Interest Period; or

              (iii)  by reason of  circumstances  affecting the London interbank
                     market  generally  it is  impracticable  for the Lenders to
                     fund or continue to fund such Advance  during such Interest
                     Period;

               the Agent shall forthwith give notice (a "Determination  Notice")
               of such determination to the Borrower and to each of the Lenders.
               After the giving of any Determination Notice the Commitment shall
               not be  borrowed  until  notice to the  contrary  is given by the
               Agent to the Borrower.


                                    Page 37
<Page>

          (b)  During the period of ten (10) days after any Determination Notice
               has been given by the Agent  under  Clause  12.04 (a),  the Agent
               shall  certify  (having  consulted  with  the  Borrower  and  the
               Lenders) an alternative  basis (the  "Substitute  Basis") for the
               making or  continuation  of the Loan.  The  Substitute  Basis may
               (without   limitation)  include  alternative   interest  periods,
               alternative currencies or alternative rates of interest but shall
               include  a  margin  above  the  cost  of  funds  to  the  Lenders
               equivalent to the Margin.  The Substitute  Basis shall be binding
               upon the  Borrower and shall take effect in  accordance  with its
               terms from the date specified in the Determination Notice. During
               the period when a Substitute Basis is in force the Borrower,  the
               Agent and the Lenders shall consult not less frequently than once
               every  thirty  (30)  days with a view to  reverting  to the other
               provisions of this Agreement as soon as practicable.

          (c)  If the Borrower  determines  that it does not wish to continue to
               borrow the Loan on the basis of the Substitute  Basis it shall so
               notify  the  Agent  within  ten  (10)  days  of  receipt  of  the
               certificate  specifying  such  Substitute  Basis,  whereupon  the
               Borrower shall  forthwith  prepay the Loan in accordance with and
               subject to the  provisions of Clause 12.05  together with accrued
               interest  to the  date of  prepayment,  calculated  from the date
               specified in the  Determination  Notice at a rate per annum equal
               to  the  rate  certified  by the  Agent  to be an  interest  rate
               equivalent to the aggregate of (a) the Margin and (b) the cost to
               the Lenders of funding the Loan during the period  commencing  on
               the date specified in the Determination  Notice and ending on the
               date of prepayment.

12.05     When the Loan is prepaid by the  Borrower  pursuant  to this Clause 12
          the Borrower shall, at the time of such  prepayment,  pay to the Agent
          accrued interest thereon to the date of actual payment, any additional
          amount  payable  under  Clause 12.02 and all other sums payable by the
          Borrower to the Agent  and/or the Lenders  pursuant to this  Agreement
          (including,  without limitation,  any amounts payable under Clause 11)
          and pursuant to the Security Documents or any of them.

13.       SECURITY AND SET-OFF

13.01     All moneys  received by the Agent under or pursuant to this  Agreement
          or any of the Security  Documents  and  expressed to be  applicable in
          accordance  with the  provisions of this Clause 13.01 shall be applied
          by the Agent in the following manner:

          (a)  first  in  accordance  with  clause  8 of  the  Security  Sharing
               Agreement;

          (b)  secondly the surplus (if any) shall be paid to the Borrower or to
               whomsoever else may be entitled to receive such surplus.

13.02     The Borrower  hereby  authorises the Lenders at any time following the
          occurrence of a Default for so long as the same is continuing  without
          prejudice  to any  of  the  Lenders'  rights  at  law,  in  equity  or
          otherwise, and without notice to the Borrower:

          (a)  to apply any  credit  balance  standing  upon any  account of the
               Borrower with any branch of the Lenders and in whatever  currency
               in or towards  satisfaction  of any sum due to the Lenders  under
               this Agreement and/or any of the Security Documents;


                                    Page 38
<Page>

          (b)  in the name of the  Borrower  and/or any of the Lenders to do all
               such acts and 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 the Lenders.

          For all or any of the above  purposes  the Lenders are  authorised  to
          purchase  with the monies  standing  to the credit of such  account or
          accounts  such other  currencies  as may be  necessary  to effect such
          application.  The Lenders  shall not be obliged to exercise  any right
          given to them by this  Clause  13.02.  The  Lenders  shall  notify the
          Borrower  and the  Agent  forthwith  upon the  exercise  or  purported
          exercise  of any right of set-off  giving  full  details  in  relation
          thereto.

13.03     If at any time  the  proportion  which  any  Lender  has  received  or
          recovered  (whether by set-off or otherwise) in respect of its portion
          of any sum due from the Borrower to the Lenders  under this  Agreement
          (other  than a sum  received  for the  account  of that  Lender  alone
          pursuant to Clauses  6.07 or 12) is greater  (the amount of the excess
          being  referred to in this Clause 13.03 as the "excess  amount")  than
          the  proportion  of such  sum  received  or  recovered  by the  Lender
          receiving or  recovering  the smallest or no proportion of its portion
          of such sum:

          (a)  such Lender shall promptly  notify the Agent and shall pay to the
               Agent an amount  equal to the excess  amount and the Agent  shall
               notify the Borrower of receipt of such amount;

          (b)  the Agent shall treat such payment as if it were a payment by the
               Borrower on account of the sum due to all the Lenders  (including
               the Lender to which the  payment was made) to ensure that all the
               Lenders  share  rateably  (in  accordance  with their  respective
               Contributions to the Loan) in the benefit of such amount equal to
               the excess amount; and

          (c)  as between  the  Borrower  and such  Lender  the excess  shall be
               treated as not having been paid

          Provided that:

          (i)  such Lender shall not be obliged to share any excess amount which
               it  receives  as  a  result  of  or  in  connection   with  legal
               proceedings which it takes to recover sums owing to it under this
               Agreement  with any other  Lender which has a legal right to, but
               does not, join in such  proceedings  (unless such proceedings are
               instituted  without prior notice having been given by such Lender
               to the other Lenders through the Agent); and

          (ii) if any part of the relevant  receipt by such Lender is thereafter
               required to be repaid to the  Borrower,  the other  Lenders shall
               repay to the Agent for the  account of such Lender such amount as
               shall be necessary to ensure that all the Lenders share  rateably
               (in accordance with their  respective  Contributions to the Loan)
               in the amount of the receipt retained and the other provisions of
               (b) and (c) above shall apply only to the retained amount.

13.04     The Borrower hereby undertakes that

          (a)  except  insofar as  enforcement  may be limited by any applicable
               laws  relating  to  bankruptcy,  insolvency,  administration  and
               similar laws affecting  creditors' rights  generally,  and except
               insofar as stated in any  qualification or reservation  contained
               in any original  legal  opinion  given for the purpose of or as a
               condition  precedent to this  Agreement,  the Security  Documents
               shall both at the date of execution and delivery  thereof and, so
               long as any moneys are owing under this  Agreement or thereunder,
               be  valid  and  binding  obligations  of the  respective  parties
               thereto and rights of the Lenders  and the Agent  enforceable  in
               accordance with their respective terms; and


                                    Page 39
<Page>

          (b)  it will, at its own expense,  execute,  sign, deliver,  register,
               perfect and do and perform any and every such  further  mortgage,
               charge,  pledge,  lien,   hypothecation,   assignment,   security
               interest, assurance,  document, deed, instrument, act or thing as
               in the  reasonable  opinion  of the  Agent  may be  necessary  or
               desirable for perfecting the security contemplated or constituted
               by the Security Documents.

13.05     The Security  Documents are supplemental to this Agreement and, in the
          event of any conflict, the provisions of this Agreement shall prevail.

14.       ASSIGNMENT AND LENDING OFFICES

14.01     This  Agreement  shall be binding upon,  and enure for the benefit of,
          the  Lenders,   the  Agent  and  the  Borrower  and  their  respective
          successors.

14.02     The  Borrower  may  not  assign  or  transfer  any  of its  rights  or
          obligations under this Agreement.

14.03     Each Lender (an  "existing  Lender") may assign or transfer all or any
          part of its rights,  benefits and/or  obligations under this Agreement
          and the Security Documents to any one or more banks or other financial
          institutions  (in the case of an assignment,  an "Assignee" and in the
          case of a transfer a  "Transferee").  Written notice of any assignment
          of all or  part of any  Lender's  rights  and/or  benefits  under  the
          Agreement  and the Security  Documents  shall be given to the Borrower
          and the Agent as soon as  possible  after the same has been  effected.
          Any  transfer of all or part of any  Lender's  obligations  under this
          Agreement before the Delivery Date may only be effected with the prior
          written  consent of the Borrower,  such consent not to be unreasonably
          withheld  and the request for which  shall be promptly  responded  to,
          unless the Transferee shall be an Affiliate  company of such Lender or
          another  existing  Lender  (in  which  case no such  consent  shall be
          required, the Borrower consenting to such transfer by its execution of
          this  Agreement  provided  that,  in  the  case  of  a  transfer  to a
          subsidiary,  the proposed Transferee shall be of substantially similar
          financial  standing to the existing Lender or that Lender shall remain
          responsible for the performance of the Transferee's obligations).  Any
          such  transfer  shall be effected  upon five (5)  Banking  Days' prior
          notice by delivery to the Agent of a duly executed and duly  completed
          Transfer Certificate in which event, on the transfer date specified in
          such Transfer Certificate, to the extent that they are expressed to be
          the subject of the novation established by the Transfer Certificate:

          (a)  the Borrower,  the existing  Lender and the other parties to this
               Agreement shall be released from further  obligations towards one
               another  under  this  Agreement  and the  Security  Documents  in
               respect of such transferred  rights,  benefits and/or obligations
               and their  respective  rights  against  one  another  under  this
               Agreement   and  the  Security   Documents  in  respect  of  such
               transferred   rights,   benefits  and/or   obligations  shall  be
               cancelled (such rights and obligations  being referred to in this
               Clause 14.03 as "discharged rights and obligations"); and

          (b)  the  Borrower,  the  Transferee  and the  other  parties  to this
               Agreement  shall assume  obligations  towards one another  and/or
               acquire  rights  against  one  another  which  differ  from  such
               discharged  rights  and  obligations  only  insofar  as they  are
               exercisable by or against the Transferee in place of the existing
               Lender.

          The Agent  shall  promptly  notify  the other  parties  thereof of the
          receipt by it of any Transfer Certificate and shall promptly deliver a
          copy  of such  Transfer  Certificate  to the  Borrower  and the  other
          Lenders.

14.04     The  Agent and the  Borrower  shall be fully  entitled  to rely on any
          Transfer  Certificate  delivered to the Agent in  accordance  with the
          foregoing  provisions  of this Clause 14 which is complete and regular
          on its face as regards its contents and  purportedly  signed on behalf
          of the existing Lender and the Transferee and neither the Agent or the
          Borrower shall have any liability or  responsibility to any party as a
          consequence of placing  reliance on and acting in accordance  with any
          such  Transfer  Certificate  if it proves to be the case that the same
          was not authentic or duly authorised.


                                    Page 40
<Page>

14.05     The  Borrower  and each Lender  irrevocably  undertakes  and agrees to
          counter-sign  each Transfer  Certificate  promptly upon request by the
          Agent subject to the terms of this Agreement.

14.06     If any Lender  assigns  all or any part of its rights or  benefits  or
          transfers all or any part of its rights,  benefits and/or  obligations
          as  provided  in  Clause  14.03  or  14.04  the  Borrower  undertakes,
          immediately  on being  requesting  to do so by such  Lender and at the
          cost of such Lender to enter into such  documents  as may be necessary
          or desirable  to assign to the Assignee or transfer to the  Transferee
          all or the relevant part of such Lender's  interest in this  Agreement
          and  the  Security  Documents  and  all  relevant  references  in this
          Agreement to such Lender shall  thereafter be construed as a reference
          to such Lender and/or its Assignee  and/or its Transferee (as the case
          may be) to the extent of their  respective  interests and, in the case
          of a  transfer  of all or  part  of  such  Lender's  obligations,  the
          Borrower  shall  thereafter  look  only  to the  Assignee  and/or  the
          Transferee (as the case may be) in respect of that  proportion of such
          Lender's  obligations  under  this  Agreement  as  corresponds  to the
          obligations  assumed by such Assignee  and/or  Transferee (as the case
          may be).

14.07     Each Lender  shall lend  through its branch set  opposite  its name in
          Schedule 1 or through any other  office of such Lender  selected  from
          time to time by it through  which such  Lender  wishes to lend for the
          purposes of this  Agreement  provided  that such Lender may not change
          its lending  office if such change shall have the effect of increasing
          the  costs  incurred  by  the  Borrower  under  or  pursuant  to  this
          Agreement.  If the  office  through  which  such  Lender is lending is
          changed  pursuant to this Clause  14.07,  such Lender shall notify the
          Agent and the Borrower promptly of such change.

14.08     Each Lender may grant or sell one or more  participations in the whole
          or any part of its  rights  in  respect  of its  Contribution  in such
          manner  and upon and  subject  to such  terms and  conditions  as such
          Lender,  in  its  discretion,   thinks  fit,  but  so  that  any  such
          participation  shall be on terms that the Borrower  shall  continue to
          deal exclusively with such Lender, and not with the participant,  with
          whom the Borrower  shall not have any  contractual  relationship,  and
          that such participant shall have rights and remedies only against such
          Lender, and not against the Borrower.

14.09     Any Lender may, without the prior consent of the Borrower, disclose on
          a confidential basis to a potential assignee or participant, or to any
          other person who may propose entering into contractual  relations with
          such Lender in relation to this Agreement,  such information about the
          Borrower as such Lender shall consider appropriate.

14.10     The following additional  provisions shall apply to each assignment of
          rights  and  benefits,  transfer  of  obligations  (whether  by way of
          novation or otherwise)  and change in lending  office (as the case may
          be) by a Lender made pursuant to this Clause 14:

          (a)  The Borrower's consent shall be obtained before any assignment or
               transfer  by any  Lender  where,  under  the  relevant  laws  and
               regulations  in force at the time of the  same,  that  Lender  is
               aware that the  Borrower  would be obliged to pay for the account
               of the relevant  Transferee or Assignee (as the case may be), any
               greater amount than it would have been obliged to pay had no such
               assignment or transfer been made by that Lender.

          (b)  For avoidance of doubt,  and without  prejudice to the generality
               of Clause 14.03 it shall be  reasonable  before the Delivery Date
               for the Borrower to withhold its consent to any proposed transfer
               by a Lender to a Transferee if the proposed  Transferee is not of
               substantially  similar financial  standing to the existing Lender
               Provided that the Borrower shall not withhold such consent if the
               existing  Lender remains  responsible  for the performance of the
               Transferee's obligations.


                                    Page 41
<Page>

15.       THE AGENT AND THE LENDERS

15.01     The Borrower  acknowledges that each Lender has irrevocably  appointed
          the Agent as its agent for the purposes of this  Agreement and each of
          the Security  Documents and authorised the Agent (whether or not by or
          through  employees  or  agents) to take such  action on such  Lender's
          behalf and to exercise such rights,  remedies,  powers and discretions
          as are  specifically  delegated to the Agent by the  Security  Sharing
          Agreement  and the Security  Documents,  together with such powers and
          discretions as are reasonably incidental thereto.

15.02     Except with the prior written consent of all of the Lenders, the Agent
          shall not have  authority  on behalf of the  Lenders to agree with the
          Borrower  any  amendment  to this  Agreement  or take any action which
          would (i) reduce the Margin  and/or  waive the  payment of or vary the
          basis of  calculation  of any of the fees or  interest  payable by the
          Borrower, (ii) extend the due date or reduce the amount of any payment
          of principal,  interest or other amount payable under this  Agreement,
          (iii)  change the  currency in which any amount is payable  under this
          Agreement,  (iv) increase any Lender's  Commitment or the aggregate of
          all the Commitments, (v) postpone the last day of the Drawdown Period,
          (vi) change this Clause 15.02,  (vii) amend the definition of Majority
          Lenders,  (viii) change the provisions of Clause 9 or waive any of the
          documents and evidence  specified in Schedule 3, or (ix) result in the
          release of any of the Security Documents.

15.03     The  Borrower  may  rely  upon  any  notice,   instruction   or  other
          communication  sent by the Agent and shall be under no  obligation  to
          enquire  further  whether it has been  approved  by, or  requires  the
          approval of, the requisite Lenders.

16.       NOTICES AND OTHER MATTERS

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

          (a)  be in writing  delivered  personally  or by first  class  prepaid
               letter  (airmail  if  available),   telex,   facsimile  or  cable
               (confirmed  in  the  case  of a  telex,  facsimile  or  cable  by
               first-class  prepaid letter sent within twenty four (24) hours of
               despatch,  but so that the non-receipt of such confirmation shall
               not affect in any way the  validity  of the telex,  facsimile  or
               cable in question);

          (b)  be deemed to have been received, subject as otherwise provided in
               this Agreement or the relevant Security Document,  in the case of
               a telex at the time of despatch with confirmed  answerback of the
               addressee appearing at the beginning and end of the communication
               (provided  that if the date of despatch is not a business  day 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),  in the case of a facsimile  at the time of  despatch  with
               electronic or other confirmation of receipt (provided that if the
               date of  despatch  is not a  business  day 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), in the case
               of a cable  twenty-four (24) hours after despatch and in the case
               of a letter when delivered  personally or seven (7) days after it
               has been put in to the post; and

          (c)  be sent:

              (1)    if to be sent to the Borrower, to it care of:

                     Gotaas-Larsen Ltd.
                     Southside, 105 Victoria Street
                     London SW1E 6QJ
                     Telex: 917497 GOLAR G
                     Facsimile: 44 171 834 2259


                                    Page 42
<Page>

              (2)    if to be sent to the Agent, to it at:

                     45th Floor, One Exchange Square
                     8 Connaught Place
                     Central
                     Hong Kong

                     Telex:  85090 ISA HX
                     Facsimile: (852) 2868 1448

              (3)    if to be sent to the  Lenders  or any of  them,  to them at
                     their respective addresses,  telex or facsimile numbers set
                     forth in Schedule 1;

              or to such other address, telex or facsimile number as is notified
              by one party to the other parties under this Agreement.

16.02     No  failure  or  delay  on the  part of the  Lenders  or the  Agent to
          exercise any power, right or remedy under this Agreement and/or any of
          the Security  Documents shall operate as a waiver  thereof,  nor shall
          any  single or  partial  exercise  by the  Lenders or the Agent 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  this  Agreement  and  in  the  Security   Documents  are
          cumulative and are not exclusive of any remedies provided by law.

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

16.04     Time shall be of the  essence  in the  performance  of the  Borrower's
          obligations under this Agreement and the Security Documents.

16.05     This  Agreement may be executed in any number of  counterparts  and by
          the different parties hereto on separate  counterparts,  each of which
          so  executed  and  delivered  shall  be  an  original,   but  all  the
          counterparts shall together constitute one and the same instrument.

16.06     Any provision of this Agreement  prohibited by or becomes  unlawful or
          unenforceable  under any applicable law actually  applied by any court
          of competent  jurisdiction  shall, to the extent required by such law,
          be severed from this  Agreement and rendered  ineffective so far as is
          possible without modifying the remaining provisions of this Agreement.
          Where however the provisions of any such applicable law may be waived,
          they are  hereby  waived  by the  parties  hereto  to the full  extent
          permitted by such law to the end that this Agreement  shall be a valid
          and binding agreement enforceable in accordance with its terms.

17.       LAW AND JURISDICTION

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

17.02     For the  benefit of the  Lenders  and the Agent,  the  parties  hereto
          irrevocably  agree that any legal action or  proceedings in connection
          with this  Agreement  against the Borrower or any of its assets may be
          brought in the English courts which shall have  jurisdiction to settle
          any disputes arising out of or in connection with this Agreement.  The
          Borrower  hereby  irrevocably  and  unconditionally   submits  to  the
          jurisdiction of such courts and the Borrower  irrevocably  designates,
          appoints and empowers HFW Nominees Limited (presently of Marlow House,
          Lloyds Avenue, London, EC3N 3AL) at its registered office for the time
          being in  England  to  receive  for it and on its  behalf,  service of
          process  issued  out of the  English  courts  in any  legal  action or
          proceedings  arising out of or in connection  with this  Agreement and
          the Security Documents.  Nothing in this Clause 17.02 shall affect the
          right of the  Lenders  and the  Agent to serve  process  in any  other
          manner  permitted by law but if the said process agent ceases to exist
          or have an office in the relevant  jurisdiction  where  process may be
          served,  the Borrower shall  forthwith  appoint  another process agent


                                    Page 43
<Page>

          with an office in that  jurisdiction  where  process may be served and
          shall  forthwith  notify the Agent  thereof.  The  submission  to such
          jurisdiction shall not (and shall not be construed so as to) limit the
          right of the Lenders and/or the Agent to take proceedings  against the
          Borrower in any other court of  competent  jurisdiction  nor shall the
          taking of  proceedings in any one or more  jurisdictions  preclude the
          taking of proceedings in any other jurisdiction,  whether concurrently
          or not.

17.03     The Borrower  waives any objection it may now or hereafter have to the
          laying of venue of any legal action or proceeding arising out of or in
          connection with this Agreement or any of the Security Documents in any
          court and any claim it may now or  hereafter  have that any such legal
          action or proceeding has been brought in an inconvenient forum.

17.04     The Borrower  waives any rights of sovereign  immunity which it or any
          of its properties may enjoy in any jurisdiction and subjects itself to
          civil and  commercial law with respect to its  obligations  under this
          Agreement and the Security Documents.

IN WITNESS  whereof the parties  hereto  have caused this  Agreement  to be duly
executed the day and year first above written.






                                    Page 44
<Page>

THE BORROWER
------------
SIGNED by                       )
                                )
for and on behalf of FARAWAY    )
                                )
MARITIME SHIPPING COMPANY       )



THE LEAD ARRANGER
-----------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE BANK OF TAIWAN              )



THE ARRANGERS
-------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT AGRICOLE INDOSUEZ        )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE FUJI BANK, LIMITED          )
                                )




                                    Page 45
<Page>

SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE INDUSTRIAL BANK OF          )
JAPAN, LIMITED                  )



SENIOR MANAGER
--------------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT LYONNAIS, OFFSHORE      ))
                                )
BANKING UNIT, TAIPEI            )



THE LENDERS
-----------
SIGNED by                       )
                                )
for and on behalf of            )
                                )
BANK OF TAIWAN                  )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT AGRICOLE INDOSUEZ        )






                                    Page 46
<Page>

SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE FUJI BANK, LIMITED          )
                                )





SIGNED by                       )
                                )
for and on behalf of            )
                                )
THE INDUSTRIAL BANK OF          )
JAPAN, LIMITED                  )



SIGNED by                       )
                                )
for and on behalf of            )
                                )
CREDIT LYONNAIS, OFFSHORE       )
                                )
BANKING UNIT, TAIPEI            )



THE AGENT
---------
SIGNED, SEALED and DELIVERED    )
                                )
by for and on behalf of INDOSUEZ)
                                )
ASIA SHIPFINANCE SERVICES       )
                                )
LIMITED in the presence of:     )



                                    Page 47
<Page>



                                   SCHEDULE 1

                                   The Lenders

Lenders                                                Commitment
-------                                                ----------

THE BANK OF TAIWAN                                     $60,000,000
Singapore Branch
80 Raffles Place #28-20
UOB Plaza 2
Singapore 0104
Telex: 24835 BOTSIN
Facsimile: (65) 536 8203

CREDIT AGRICOLE INDOSUEZ                               $46,500,000
9, Quai du President Paul Doumer
92400 COURBEVOIE
France
Telex:   650409 INSU X
Facsimile: (33 1) 41 89 29 87

THE FUJI BANK, LIMITED                                 $46,500,000
Singapore Branch
1 Raffles Place #20-00, OUB Centre
Singapore 048616
Republic of Singapore
Telex: RS24610 FUJIGIN
Facsimile: 65 438 5997

THE INDUSTRIAL BANK OF JAPAN, LIMITED                  $46,500,000
3-3, Marunouchi 1-chome
Chiyoda-ku, Tokyo 100
Japan
Telex: J22325: Answerback KOGIN J
Facsimile: 81-3-3215-0342
Atten: Corporate Banking Department No.5

CREDIT LYONNAIS,                                       $15,000,000
OFFSHORE BANKING UNIT, TAIPEI
16th Floor, Hung Kuo Building
167, Tun Hwa North Road
Taipei
Taiwan
Telex: 10304 CREDTPE
Facsimile: (8862) 718 8292


                                    Page 48
<Page>

                                   SCHEDULE 2

                             Form of Drawdown Notice


To:  Indosuez Asia Shipfinance  Services Limited 45th Floor, One Exchange Square
     8 Connaught Place Hong Kong

                                                       Date:       199

                         US$[214,500,000] Loan Facility
                              Agreement dated 1997

          We refer to the above  Agreement  and hereby  give you notice  that we
wish to drawdown an Advance in the sum of Dollars [ ] on  ............  19 . The
funds  should be  credited  to [name and  number  of  account]  with [ ] for the
purpose of [paying the [ ] instalment of the Contract Price to the Builder.]

          We confirm that:

          (i)  no event or  circumstance  has occurred and is  continuing  which
               constitutes a Default;

          (ii) the  representations  and warranties  contained in Clause 7.01 of
               the above Agreement are on the date hereof or, to the extent they
               are not,  will be on the  Drawdown  Date [or,  in the case of the
               Advance to be made on the Delivery  Date, to the extent that they
               are not, will be on the Delivery Date], true and correct;

          (iii)the  acceptance  of the  Commitment  [and  the  borrowing  of the
               Advance]  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  Agreement  shall have the same
meanings when used herein.

                                            For and on behalf of
                                            FARAWAY MARITIME SHIPPING COMPANY


                                            By:
                                               -------------------------------
                                            Name:
                                            Title:


                                    Page 49
<Page>

                                   SCHEDULE 3

                         List of Documents and evidence

                                     Part 1

(a)       a copy,  certified  as a true and  complete  copy by an officer of the
          Borrower of the Articles of Incorporation  and By-laws of the Borrower
          and an up-to-date list of the directors and officers of the Borrower;

(b)       a copy,  certified  as a true and  complete  copy by a  director,  the
          secretary or the  assistant  secretary of each of the Chargors and the
          Manager,  of the  constitutional  documents  of such  Chargor  and the
          Manager and an  up-to-date  list of the directors and officers of such
          Chargor and the Manager;

(c)       a certificate of resolutions of the Board of Directors of the Borrower
          approving  the  acceptance  of this  facility and the borrowing of the
          Loan and approving and authorising a person or persons to execute this
          Agreement,  the Collateral  Agreement,  the Contract  Assignment,  the
          Charter Assignment,  the Guarantee and Swap Receipts  Assignment,  the
          General Assignment,  the Management Contracts Assignment, the Mortgage
          and each of the other Relevant Documents to which it is a party;

(d)       a certificate of resolutions of the Board of Directors of each Chargor
          approving  and  authorising a person or persons to execute the Deed of
          Charge  and  each of the  other  Relevant  Documents  to which it is a
          party;

(e)       a certificate  of resolutions of the Board of Directors of each of the
          Manager and the  Sub-manager  approving  and  authorising  a person or
          person to execute the Management  Contracts Assignment (in the case of
          the Manager) and each of the other Relevant Documents to which it is a
          party;

(f)       a certificate  of  resolutions of Board of Directors of each issuer of
          the  Letters of  Undertaking  (other than PT Graha  Centermine)  and a
          copy,  certified  as a true  and  complete  copy  by a  director,  the
          secretary or the assistant  secretary of each issuer of the Letters of
          Undertaking,  of the  constitutional  documents  of the  issuer and an
          up-to-date list of the directors and officers of each issuer;


                                    Page 50
<Page>

(g)       a copy,  certified  as a true and  complete  copy by an officer of the
          Borrower  of all  consents,  authorisations,  licences  and  approvals
          required by the  Borrower,  the Chargors  and any other party  thereto
          other  than the  Lenders  and the Agent  (or,  in the  absence of such
          copies,   a   legal   opinion   establishing   that   such   consents,
          authorisations,   licences  and   approvals   have  been  obtained  or
          alternatively  that there are no consents  necessary),  in  connection
          with the  execution,  delivery,  validity and  enforceability  of this
          Agreement and the Relevant  Documents  (other than the Sales  Contract
          and the Trustee and Paying Agent  Agreement),  and the  performance by
          the Borrower, the Chargors and such other parties of, their respective
          obligations  hereunder and thereunder,  for the Borrower to borrow the
          Loan, and for the Borrower to pay the principal of and interest on the
          Loan and all other sums payable under this Agreement;

(h)       copies,  certified as a true and complete  copies by an officer of the
          Borrower of the Contract, the Shareholders'  Agreement, the Management
          Agreement, the Sub-management Agreement and the Charter, and copies of
          the Sales Contract and the Trustee and Paying Agent Agreement;

(i)       the original  Performance  Bond and the Refund Guarantee in respect of
          the first instalment of the Contract Price;

(j)       the Security Sharing Agreement,  Contract  Assignment,  the Management
          Contracts  Assignment  and the Guarantee and Swap Receipts  Assignment
          all duly  executed,  together  with the consents and  acknowledgements
          annexed  thereto  duly  executed  by the  Builder,  the  Manager,  the
          Sub-manager  and the Bank  Guarantors in respect of the Contract,  the
          Management Agreement,  the Sub-management  Agreement,  the Performance
          Bond and the first Refund Guarantee respectively;

(k)       the Deed of Charge, duly executed by the Chargors and all the relevant
          documents pursuant thereto;

(l)       the Charter Assignment,  duly executed by the Borrower,  together with
          the Charterer's Consent duly executed by the Charterer;

(m)       the  Collateral  Agreement,  duly  executed  by the  Borrower  and the
          Trustee;

(n)       the Letters of Undertaking and the Good Management  Undertaking,  each
          duly executed;

(o)       the Fee Letter,  duly  executed by the  Borrower and the Agent and the
          Trustee Fee Letter duly executed by the Trustee and the Borrower;

(p)       a copy,  certified  as a true copy by an officer of the  Borrower of a
          letter from HFW Nominees  Limited  accepting its  appointment as agent
          for receipt of service of  proceedings  under  Clause  17.02 and under
          each of the Security Documents in which it is or is to be appointed as
          the  agent of the  Borrower  and any  other  parties  to the  Security
          Documents;

                                    Page 51
<Page>

(q)       such satisfactory  legal opinions of legal advisers as the Lenders and
          the Agent shall require,  which legal  opinions shall extend  (without
          limitation) to the Borrower,  the Chargors, the issuers of the Letters
          of Undertaking,  the Charterer and any other parties considered by the
          Agent to be relevant;

(r)       a copy,  certified as a true copy by an officer of the Borrower of the
          receipt  for  payment of the first (1st)  instalment  of the  Contract
          Price specified under Section 8.2(a) of the Contract;

(s)       (save in respect  of an  Advance  made  available  pursuant  to Clause
          2.01(b)) evidence,  satisfactory to the Agent in all aspects, that the
          Chargors shall have maintained or, if necessary,  contributed  further
          equity  to  the  Borrower  so  that,  after  the  first  Advance,  the
          Debt/Equity ratio of the Borrower shall be not more than 78:22;

(t)       the Swap Agreement, Schedule thereto and each Confirmation (as defined
          therein),  duly executed by the Borrower and each Counterparty thereto
          or,  if  the  Borrower  chooses  not to  enter  into  sufficient  Swap
          Agreements  with  Counterparties  to hedge the Borrower's  exposure to
          interest rate  fluctuations  hereunder,  evidence  satisfactory to the
          Agent that the Borrower has entered into  Additional  Swap  Agreements
          (i) with banks or financial institutions  acceptable to the Arrangers,
          (ii) with a term of at least six (6) years and six (6) months from the
          Delivery  Date,  (iii) on terms with dates and  amounts  matching  the
          Borrower's interest payment obligations under this Agreement, and (iv)
          with an applicable interest rate of not more than eight point five per
          centum per annum (8.5% p.a.);

(u)       the certificates and  documentation set out in Part 3 of Schedule 1 to
          the Swap Agreement;

(v)       a certified  copy of the Deed of Guarantee  issued by Osprey  Maritime
          Limited to the Charterer under the Charter;

(w)       an  opinion  satisfactory  to  the  Agent  from  BANKASSURE  Insurance
          Services  Limited  confirming  that  the  requirements  set out in the
          Security  Documents  relating  to the  Insurances  (as  defined in the
          General  Assignment) are appropriate  (taking into account both market
          practice and the method of financing the Vessel);

(x)       the notice specified in Clause 6.02 of the Collateral Agreement,  duly
          executed by the Borrower,  the Charterer and Bank of America  National
          Trust and Savings Association, New York Branch; and

                                    Page 52
<Page>

(y)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practices in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure to the
          date of such financial  statement by the Borrower in relation to Total
          Project  Cost and  (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement.

                                     Part 2

(a)       (i)  Certified true copies of the  Contractor's  invoice under Section
               8.2  of  the  Contract  evidencing  that  the  instalment  of the
               Contract Price  specified in the relevant  Drawdown Notice is due
               and each of the other  documents to be produced by the Builder in
               respect thereof; and

          (ii) the original  Refund  Guarantee in respect of such  instalment of
               the Contract Price and the Bank Guarantor's consent and agreement
               to the assignment  thereof under and in accordance with the terms
               of the Guarantee and Swap Receipts Assignment; or

(b)       Evidence,  satisfactory  to the Agent in all respects,  of the purpose
          for which the  Advance is being made and that the  payment to which it
          relates is due;

(c)       Evidence, satisfactory to the Agent in all respects, that the Chargors
          shall have  contributed  further equity to the Borrower so that, after
          the relevant  Advance,  the Debt/Equity ratio of the Borrower shall be
          not more than 78:22; and

(d)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practises in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure by the
          Borrower to the date of such financial  statement in relation to Total
          Project  Cost and  (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement.

                                     Part 3

(a)       copies,  certified to be true copies by a director of the Borrower, of
          all documents which the Agent may reasonably  require  evidencing that
          all  necessary  action,  approvals,  consents or  authorisations  with
          respect to or in connection with the  registration of the Vessel under
          the  laws and flag of the  Republic  of  Liberia  have  been  taken or
          obtained;

                                    Page 53
<Page>

(b)       certified true copies of the Contractor's invoice under Section 8.2(e)
          of the Contract  evidencing that the final instalment is due under the
          Contract;

(c)       documentary evidence:

          (i)  that (if  applicable)  the  Government  of Japan has  granted  an
               export  licence  in  respect  of the  sale of the  Vessel  to the
               Borrower and that such export licence is in full force and effect
               as of such date;

          (ii) that  there  is no  lien,  charge  or  encumbrance  of  any  kind
               whatsoever on the Vessel,  her earnings or  insurance,  (save and
               except for the Contractor's and the Builder's right to retain the
               Vessel until paid for in accordance with the Contract),  it being
               understood that the declaration referred to in Section 17.3(a)(v)
               of the Contract will be sufficient documentary evidence;

          (iii)that the Vessel has been duly  completed  and will be accepted by
               the  Borrower on the  Delivery  Date as being in all  respects in
               accordance with the Contract;

(d)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practises in the United States of America  consistently
          applied,  reflecting  variation between (i) actual  expenditure to the
          date of such financial  statement in relation to Total Project Cost by
          the  Borrower  and (ii)  budgeted  expenditure  in  relation  to Total
          Project  Cost,  such  budgeted  expenditure  as  approved by the Agent
          before drawdown of the first Advance under this Agreement;

(e)       a certificate from the Secretary of the Borrower  confirming that each
          of  the  resolutions  referred  to in  the  certificate  described  in
          paragraph  (c) of Part 1 of this  Schedule  remain  in full  force and
          effect  and  have not  (except  as  consented  to by the  Agent)  been
          amended, modified or revoked in any respect;


                                    Page 54
<Page>

(f)       an  opinion  satisfactory  to  the  Agent  from  BANKASSURE  Insurance
          Services Limited  confirming that the Insurances  actually obtained by
          the Borrower  conform with the  requirements of this Agreement and the
          Security Documents; and

(g)        evidence, satisfactory to the Agent in all respects, that the total
           of all Advances made or to be made under this Agreement will not
           exceed seventy eight per centum (78%) of Total Project Cost, save as
           expressly envisaged by Clause 2.01(b).

                                     Part 4

(a)  evidence that the Vessel:

          (i)  has been  completed,  delivered  to and  accepted by the Borrower
               under the Contract;

          (ii) is registered in the name of the Borrower under the laws and flag
               of the  Republic  of  Liberia  free of  Encumbrances  other  than
               Permitted Encumbrances;

          (iii) is classed in accordance with Clause 7.01(k) of this Agreement;

          (iv) is insured in accordance  with the provisions of the Mortgage and
               the General  Assignment and all  requirements of the Mortgage and
               the General  Assignment  in respect of such  insurance  have been
               complied with; and

          (v)  that the  Vessel has been  accepted  by the  Charterer  under the
               Charter;

(b)       the  Mortgage  and the  General  Assignment  and all  documents  to be
          delivered pursuant thereto, each duly executed by the Borrower and the
          executed notices pursuant to the General Assignment;

(c)       evidence  that the  Mortgage  has been  registered  against the Vessel
          through the Office of the Deputy  Commissioner of Maritime  Affairs of
          the Republic of Liberia;

(d)       the Bank Guarantee,  duly executed by the relevant Bank Guarantor, and
          the consent and agreement of such Bank  Guarantor to the assignment of
          the Bank  Guarantee  under  and in  accordance  with the  terms of the
          Guarantee and Swap Receipts Assignment;


                                    Page 55
<Page>

(e)       a notice from the Borrower  specifying  the Total Project  Cost,  such
          notice to be supported by documentation (including invoices,  receipts
          and other  evidence  reasonably  requested  by the  Agent) in form and
          substance acceptable to the Agent;

(f)       a  financial  statement,  certified  by the  Borrower  to be true  and
          correct and prepared in accordance with generally accepted  accounting
          principles and practices in the United States of America  consistently
          applied,  reflecting  variation  between  actual  expenditure  by  the
          Borrower in relation to Total  Project Cost and budgeted  expenditure,
          such budgeted  expenditure as approved by the Agent before drawdown of
          the first Advance under this Agreement.








                                    Page 56
<Page>

                                   SCHEDULE 4


         No. of       Date of            Principal
         payment      payment               Repayment
         -------      -------               ---------

         1            28-Jun-01          $4,979,515
         2            28-Dec-01          $5,191,145
         3            28-Jun-02          $5,411,768
         4            28-Dec-02          $5,641,768
         5            28-Jun-03          $5,881,544
         6            28-Dec-03          $6,131,509
         7            28-Jun-04          $6,392,098
         8            28-Dec-04          $6,663,763
         9            28-Jun-05          $6,946,972
         10           28-Dec-05          $7,242,219
         11           28-Jun-06          $7,550,013
         12           28-Dec-06          $7,870,889
         13           28-Jun-07          $8,205,401
         14           28-Dec-07          $8,554,131
         15           28-Jun-08          $8,917,682
         16           28-Dec-08          $9,296,683
         17           28-Jun-09          $9,691,792
         18           28-Dec-09         $10,103,693
         19           28-Jun-10         $10,533,100
         20           28-Dec-10         $10,980,757
         21           28-Jun-11         $11,447,439
         22           28-Dec-11         $11,933,955
         23           28-Jun-12         $12,441,148
         24           28-Dec-12         $12,969,897
         25           28-Jun-13         $13,521,119

                                       ------------
                                       $214,500,000
                                       ------------


                                    Page 57
<Page>

                                   SCHEDULE 5

                          Form of Transfer Certificate
                          (referred to in Clause 14.03)

To:      [ ]

From:    Indosuez Asia Shipfinance  Services Limited (the "Agent") and [Name of
         Transferee]

   US$214,500,000 Financial Agreement dated [         ] (the "Agreement")

                            Loan Transfer Certificate

1.   [ ] (the "existing Lender") (a) confirms the accuracy of the summary of its
     participation  in the Loan  under  the  Agreement  set out in the  Schedule
     below; and (b) requests [Name of transferee]  (the  "Transferee") to accept
     and procure the novation of the portion of such participation  specified in
     the  Schedule  below  by  counter-signing   and  delivering  this  Transfer
     Certificate  to the  Agent  at its  address  for the  services  of  notices
     specified in the Agreement.

2.   The  Transferee  hereby  requests  the Agent (on  behalf of itself  and the
     Lenders)  and the  Borrower to accept this  Transfer  Certificate  as being
     delivered to the Agent:

          (a)  pursuant to and for the purposes of Clause 14.03 of the Agreement
               so as to take effect as a novation of the rights and  obligations
               of the  existing  Lender  to the  extent  of the  portion  of the
               existing Lender's  participation referred to in paragraph 1 above
               in  accordance  with the terms of such Clause  14.03 on *[date of
               transfer] (the "Transfer Date"); and

          (b)  pursuant to and for the  purposes of Clause 11.01 of the Security
               Sharing  Agreement (as defined in the Financial  Agreement) so as
               to take effect as a novation of the rights and obligations of the
               existing  Lender to the  extent of the  portion  of the  existing
               Lender's  participation  referred  to in  paragraph  1  above  in
               accordance  with the terms of such Clause  11.01 on the  Transfer
               Date.

     *Note- To be not  earlier  than  five (5)  Banking  Days  after the date of
     delivery of this Transfer Certificate to the Agent.

3.   The Transferee confirms that:

          (a)  it has received a copy of the  Agreement,  the  Security  Sharing
               Agreement and all other documentation and information required by
               it in  connection  with  the  transactions  contemplated  by this
               Transfer Certificate;


                                    Page 58
<Page>

          (b)  it has not relied on any  statement,  opinion,  forecast or other
               representation  made by the Agent to induce  it to  execute  this
               Transfer  Certificate and has made, without reliance on the Agent
               and based on such documents as it considers appropriate,  its own
               appraisal  of the  creditworthiness  of the  Borrower and its own
               independent  investigation of the financial condition and affairs
               of  the  Borrower  in  connection  with  the  assumption  by  the
               Transferee of its obligations  arising under or by virtue of this
               Transfer Certificate.

4.   The  existing  Lender  makes no  representation  or warranty and assumes no
     responsibility  with  respect  to the  legality,  validity,  effectiveness,
     adequacy  or  enforceability   of  the  Agreement,   the  Security  Sharing
     Agreement,  any of the Security  Documents or any document relating thereto
     and assumes no responsibility  for the financial  condition of the Borrower
     or any other party to the Agreement or for the  performance  and observance
     by the Borrower or any other such party of any of its obligations under the
     Agreement,  the  Security  Sharing  Agreement,  any of the  other  Security
     Documents, or any document relating thereto and any and all such conditions
     and warranties,  whether express or implied by law or otherwise, are hereby
     excluded.

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


                                    Page 59
<Page>

                                    SCHEDULE

1.   The existing Lender's participation in the Loan

          (a)  The existing Lender's Loan
               Commitment/Percentage                  $ .......  %.......


          (b)  The existing Lender's Contribution     $ .......
               to the Loan

2.   The portion of the amounts in 1 above to be novated

          (a)   $ .......                   % .......

          (b)   $ .......


                      Administrative Details of Transferee

Lending Office:
                     --------------------------------------

Account for payments:
                     --------------------------------------


Telex:
                     --------------------------------------

Attention:
           ------------------------------------------------


The Transferor                           The Transferee
[   ]                                    [Name of Transferee]



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------

The remaining Lenders




By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------



                                    Page 60
<Page>

The Agent
Indosuez Asia Shipfinance Services Limited



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------



The Borrower
Faraway Maritime Shipping Company



By:                                      By:

Date:                                    Date:
      -------------------------              --------------------------






                                    Page 61