<Page>
                                                                     Exhibit 4.9


                           Second Priority
                           Credit Facility


                           for an amount not exceeding
                           USD 60,000,000



                           dated 11 October 2002




                           Golar Gas Holding Company, Inc.
                           as Borrower




                           The Financial Institutions
                           listed in Schedule 1
                           as Banks




                           Nordea Bank Norge ASA
                           as Agent



                           Nordea Bank Norge ASA, Den norske Bank ASA
                           and Fortis Bank (Nederland) N.V.
                           as Arrangers






                           VOGT & WIIG AS

<PAGE>

                                      INDEX

1        Interpretation.................................................4
2        Commitment....................................................13
3        Purpose and utilisation.......................................13
4        Conditions precedent..........................................13
5        Facility .....................................................14
6        Security .....................................................14
7        Interest .....................................................15
8        Interest periods..............................................15
9        Substitute basis..............................................16
10       Repayment.....................................................17
11       Prepayment....................................................18
13       Payments .....................................................19
14       Increased costs...............................................20
15       Illegality....................................................21
16       Representations and Warranties................................22
17       Undertakings..................................................28
18       Default ......................................................34
19       The Agent.....................................................37
20       Fees and Commission...........................................41
21       Expenses .....................................................42
22       Indemnities...................................................42
23       Amendments....................................................43
24       Assignment....................................................43
25       Sharing of payments...........................................44
26       Tax Lease Option..............................................45
27       Severability..................................................46
28       Notices ......................................................46
29       Conflicting provisions........................................47
30       Jurisdiction..................................................47
31       Governing law.................................................47
32       Service of process............................................47


                                     Page 2
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Schedule   1  Banks and commitments....................................48
Schedule   2  Conditions precedent documents...........................49
Schedule   3  Form of Drawdown Notice..................................52
Schedule   4  Form of Renewal Notice...................................53
Schedule   5  Form of Deed of Assignment ..............................54
Schedule   6  Form of Pledge of Accounts...............................69
Schedule   7  Form of Pledge of Borrower Shares........................76
Schedule   8  Form of Subsidiary Pledge................................84
Schedule   9  Form of Compliance Certificate...........................93
Schedule  10A Form of Guarantee........................................94
Schedule  10B Form of Guarantee.......................................101
Schedule   11 Form of Mortgage........................................108
Schedule   12 List of Charters and Management Agreements..............124
Schedule   13 Form of Co-ordination Agreement.........................128










                                     Page 3
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THIS AGREEMENT (the "Agreement") dated 11 October 2002 is made between:

(1)       GOLAR  GAS  HOLDING  COMPANY,  INC.,  a  company  incorporated  in the
          Republic of Liberia,  having its registered office at 80 Broad Street,
          Monrovia, Liberia, as borrower (the "Borrower");

(2)       THE  FINANCIAL  INSTITUTIONS  LISTED  IN  SCHEDULE  1  as  banks  (the
          "Banks");

(3)       NORDEA BANK NORGE ASA, P.O.Box 1166 Sentrum,  Middelthunsgt.  17, 0368
          Oslo, Norway, as agent (the "Agent"); and

(4)       NORDEA BANK NORGE ASA, P.O.Box 1166 Sentrum,  Middelthunsgt.  17, 0368
          Oslo,  Norway, DEN NORSKE BANK ASA, Stranden 21, 0021 Oslo, Norway and
          FORTIS  BANK  (NEDERLAND)  N.V.,  Blaak 555,  3011 GB  Rotterdam,  The
          Netherlands acting through its Oslo Branch office, Munkedamsveien 53B,
          0250 Oslo, Norway, as arrangers (the "Arrangers").

WHEREAS

The Banks have agreed to grant the Borrower a second  priority  credit  facility
for an amount not exceeding USD 60,000,000,  subject to the terms and conditions
of this Agreement.

NOW IT IS HEREBY AGREED as follows:


1       Interpretation

1.1     Definitions

        In this Agreement and the preambles hereof;

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

        "Borrowed  Money"  means  Indebtedness  incurred in respect of (i) money
        borrowed  or raised and debit  balances at banks,  (ii) any bond,  note,
        loan stock,  debenture or similar debt  instrument,  (iii) acceptance or
        documentary  credit  facilities,  (iv)  receivables  sold or  discounted
        (otherwise  than on a non recourse  basis),  (v)  deferred  payments for
        assets or services  acquired (other than assets or services  acquired on
        normal commercial terms in the ordinary course of business where payment
        is  deferred  by  no  more  than  180  days),   (vi)  Capitalised  Lease
        Obligations,  (vii) any other transaction  (including without limitation
        forward sale or purchase  agreements)  having the commercial effect of a
        borrowing  or  raising  of  money,   (viii)  guarantees  in  respect  of
        Indebtedness  of any person falling within any of (i) to (vii) above and
        (ix) preference share capital in the Borrower or any member of the Golar
        Gas  Group  which is or may be  redeemable  prior to the  Maturity  Date
        and/or the full and final discharge of all  Indebtedness and liabilities
        of the Borrower under this Agreement.

        "Business Day" means a day upon which banks and foreign exchange markets
        are open for business of the nature  required by this Agreement in Oslo,
        Amsterdam, London and New York.

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

                                     Page 4
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        "Charter"  means,  in  relation to a Vessel as at the date  hereof,  the
        charterparty  in respect of such  Vessel (if any),  details of which are
        specified in Schedule 12 and any future charters of any of the Vessels.

        "Charterer"  means,  in relation  to a Vessel,  the person or company or
        entity who is the charterer or employer of such Vessel.

        "Charter Guarantee" means, in relation to a Vessel:

        (a)     as at the date hereof,  any  guarantee in respect of the current
                Charter of the Vessel which is specified in Schedule 12; and

        (b)     any other  guarantee,  letter of  credit,  Encumbrance  or other
                security  given by any person to the relevant  Owning Company in
                respect of the obligations of the Charterer under the Charter of
                that Vessel.

        "Charter  Guarantor" means, in relation to a Vessel,  any person who has
        given a Charter Guarantee to the Owning Company of that Vessel.

        "Commitment"  means,  in relation to a Bank,  the  principal  amount set
        opposite its name in Schedule 1,  constituting  the total  commitment of
        such Bank in  relation  to the  Facility,  to the extent not  cancelled,
        reduced or transferred under this Agreement.

        "Commitment  Period"  means the period  from the date of this  Agreement
        until the date 12 months prior to the Maturity Date.

        "Compliance  Certificate"  means a  certificate  in the  form set out in
        Schedule 9.

        "Co-ordination  Agreement"  means the  agreement  dated 11 October  2002
        entered into between the Security Agent,  the Borrower and the Agent (on
        behalf of the Banks), substantially in the form set out in Schedule 13.

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

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

        "Deeds of Assignment" means each of the general assignments in favour of
        the Agent (on behalf of the Banks) on second priority (subject always to
        the First Deeds of Assignment) of (i) the Charters of the Vessels,  (ii)
        the  Earnings  and  any of the  Owning  Companies'  present  and  future
        interest  therein,  (iii) the  Charter  Guarantees,  (iv) the  insurance
        proceeds in respect of all  insurances of any of the Vessels and (v) any
        other moneys  payable to any of the Owning  Companies in relation to any
        of the Vessels or otherwise,  as security for the Borrower's obligations
        under this Agreement,  substantially  in the form as set out in Schedule
        5.

        "Default"  means  each Event of Default  and each event  that,  with the
        giving of notice, lapse of time, or fulfilment or non-fulfilment (as the
        case may be) of any other  applicable  condition (or any  combination of
        the foregoing), would become such an Event of Default.

        "Drawdown  Date" means the date of an advance of a Drawing as  specified
        by the Borrower in a Drawdown Notice.

        "Drawdown  Notice" means a request made by the Borrower for the drawdown
        and advance of a Drawing,  substantially in the form set out in Schedule
        3.

                                     Page 5
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        "Drawing"  means the advance in the minimum amount of USD 10,000,000 and
        in integral  multiples of USD 5,000,000,  to be made in accordance  with
        Clause 5.

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

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

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

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

        "Environmental Claim" means any and all enforcement,  clean-up,  removal
        or other  governmental  or  regulatory  actions or orders  instituted or
        completed  pursuant  to  any  Environmental  Law  or  any  Environmental
        Approval  together  with  claims  made by any third  party  relating  to
        damage,  contribution,  loss or  injury,  resulting  from any  actual or
        threatened emission, spill, release or discharge of a Pollutant from any
        vessel.

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

        "Event of Default"  means any of the events  specified as such in Clause
        18.1 (Events of Default).

        "Facility"  means the credit  facility  available to the Borrower  under
        Clause 5.1 of this Agreement.

        "Facility Amount" means an amount not exceeding USD 60,000,000.

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

        "Faraway  Documents" mean (i) the Faraway  Shareholders  Agreement being
        the  shareholders  agreement  dated 14 June 1997 between Oxbow,  Chinese
        Petroleum Corporation and Golar Maritime, (ii) the Golar Mazo Management
        Agreement  being  the  management  agreement  dated 28  October  1997 in
        respect of Golar Mazo  between  Faraway and Aurora  Management  Inc. and
        (iii) the Faraway Loan Agreement.

        "Faraway Loan  Agreement"  means a loan agreement dated 26 November 1997
        for a secured loan facility of up to USD  214,500,000  made between i.a.
        Bank of Taiwan (lead  arranger),  the banks and  financial  institutions
        referred  to therein as  lenders,  Indosuez  Asia  Shipfinance  Services
        Limited (agent) and Faraway (borrower).

                                     Page 6
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        "First  Deeds of  Assignment"  means the  general  assignments  on first
        priority of i.a. the Earnings,  the Charters and the  Insurances of each
        Vessel executed by each of the Owning  Companies under the USD 325 mill.
        Facility Agreement.

        "First  Mortgages"  means the first  priority  mortgage over each of the
        Vessels  executed by each of the Owning Companies and the Security Agent
        under the USD 325 mill. Facility Agreement.

        "First  Pledge  of  Accounts"  means  the  first  priority  pledges  and
        assignments of the Borrower's  accounts executed by the Borrower and the
        Security Agent under the USD 325 mill. Facility Agreement.

        "First Security Documents" means the security documents in favour of the
        Security Agent under the USD 325 mill. Facility Agreement.

        "First  Subsidiary  Pledge"  means,  in  relation  to each of the Owning
        Companies,  Oxbow and Golar  Maritime,  the  pledge of all of the issued
        shares of such companies, on first priority entered into by the Borrower
        in  favour  of  the  Security  Agent  as  security  for  the  Borrower's
        obligations under the USD 325 mill. Facility Agreement.

        "Free  Available  Cash" means,  at any relevant  time, the amount of the
        cash  balances  (being at any  relevant  time,  an  amount  equal to the
        aggregate amount which is, at such time,  credited to and/or invested in
        the accounts of the Borrower and the Owning Companies), freely available
        for use by the Borrower  and/or any of the Owning  Companies  which may,
        notwithstanding any Encumbrance,  right of set-off or agreement with any
        other party, be withdrawn  and/or encashed and used by it for any lawful
        purposes without  restriction  (save for any pledge of accounts pursuant
        to the Security Documents and the First Security Document).

        "GAAP" means  generally  accepted  accounting  principles  in the United
        States, consistently applied.

        "Golar Gas Group" means the Borrower and its Subsidiaries.

        "Golar LNG Group" means the Ultimate Owner and its Subsidiaries.

        "Golar Mazo" means M/V "GOLAR MAZO"  registered  under  Liberian flag in
        the ownership of Faraway under Official Number 11170.

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

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

        "Guarantees"  means the on demand  guarantees  issued or (as the context
        may  require)  to be  issued  by (i) the  Ultimate  Owner  and  (ii) the
        Subsidiary Guarantors (acting jointly and severally),  respectively,  in
        favour of the  Agent  (on  behalf  of the  Banks)  as  security  for the
        Borrower's  obligations  under this Agreement  substantially in the form
        set out in Schedule 10A (to be issued by the Subsidiary  Guarantors) and
        Schedule  10B (to be issued by the  Ultimate  Owner)  and a  "Guarantee"
        means any one of them.

                                     Page 7
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        "Guarantors" mean the Ultimate Owner, and the Subsidiary  Guarantors and
        a "Guarantor" means any of them.

        "Indebtedness"  means any  payment  obligations  or  commitments  of any
        nature for the payment or repayment of money, whether as principal or as
        surety and whether  present or future,  actual or contingent,  hereunder
        any  payment  obligation  incurred in respect of or  resulting  from any
        Borrowed  Money,  including  but not limited to,  subordinated  debt and
        other  equity  contributions  as accepted by the Agent (on behalf of the
        Banks).

        "Insurances" mean, in relation to any Vessel, all policies and contracts
        of insurance (which expression  includes all entries of such Vessel in a
        protection and indemnity or war risk association) which are from time to
        time during the Security Period in place or taken out or entered into by
        or for the benefit of the relevant  Owning Company  (whether in the sole
        name of such Owning Company or in the joint names of such Owning Company
        and any other  person) in respect of such Vessel or otherwise  howsoever
        in  connection  with such  Vessel and all  benefits  thereof  (including
        claims of whatsoever nature and return of premiums).

        "Interest  Expense" means, for any period,  interest charges and related
        expenses  for such period of the Golar Gas Group  determined  (excluding
        for this purpose Oxbow,  Golar Maritime,  Faraway and Aurora  Management
        Inc.) in accordance with GAAP.

        "Interest Payment Date" means the last day of each Interest Period,  and
        in respect of Interest  Periods  exceeding  three months,  also the date
        falling  three  months  after the  commencement  thereof,  and each date
        falling at three-monthly intervals thereafter.

        "Interest  Period"  means each period  ascertained  in  accordance  with
        Clause 8 (Interest Periods) of this Agreement.

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

        "LIBOR" means for any Interest Period:

        (a)     the rate per annum equal to the offered  quotation  for deposits
                in USD  ascertained  by the Agent to be the rate  established by
                the British  Bankers'  Association  and  appearing on the Reuter
                page LIBOR,  published or reported by Reuter through its monitor
                service or any equivalent  successor to such service at or about
                11:00 hours a.m. (London time) on the applicable Quotation Date;
                or

        (b)     if no such  rate is  available,  the rate per annum at which the
                Agent is able to acquire the relevant  currency for the relevant
                Interest Period in the London Interbank  Euro-currency Market at
                about 11:00 hours a.m. (London time) on the applicable Quotation
                Date, as conclusively certified by the Agent to the Borrower.

        "Loan" means the principal  amount from time to time  outstanding  under
        the Facility.

        "Loss Payable Clauses" mean the provisions regulating the manner payment
        of sums  receivable  under the  Insurances  of a Vessel  which are to be
        incorporated  in the  relevant  insurance  documents,  such Loss Payable
        Clauses  to be in the  form as set out in  Appendix  2A to the  Deeds of
        Assignment  or in such  other form as may from time to time be agreed in
        writing by the Agent.

                                     Page 8
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        "Management   Agreement"  means,  in  relation  to  a  Vessel;  (a)  the
        management agreement between the relevant Owning Company and the Manager
        thereof,  providing  (inter  alia) for the Manager to provide  technical
        management  of (inter  alia) such  Vessel and (b) any future  management
        agreement  relative  (inter  alia) to that  Vessel  entered  into by the
        relevant Owning Company with a Manager on terms  previously  approved by
        the Agent (such approval not to be unreasonably withheld) or in relation
        to Golar  Mazo,  the  management  agreement  between  Faraway and Aurora
        Management  Inc.  and  the  "Management  Agreements"  means  all of such
        agreements.

        "Manager" means, in relation to a Vessel: (a) such manager as set out in
        Schedule  12,  being  approved  by the  Agent (on  behalf of the  Banks)
        (including, but not limited to, any other manager or sub-manager to whom
        such manager may delegate its management of such Vessel on terms,  inter
        alia, that such manager  remains wholly  responsible as principal to the
        relevant  Owning  Company  for  the  due  performance  of  the  relevant
        management obligations;  or (b)any other entity appointed with the prior
        written consent of the Agent as manager of such Vessel,  and in relation
        to Golar Mazo, Aurora Management Inc.

        "Margin"  means 2.0% (two point zero per cent) per annum,  increasing by
        0.25%  (zero point  twenty five per cent) per annum on 30 November  2004
        and 30 November 2005.

        "Market  Value"  means the fair market  value of each of the Vessels and
        Golar Mazo in USD  determined as the  arithmetic  average of independent
        valuations  of the Vessels and Golar Mazo  obtained  (at the cost of the
        Borrower) from two independent and well reputed shipbrokers  experienced
        in the valuation of this kind of vessels, one nominated by the Agent and
        the other nominated by the Borrower from a list of independent  firms of
        shipbrokers  from  time to time  approved  in  writing  by the Agent or,
        failing  such  nomination  (within 7 days of a request from the Agent to
        nominate  a firm)  or  approval,  appointed  by the  Agent  in its  sole
        discretion. Such valuations to be made on the basis of a sale for prompt
        delivery  for cash at arms  length  on  commercial  terms as  between  a
        willing buyer and willing  seller taking into account the benefit of any
        Charter or the Golar Mazo  Charter  or any other  charterparty  or other
        engagement  concerning  each  vessel and,  if the Agent  requires,  such
        valuation  to be made  after  physical  inspection,  with such  physical
        inspection having been carried out. Unless one such valuations is for an
        amount which is 110% or more of the other,  the mean of such  valuations
        shall constitute the value of the relevant Vessel. If one such valuation
        is for  such  amount,  the  Agent  shall  appoint  (as  the  cost of the
        Borrower) a third  independent  firm of shipbrokers to value such Vessel
        on the same basis and in the same  manner and the mean of all three such
        valuations shall constitute the value of the relevant Vessel.

        "Master  Agreement"  means the master  agreement dated 12 August 1999 as
        amended by  addendum no 1 thereto  dated 5 January  2000  between  Golar
        Khannur  Inc.,  Golar  Freeze Inc.,  Golar Gimi Inc.,  Golar Hilli Inc.,
        Osprey Maritime and Methane Services Limited.

        "Maturity Date" means 31 May 2007.

        "Mortgage"  means a second  priority  mortgage of each of the Vessels in
        the principal amount of USD 60,000,000 plus interest  (including default
        interests)  and costs,  executed or (as the  context may  require) to be
        executed  by the  relevant  Owning  Company  in  favour of the Agent (on
        behalf of the Banks) as security for the  Borrower's  obligations  under
        this Agreement, substantially in the form set out in Schedule 11 hereto,
        and being  registered  against each of the Vessels in the Liberian  Ship
        Registry and "Mortgages" mean all of such mortgages.

                                     Page 9
<Page>

        "Net  Debt"  means,  on a  consolidated  basis,  an amount  equal to the
        aggregate of all Borrowed  Money of the Golar Gas Group  (excluding  for
        this purpose Oxbow, Golar Maritime,  Faraway and Aurora Management Inc.)
        other than subordinated debt less Free Available Cash.

        "Omnibus  Agreement"  means the agreement  dated 25 October 2001 entered
        into between  Methane  Services  Ltd.,  BG  International  Ltd., BG Asia
        Pacific Pte. Ltd.,  Osprey  Maritime Ltd.,  Golar  Management  Ltd., the
        Utlimate Owner,  Golar Kahnnur Inc., Golar Freeze Inc., Golar Gimi Inc.,
        Golar Hilli Inc., Golar LNG 2215 Corporation and Poten & Partners Inc.

        "Owning  Company" means each of (i) Golar Gas Cryogenics  Inc. a company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad  Street,  Monrovia,  Liberia  being  the  owner  of M/V  "GOLAR
        SPIRIT", (ii) Golar Hilli Inc. a company incorporated in the Republic of
        Liberia  having  its  registered  office at 80 Broad  Street,  Monrovia,
        Liberia being the owner of M/V "HILLI",  (iii) Golar Gimi Inc. a company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad Street,  Monrovia,  Liberia being the owner of M/V "GIMI", (iv)
        Golar  Khannur  Inc. a company  incorporated  in the Republic of Liberia
        having its registered office at 80 Broad Street, Monrovia, Liberia being
        the  owner  of M/V  "KHANNUR"  and  (v)  Golar  Freeze  Inc.  a  company
        incorporated in the Republic of Liberia having its registered  office at
        80 Broad Street, Monrovia, Liberia being the owner of M/V "GOLAR FREEZE"
        and "Owning Companies" mean all of such companies.

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

        "Parent"   means   Gotaas-Larsen   Shipping   Corporation.,   a  company
        incorporated in the Republic of Liberia whose  registered  address is at
        80 Broad Street, Monrovia, Liberia.

        "Party" means a party to this Agreement.

        "Permitted  Encumbrances"  means (i) any Encumbrance created pursuant to
        the First Security  Documents and (ii) any Encumbrance  created pursuant
        to the Security Documents.

        "Pertamina" means Perusahaan  Pertambangan Minyak Dan Gas Bumi Negara of
        Patra Jasa Building,  2nd Floor,  Jl. Jend.  Gatot Soebroto Kav.  32-34,
        Jakarta 12950, Indonesia.

        "Pledge of Accounts"  means a second  priority  pledge of the Borrower's
        account  no.  6018.04.41444  with the Agent and such  other  account  or
        accounts which may later be agreed between the Borrower and the Agent to
        be executed by the  Borrower  and the Agent (on behalf of the Banks) and
        the Account  Bank (as defined  therein) as security  for the  Borrower's
        obligations  under this Agreement,  substantially in the form set out in
        Schedule 6.

        "Pledge of Borrower  Shares"  means,  in relation to the  Borrower,  the
        pledge of all of the issued shares of such company, on first priority to
        be  entered  into  between  the  Parent  and the Agent (on behalf of the
        Banks), as security for the Borrower's obligations under this Agreement,
        substantially in the form set out in Schedule 7.

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

        "Quotation  Date" means the second  Business Day before the first day of
        an Interest Period.

                                    Page 10
<Page>

        "Renewal Notice" means a request made by the Borrower for renewal of the
        Loan, substantially in the form set out in Schedule 4.

        "Security  Agent"  means Den norske Bank ASA in its capacity as security
        agent under the USD 325 mill. Facility Agreement.

        "Security Documents" means the Mortgages,  the Deeds of Assignment,  the
        Pledge of  Accounts,  the  Pledge of  Borrower  Shares,  the  Subsidiary
        Pledges and the Guarantees.

        "Security  Interest" means any mortgage,  pledge,  lien, charge (whether
        fixed  or  floating),  assignment  by way of  security,  finance  lease,
        sale-and-repurchase   or   sale-and-leaseback   arrangement,   sale   of
        receivables  on a  recourse  basis or  security  interest  or any  other
        agreement  or  arrangement  having  the effect of  conferring  security,
        except  for liens  arising  solely  by  operation  of law  and/or in the
        ordinary  course  of  business  securing  amounts  not more than 30 days
        overdue.

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

        "Subsidiary  Guarantors"  means the  Owning  Companies,  Oxbow and Golar
        Maritime.

        "Subsidiary"  of a person  means  any  company  or  entity  directly  or
        indirectly controlled by such person and any sub-subsidiaries thereof.

        "Subsidiary  Pledge" means,  in relation to each of the Owning  Company,
        Oxbow and Golar  Maritime,  the pledge of all of the  issued  sharers of
        such companies,  with second priority after the First Subsidiary Pledge,
        to be entered  into between the Borrower and the Agent (on behalf of the
        Banks) as security for the Borrower's  obligations under this Agreement,
        substantially in the form set out in Schedule 8 and "Subsidiary Pledges"
        means all of such pledges.

        "Taxes" includes any present or future taxes, levies,  duties,  imposts,
        withholdings,  deductions,  fees or charges of any nature, together with
        interest  thereon  and  penalties  in  respect  thereof,  and  "tax" and
        "taxation" shall be construed accordingly.

        "Tax Lease Option" means the option referred to in Clause 26.

        "Tax on Overall Net Income" of a Bank shall be  construed as a reference
        to tax imposed on that Bank by the jurisdiction  under the laws of which
        it has  been  incorporated  or in  which  it is  located  on (i) the net
        income, profits or gains of that Bank world wide or (ii) such of the net
        income,  profits or gains of that Bank as are  considered to arise in or
        to relate to or are taxable in that jurisdiction.

                                    Page 11
<Page>

        "Total  Loss"  means any event  which  will  entitle  any of the  Owning
        Companies  to  claim  payment  of the  insured  value  under  any of the
        Insurances  pursuant to Clause 17.14  (Insurances),  which shall include
        actual,  constructive,  compromised or arranged total loss or compulsory
        acquisition of any of the Vessels.

        "Transaction  Documents" means this Agreement,  the Security  Documents,
        the Co-ordination  Agreement,  the Faraway Documents,  the Charters, the
        Omnibus Agreement,  the Charter  Guarantees,  the Master Agreement,  the
        Golar Mazo  Charter,  the USD 325 mill.  Facility  Agreement,  the First
        Security  Documents,  the  Management  Agreements  and the agreements or
        documents contemplated herein or therein.

        "Ultimate Owner" means Golar LNG Ltd., a company incorporated in Bermuda
        whose  registered  address is Par-la Ville Place,  4th Floor,  14 Par-la
        Ville Road, Hamilton HM08, Bermuda, being the owner of the Parent.

        "USD" means the lawful  currency for the time being of the United States
        of America.

        "USD 325 mill.  Facility"  means the term loan  facility  granted to the
        Borrower under the USD 325 mill. Facility Agreement.

        "USD 325 mill.  Facility  Agreement"  means the USD 325 mill.  term loan
        facility  dated 31 May 2001  entered  into  between (i) the Borrower (as
        borrower),  (ii) the banks and financial  institutions  listed  therein,
        (iii)  Christiania  Bank og Kreditkasse ASA (now Nordea Bank Norge ASA),
        Den norske Bank ASA,  Citibank N.A. and Fortis Bank  (Nederland) N.V. as
        lead  arrangers,  (iv)  Den  norske  Bank  ASA and  Christiania  Bank og
        Kreditkasse ASA as swap banks,  (v) Christiania  Bank og Kreditkasse ASA
        as administrative agent and (vi) Den norske Bank ASA as security agent.

        "Vessels" means each of M/V "GOLAR SPIRIT", M/V "HILLI", M/V "GIMI", M/V
        "KHANNUR" and M/V "GOLAR  FREEZE" owned by the relevant  Owning  Company
        and a "Vessel" means any of the Vessels.

1.2     Construction

        In this Agreement,  unless the context or any express provisions of this
        Agreement otherwise requires:

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

        (b)     the  index  to and  the  headings  in  this  Agreement  are  for
                convenience  only  and  shall  be  ignored  in  construing  this
                Agreement;

        (c)     reference to any Party shall, subject to Clause 24, be deemed to
                be a  reference  to or include,  as  appropriate,  such  Party's
                permitted successors and assignees or transferees;

        (d)     references  to Clauses and  sub-Clauses  and the  Schedules  are
                references to, respectively, the Clauses and sub-Clauses of, and
                the Schedules to, this Agreement;

        (e)     all  references  to statutes and other  legislation  include all
                modifications, re-enactments and amendments thereof; and

        (f)     a reference to this Agreement,  the Transaction  Documents or to
                another  agreement or document shall be construed as including a
                reference to all permitted  amendments or variations  thereof or
                supplements  thereto  from  time to time in force,  but  without
                prejudice  to the  Borrower's  obligations  to obtain  necessary
                consent in respect of such amendment or supplement.

                                    Page 12
<Page>

2       Commitment

2.1     Facility

        Subject  to the  terms  of this  Agreement,  each  Bank  agrees  to make
        available to the Borrower the Facility in an aggregate  principal amount
        not exceeding its Commitment.

2.2     Obligations several

        The  obligations of the Banks under this  Agreement are several,  to the
        effect that;

        (a)     failure  of a Bank to  carry  out  its  obligations  under  this
                Agreement shall not relieve any other party hereto of any of its
                obligations under this Agreement; and

        (b)     no Bank shall be  responsible  for the  obligations of any other
                Bank hereunder.

3       Purpose and utilisation

3.1     Facility

        The purpose of the  Facility is to provide the  Borrower  with funds for
        the purpose of  financing  the payment of  dividends  to the Parent and,
        subsequently to the Ultimate Owner and/or the provision of a loan to the
        Ultimate  Owner  which  the  Ultimate  Owner  will  use to  finance  its
        newbuilding program.

3.2     No inquiry

        Without  prejudice to the foregoing  and to the remaining  provisions of
        this Agreement, neither the Agent nor any Bank shall be bound to inquire
        as to, nor shall any of them be responsible  for, the application by the
        Borrower of the Facility Amount.

4       Conditions precedent

4.1     Initial conditions

        The  obligations of the Agent and each Bank hereunder are subject to the
        condition  that the Agent (on behalf of the Banks) has  received all the
        documents set out in Schedule 2 in a form and substance  satisfactory to
        it no less than five  Business  Days  prior to the first  Drawdown  Date
        hereunder.

        If the  documents  set out in Schedule 2 are not submitted as originals,
        photocopies  of the  original  documents  must be  certified by a lawyer
        before submittal to the Agent.

4.2     Specific conditions

        The  obligations  of the Agent and each Bank hereunder in respect of the
        Facility  are further  subject to the specific  conditions  that for any
        Drawing, on both the date of the Drawdown Notice and the Drawdown Date:

        (a)     the representations and warranties in Clause 16 (Representations
                and  Warranties)  deemed to be repeated on those dates are true,
                correct  and not  misleading  and will be true,  correct and not
                misleading  immediately  after advance of the Drawing under this
                Agreement  with  reference to the facts and  circumstances  then
                prevailing,  unless  otherwise  informed to the Agent in writing
                and, if not permitted under this Agreement,  waived by the Banks
                prior to such dates; and

                                    Page 13
<Page>

        (b)     no Default has occurred or is  threatening  or would result from
                the advance of the Drawing.

5       Facility

        Subject to the terms of this Agreement, the Facility Amount will be made
        available to the Borrower to be drawn in the Commitment  Period in up to
        three Drawings.

5.1.1   Drawdown Notice

        The  Borrower  shall,  not later  than  10:00  a.m.  (London  time) five
        Business Days prior to the requested  Drawdown  Date, or on such earlier
        or later date as may be agreed with the Agent by the Banks, serve to the
        Agent the Drawdown  Notice which,  once received by the Agent,  shall be
        irrevocable.

5.1.2   Effect

        The giving of each  Drawdown  Notice by the Borrower  shall be deemed to
        constitute a  representation  and warranty by the Borrower  that all the
        representations  and warranties set forth in Clause 16  (Representations
        and Warranties) are true,  correct and not misleading as of such date as
        if made on such date,  that the  conditions  specified  in Clause 4 have
        been or will upon each  Drawdown  Date be fully  performed,  and that no
        Event of Default or any event which,  with the giving of notice or lapse
        of time or both, would  constitute an Event of Default,  has occurred or
        is threatening.

5.1.3   Participation

        The Banks  shall  upon  confirmation  from the Agent  that the Agent has
        received a duly completed  Drawdown  Notice and subject to the terms and
        conditions of this Agreement,  and provided that no Event of Default has
        occurred or is  threatening,  make their  Commitments  in respect of the
        relevant  Drawing  available to the Borrower in one  disbursement on the
        requested Drawdown Date.

5.1.4   Availability

        Each  Drawing  shall be made  available to the Borrower by the Agent who
        shall promptly transfer all amounts received by it from the Banks to the
        Borrower to the account  specified  in the  Drawdown  Notice in the same
        funds as they have been received by the Agent.

6       Security

6.1     Security

        The Borrower's  obligations  towards the Banks and the Agent under or in
        connection  with this  Agreement  and the  Facility,  including  without
        limitation  the  obligation  to repay the Loan  together with all unpaid
        interest, default interest, commissions,  charges, fees and expenses, or
        any  liability  whatsoever  derived  therefrom,  shall be secured by the
        Security Documents.


                                    Page 14
<Page>

6.2     Set-off

        In the event of non-payment of any amount  hereunder when due, the Agent
        (acting  on its own  behalf  and on behalf of the Banks) and each of the
        Banks individually  (acting on its own behalf and on behalf of the Agent
        and the other Banks) shall,  to the extent  permitted by applicable  law
        and always subject to the Co-ordination Agreement, have a separate right
        of set-off in respect of any credit  balance,  in any  currency,  on any
        account  the  Borrower  might  have with  either the Agent or any of the
        Banks (branches included), from time to time towards satisfaction of any
        sum due to the Agent or any of the Banks hereunder.

7       Interest

7.1     Rate

        The rate of interest  applicable  to the Loan for each  Interest  Period
        shall be the rate per annum  determined by the Agent to be the aggregate
        of:

        (a)     the Margin; and

        (b)     LIBOR for the relevant Interest Period.

7.2     Payment

        Except as otherwise provided herein, accrued interest in relation to the
        Loan for  each  Interest  Period  is  payable  by the  Borrower  on each
        Interest  Payment Date,  and in relation to any amount  prepaid,  on the
        date of such prepayment as set out in Clause 11.4.

7.3     Accrual

        Interest  shall accrue from day to day and on the basis of a year of 360
        days and for the actual number of days elapsed and shall be paid in USD.

7.4     Default interest

        In the event of any  payments  hereunder  not being  received on the due
        date  therefore,  interest is payable by the Borrower  from the due date
        until such payment is received,  at a rate to be determined by the Agent
        to be the  aggregate  sum of 2.0 per cent per annum,  the Margin and the
        costs the Banks will incur in financing the Loan for such periods as the
        Banks shall  determine  (each such period  referred to as a  "Designated
        Interest Period"),  such interest being payable by the Borrower upon the
        Agent's written demand.

7.5     Notification

        The Agent shall without  undue delay notify each  relevant  Party of the
        determination of a rate of interest under this Agreement.

7.6     Effective Annual Interest Rate

        The Borrower has acknowledged and agreed to the calculation of effective
        annual interest payable by the Borrower under the Facility as set out in
        a letter from the Agent (on behalf of the Banks) to the Borrower of even
        date herewith.

8       Interest periods

8.1     Selection

        (a)     The  Borrower  shall  select the first  Interest  Period for the
                first  Drawing  in the  Drawdown  Notice  such  Interest  Period
                commencing on the Drawdown  Date, and each  subsequent  Interest
                Period will commence  forthwith  upon expiry of the  immediately
                preceding Interest Period;

        (b)     each  subsequent  Drawing  shall be  consolidated  with previous
                Drawings;

                                    Page 15
<Page>

        (c)     the Borrower  shall,  by serving the Renewal Notice to the Agent
                not later than 10:00 hours a.m.  (London time) two Business Days
                before  the  beginning  of each  Interest  Period,  specify  the
                duration  of that  Interest  Period.  The Renewal  Notice  shall
                constitute a representation  and warranty to the effect that, on
                the date of that notice, the  representations  and warranties in
                Clause 16 (Representations  and Warranties) remain true, correct
                and not  misleading and that no Event of Default has occurred or
                is threatening.

8.2     Duration

        Subject to the  provisions of this Clause 8, each Interest  Period is to
        be  for a  period  of  one,  three  or six  months,  subject  always  to
        availability to all the Banks, and provided that the number of one month
        Interest Periods in one calendar year never shall exceed three.

8.3     Deemed Selection

        If the Borrower  fails to select an Interest  Period in accordance  with
        the preceding  provisions,  or if the Agent after  consultation with the
        Banks shall  certify to the Borrower  that the funds  requested  are not
        available  for  an  Interest  Period  of  the  length  requested  by the
        Borrower, there shall be deemed to have been selected an Interest Period
        of three months.

8.4     Non-Business Days

        If an  Interest  Period  would  otherwise  end on a day  which  is not a
        Business  Day,  that  Interest  Period  shall  be  extended  to the next
        Business Day in that calendar  month,  or if the next Business Day would
        fall in the next calendar month,  the Interest Period shall be shortened
        to the preceding Business Day.

8.5     Notification

        The Agent shall notify the Banks of the duration of each Interest Period
        promptly after ascertaining the same.

9       Substitute basis

9.1     Suspension

        If, on or prior to a Quotation Date:

        (a)     the Agent reasonably  determines that adequate and fair means do
                not exist for ascertaining LIBOR; or

        (b)     prior to 2:00 p.m. (London time) on the Quotation Date the Agent
                receives notification from any Bank (the "Affected Bank") that:

                (i)     matching  deposits  are  not  available  to  them in the
                        London  interbank  market in sufficient  amounts to fund
                        their  participation  in the  relevant  Drawing  for the
                        relevant Interest Period; or

                (ii)    the cost to them of obtaining  matching  deposits in the
                        London   interbank   market  to  fund  their  respective
                        participation in the relevant Drawing would be in excess
                        of LIBOR for the relevant Interest Period,

                                    Page 16
<Page>

        the  Agent  shall  immediately  give  written  notice  (the  "Suspension
        Notice") of such  determination  or notification to the Borrower and the
        Banks.

9.2     Before utilisation

        If a Suspension  Notice relates to a Drawing before it has been advanced
        then the Banks  shall not be  obliged to advance  the  Drawing  and each
        Affected Bank shall not be obliged to  participate  in the Drawing until
        written  notice to the  contrary is given by the Banks or such  Affected
        Bank to the  Borrower.  In such case,  during the period of 30 days from
        such Suspension  Notice,  each Bank or Affected Bank and the Agent shall
        negotiate in good faith with the Borrower  with a view to agreeing to an
        alternative  basis for the  borrowing of the Drawing or of such Affected
        Bank's participation in the Drawing. If such alternative basis is agreed
        between the Borrower and the Banks or such Affected Bank, it shall apply
        in accordance with its terms.

9.3     Following utilisation

        If a  Suspension  Notice  relates  to a Drawing or the Loan after it has
        been advanced,  the Banks or such Affected Bank shall, during the period
        of 30 days from such Suspension  Notice,  in consultation with the Agent
        and the Borrower, certify to the Agent and the Borrower such alternative
        basis as the  Banks or such  Affected  Bank in their  sole and  absolute
        discretion  shall  determine  (in this  Agreement  referred  to as their
        "Substitute  Basis") for maintaining the  participation  of the Banks or
        such Affected Bank in the Drawing or the Loan. Without limitation,  such
        Substitute  Basis may be  retroactive  to the beginning of such Interest
        Period  (being the Interest  Period  commencing at or around the date of
        the Suspension Notice),  and may include an alternative method of fixing
        the  interest  rate (which  shall  reflect the cost to the Banks or such
        Affected  Bank of funding its  participation  in the Drawing or the Loan
        from other sources plus the Margin and  alternative  Interest  Periods).
        Each  Substitute  Basis so certified  shall be binding upon the Borrower
        and the  Banks or  Affected  Bank and shall be  treated  as part of this
        Agreement.

9.4     Consultation

        So long as any Substitute  Basis is in force the Agent (in  consultation
        with the  Borrower and each Bank  certifying  a Substitute  Basis) shall
        from time to time,  but not less often than monthly,  review  whether or
        not the  circumstances  referred to in Clause 9.1 still  prevail  with a
        view to returning to the normal provisions of this Agreement.

10      Repayment

        The Borrower shall repay the Loan in quarterly  consecutive  instalments
        of USD  4,000,000,  the first  instalment  being  payable on 30 November
        2003. The Loan shall be repaid in full on the Maturity Date.


                                    Page 17
<Page>

11      Prepayment

11.1    Voluntary prepayment

        The Borrower may (subject to the payment of applicable  breakage  costs)
        upon fifteen  Business  Days' written  notice to the Agent (on behalf of
        the Banks),  on the last Business Day of an Interest Period,  prepay the
        Loan by minimum  amounts of USD 5,000,000 and integral  multiples of USD
        1,000,000.

11.2    Mandatory prepayment

        To the  extent  that  the  Borrower  is  obliged  to  make  a  mandatory
        prepayment pursuant to Clause 4 of the USD 325 mill. Facility Agreement,
        the  balance  between the  proceeds  received  by the  Borrower  and the
        prepayment made under the 325 mill.  Facility Agreement shall be used as
        prepayment hereunder.

11.3    Effect of prepayment

        Any amount prepaid  pursuant to this Clause 11 shall be applied  against
        the  remaining  instalments  in inverse order of maturity and may not be
        drawn again.

11.4    Additional right of prepayment

        If:

        (a)     the Borrower is required to pay to a Bank any additional amounts
                under Clause 13.6 (Taxes); or

        (b)     the  Borrower  is  required  to pay to a Bank any  amount  under
                Clause 14 (Increased costs);

        then,  without  prejudice to the obligations of the Borrower under those
        Clauses,  the Borrower may, subject to Clause 11.5 (Conditions),  whilst
        the  circumstances  continue,  serve a notice of prepayment on that Bank
        through the Agent. On the date falling five Business Days after the date
        of service of the notice:

                (i)     the Borrower shall prepay that Bank's  participation  in
                        the Loan; and

                (ii)    any undrawn part of that Bank's Commitment in respect of
                        the Facility Amount shall be cancelled.

11.5    Conditions

        (a)     Any notice of prepayment under this Agreement is irrevocable and
                shall  specify  the date on which  the  prepayment  is to become
                effective  and the  amount is to be  prepaid.  The  Agent  shall
                notify the Banks  promptly of receipt  and  contents of any such
                notice.

        (b)     All prepayments under this Agreement shall be made together with
                accrued  interest  on the amount  prepaid and any amounts due in
                respect of such prepayment under Clause 22 (Indemnities).

12      Cancellation

        The Borrower  may, upon ten Business  Days' written  notice to the Banks
        which shall be  irrevocable,  cancel the Facility Amount (in whole or in
        part) in multiples of minimum USD 10,000,000  and in integral  multiples
        of USD 5,000,000  without  premium of penalty.  Any amount so cancelled,
        will not be reinstated.

                                    Page 18
<Page>

13      Payments

13.1    Place

        All  payments by the  Borrower or a Bank under this  Agreement  shall be
        made to the Agent to its account at such office or bank as the Agent may
        from time to time designate.

13.2    Funds

        Payments  under this  Agreement  to the Agent shall be made for value on
        the due date at such times and in such  amounts as the Agent may specify
        to the Party concerned as being customary at the time for the settlement
        of transactions in the relevant currency in the place for payment.

13.3    Distribution

        Each  payment  received  by the Agent under this  Agreement  for another
        Party shall be made  available by the Agent to that Party by payment (on
        the date and in the  currency  and funds of receipt) to its account with
        such office or bank in the principal  financial centre of the country of
        the relevant  currency as it may notify to the Agent for this purpose by
        not less than five Business Days prior written notice.

13.4    Currency

        (a)     Any amount  payable under this Agreement is, except as otherwise
                provided for herein, payable in USD.

        (b)     Amounts  payable in respect  of costs,  expenses,  taxes and the
                like are payable in the currency in which they are incurred.

13.5    Set-off and counterclaims

        All payments  made by the Borrower  under this  Agreement  shall be made
        without set-off or counterclaim.

13.6    Taxes

        All payments by the Borrower under this Agreement shall be made free and
        clear of and without deduction for or on account of any Taxes, except to
        the extent that the Borrower is required by law to make payment  subject
        to any Taxes.  If by requirement of law any Tax or amounts in respect of
        Tax must be deducted or withheld from any amounts payable or paid by the
        Borrower,  or  paid or  payable  by the  Agent  to a  Bank,  under  this
        Agreement,  the Borrower (or the Agent,  if required) shall pay such Tax
        to the relevant  authority  and the Borrower  shall pay such  additional
        amounts as may be necessary to ensure that the  relevant  Bank  receives
        (free  from  any   liability  in  respect  of  any  such   deduction  or
        withholding)  a net amount  equal to the full amount which it would have
        received  had payment not been made  subject to Tax or other  deduction.
        The  Borrower  shall  promptly   deliver  to  the  Agent  any  receipts,
        certificates  or other proof  evidencing  the amounts paid or payable in
        respect of any deduction or withholding as aforesaid.


                                    Page 19
<Page>

13.7    Non-Business Days

        If a  payment  under  this  Agreement  is  due on a day  which  is not a
        Business  Day,  the due date for that  payment  shall be extended to the
        next Business Day in the same calendar  month  provided that if the next
        Business  Day would fall in the next  calendar  month,  the due date for
        that payment shall instead be the preceding Business Day.

13.8    Partial payments

        If the  Agent  receives  a payment  insufficient  to  discharge  all the
        amounts then due and payable by the Borrower  under this  Agreement  and
        the Security  Documents,  the Agent shall apply that payment towards the
        discharge of the obligations of the Borrower under this Agreement in the
        following order:

        (a)     firstly,  in or towards payment pro rata of any unpaid costs and
                expenses of the Agent and the Banks;

        (b)     secondly, in or towards payment pro rata of any accrued fees due
                but unpaid under Clause 20 (Fees);

        (c)     thirdly,  in or towards payment pro rata of any accrued interest
                unpaid;

        (d)     fourthly,  in or towards  payment pro rata of any  principal due
                from the Borrower but unpaid; and

        (e)     fifthly, in or towards payment pro rata of any other sum due but
                unpaid.

14      Increased costs

14.1    Recovery

        (a)     Subject  to  Clause  14.2  (Exceptions)  and the  relevant  Bank
                notifying the Borrower of any event  referred to below  promptly
                upon becoming aware thereof, the Borrower shall,  promptly after
                demand by a Bank,  pay to that Bank the amount of any  increased
                cost relating to this Agreement incurred by it as a result of:

                (i)     any change in, or any  change in the  interpretation  or
                        application by any competent  authority of, any relevant
                        law or regulation after the date of this Agreement; or

                (ii)    compliance  with  any  regulation  made  by a  competent
                        authority   of  the   jurisdiction   in   which   it  is
                        incorporated  and/or  in which its  principal  office is
                        located after the date of this Agreement,

                                    Page 20
<Page>

        including any law or regulation relating to taxation,  or reserve asset,
        special deposit, cash ratio,  liquidity or capital adequacy requirements
        or any other form of banking or monetary control.

        (b)     In this Agreement "increased cost" means:

                (i)     a  reduction  in any  amount  payable  to a Bank  or the
                        effective  return to a Bank on its  capital  which would
                        not have  occurred  had that Bank not entered  into this
                        Agreement; or

                (ii)    the amount of any payment made by a Bank,  or the amount
                        of any  interest  or other  return  foregone  by a Bank,
                        calculated  by  reference  to any  amounts  received  or
                        receivable  by that Bank from the Agent or the  Borrower
                        under this Agreement,

        all as certified by the relevant  Bank,  such  certificate to set out in
        reasonable detail the circumstances giving rise to the claim for payment
        of increased costs and the  calculations of the amount claimed and shall
        be conclusive evidence,  save for manifest error, of the amount due from
        the Borrower.

14.2    Exceptions

        Clause 14.1 (Increased costs) does not apply to any increased cost:

        (a)     provided for by the operation of Clause 13.6 (Taxes); or

        (b)     attributable  to any  change in the rate of Tax on  Overall  Net
                Income of a Bank.

15      Illegality

        If any  change  in or  introduction  of  any  law,  regulation,  treaty,
        official   directive  or  official   request,   or  any  change  in  the
        interpretation or application thereof, makes it unlawful (or contrary to
        such directive or request)  hereunder or in any jurisdiction  applicable
        to a Bank  for any  Bank  to make  available  or  fund or  maintain  the
        Facility or to give effect to its  obligations as  contemplated  hereby,
        such Bank may, by written  notice  thereof to the  Borrower  through the
        Agent,   declare  that  such  Bank's  obligations  shall  be  terminated
        forthwith  whereupon the Borrower will prepay that Bank's  participation
        in the Facility  through the Agent within ten Business  Days  thereafter
        without penalty.


                                    Page 21
<Page>

16      Representations and Warranties

16.1    Initial warranties

        The Borrower represents and warrants to the Agent and each Bank that:

16.1.1  Status The Borrower is a limited  liability company duly incorporated in
        the Republic of Liberia,  validly existing and registered under the laws
        of the Republic of Liberia,  with an  authorised  share capital of 1.000
        shares of no par value  each of which 500  shares  have been  issued and
        fully paid and is outstanding in registered form and the legal title and
        beneficial  ownership of all such shares is held by the Parent,  and has
        the power to own its assets and carry on its business as presently being
        conducted.

        The Parent is a limited  company  duly  incorporated  in the Republic of
        Liberia,  validly existing and registered under the laws of the Republic
        of Liberia, with an authorised share capital of 44,000,000 shares of USD
        1.00 par value each of which 1 share has been  issued and fully paid and
        is  outstanding  in registered  form and the legal title and  beneficial
        ownership of all such shares is held by the Ultimate Owner,  and has the
        power to own its assets and carry on its  business  as  presently  being
        conducted.

        Each of Golar  Maritime,  Golar Gimi Inc.,  Golar  Hilli Inc.  and Golar
        Khannur Inc. is a limited  company duly  incorporated in the Republic of
        Liberia,  validly existing and registered under the laws of the Republic
        of Liberia,  with an authorised  share capital of 1.000 shares of no par
        value each of which  1.000 Class A share have been issued and fully paid
        and is outstanding in registered form and the legal title and beneficial
        ownership of all such shares is held by the Borrower,  and has the power
        to  own  its  assets  and  carry  on its  business  as  presently  being
        conducted.

        Golar Freeze Inc. is a limited company duly incorporated in the Republic
        of  Liberia,  validly  existing  and  registered  under  the laws of the
        Republic of Liberia, with an authorised share capital of 1.000 shares of
        no par value each of which 500 Class A shares have been issued and fully
        paid and is  outstanding  in  registered  form and the  legal  title and
        beneficial ownership of all such shares is held by the Borrower, and has
        the power to own its assets and carry on its business as presently being
        conducted.

        Golar Gas Cryogenics Inc. is a limited company duly  incorporated in the
        Republic of Liberia,  validly  existing and registered under the laws of
        the  Republic  of Liberia,  with an  authorised  share  capital of 1.000
        shares  of no par value  each of which  1.000  Class A shares  have been
        issued  and fully paid and is  outstanding  in  registered  form and the
        legal title and  beneficial  ownership of all such shares is held by the
        Borrower,  and has the power to own its assets and carry on its business
        as presently being conducted.

                                    Page 22
<Page>

        Oxbow is a limited  company  duly  incorporated  in the  British  Virgin
        Islands,  validly  existing and registered under the laws of the British
        Virgin Islands, with an authorised share capital of 50.000 shares of USD
        1.00 par value each of which 100 shares  have been issued and fully paid
        and is outstanding in registered form and the legal title and beneficial
        ownership of all such shares is held by the Borrower,  and has the power
        to  own  its  assets  and  carry  on its  business  as  presently  being
        conducted.

        The Ultimate Owner is a limited  company duly  incorporated  in Bermuda,
        validly existing and registered under the laws of Bermuda,  with a share
        capital   divided   into   56,012,000   shares  of  USD  1.00  of  which
        approximately  50% of all such shares are ultimately  owned by Greenwich
        Holdings  Ltd.,  and has the  power to own its  assets  and carry on its
        business as presently being conducted.

16.1.2  Powers and Authority

        Each of the  Borrower,  the Parent and the  Guarantors  has the power to
        enter into and perform, and has taken all necessary corporate actions to
        authorise the entry into,  performance  and delivery of, this  Agreement
        and/or  the  Transaction  Documents  to  which  it is a  party,  and the
        transactions  contemplated  herein and therein and no  limitation on the
        powers of any of the  Guarantors  to borrow will be exceeded as a result
        of the obligations of the Guarantors under the Security Documents.

16.1.3  Legal Validity and Enforceability

        This Agreement and each of the Transaction  Documents will when executed
        by the  respective  parties  thereto  (and,  in the case of the Security
        Documents which require registration, when duly registered) constitute a
        legal, valid and binding obligation of the respective party, enforceable
        in accordance with its terms and no registration, filing, payment of tax
        or fees or other  formalities  are necessary or desirable to render this
        Agreement and/or any of the Transaction  Documents  enforceable  against
        the parties thereto,  and for the Security Documents to constitute valid
        and  enforceable  security  documents  and  Security  Interest  with the
        priority as contemplated therein or herein.

16.1.4  Non-conflict with laws etc.

        The entry into and  performance by each of the Borrower,  the Parent and
        the Guarantors of this Agreement and the Transaction  Documents to which
        they are a party, and the transactions  contemplated herein and therein,
        do not and will not conflict with:

        (a)     any present  law or  regulation  or  judicial or official  order
                (including  the  Directive  91/308/EEC  of  the  Council  of the
                European Communities implemented to combat "money laundering");


                                    Page 23
<Page>

        (b)     any provisions of the  Memorandum  and Articles of  Association,
                by-laws or similar corporate documents of the Borrower or any of
                the Guarantors or the Parent; or

        (c)     any  document or agreement  which is binding upon the  Borrower,
                the Parent or any of the Guarantors or any of their assets.

16.1.5  No Default

        (a)     No Default has occurred or is  threatening  or might result from
                the utilisation of the Facility by the Borrower; and

        (b)     no other  event has  occurred  which (with the giving of notice,
                lapse of time, determination of materiality or the fulfilment of
                any  other  applicable  condition,  or  any  combination  of the
                foregoing),  might  constitute  an event of  default  under  any
                document which is binding on the Borrower,  the Parent or any of
                the  Guarantors  or any  member of the Golar LNG Group or any of
                their assets,  and which may result in a material  effect on the
                business or condition of the Borrower,  the Parent or any of the
                Guarantors  or any  member of the Golar LNG Group or a  material
                effect on the Borrower's, the Parent's or any of the Guarantors'
                or any member of the Golar LNG Group's  ability to perform their
                respective  obligations  under this  Agreement  or the  Security
                Documents  (as the case  may be) or any  agreement  relating  to
                Indebtedness to which it is a party or by which it may be bound;
                and

        (c)     no  amendments  or  waivers  have  been  made  under  any of the
                Transaction  Documents,  and no event of default has occurred or
                is threatening thereunder.

16.1.6  Authorisations/consents

        All  authorisations,  approvals,  consents and other matters required in
        connection with the entry into, performance, validity and enforceability
        of, and the transactions contemplated by, this Agreement and each of the
        Transaction  Documents  have been  obtained or effected  and are in full
        force and effect and there are no circumstances  which indicate that any
        of the same are likely to be revoked in whole or in part.

16.1.7  Financial Information

        (a)     The  audited  accounts  of the  Borrower,  the  Parent  and  the
                Guarantors most recently delivered to the Agent:

                (i)     represent a true and fair view of the financial position
                        of the  Borrower,  the Parent and the  Guarantors at the
                        date of such accounts; and

                (ii)    have  (save  as  stated   therein)   been   prepared  in
                        accordance with GAAP consistently applied; and there has
                        been  no  material   adverse  change  in  the  financial
                        condition  of any of the  Borrower,  the  Parent  or the
                        Guarantors since the date of such accounts,  which might
                        be  expected  to have a material  adverse  effect on the
                        ability  of any  of  the  Borrower,  the  Parent  or the
                        Guarantors to perform their respective obligations under
                        this  Agreement and the  Transaction  Documents to which
                        they are a party.


                                    Page 24
<Page>

        (b)     All  financial   documents  and  information   relating  to  the
                Borrower,  the Parent or the Guarantors or otherwise relevant to
                the  matters  contemplated  by this  Agreement  which  have been
                supplied  to the  Agent  or the  Banks  (as the case may be) are
                complete and correct in all material  respects,  and none of the
                Borrower,  the Parent or the Guarantors have omitted to disclose
                to the Agent or the Banks (as the case may be) any  information,
                documents or agreements which, if disclosed, could reasonably be
                expected to affect the  decision of the Banks to enter into this
                Agreement.

16.1.8  Litigation

        No litigation,  arbitration or  administrative  proceedings are current,
        pending or threatened  against any of the Borrower or the  Guarantors or
        any  other  member of the Golar LNG  Group  which  might,  if  adversely
        determined,  be reasonably expected to have a material adverse effect on
        the  ability of any of the  Borrower,  the Parent or the  Guarantors  to
        perform their respective  obligations under this Agreement or any of the
        Transaction Documents.

16.1.9  Compliance with Environmental Laws and Approvals

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

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

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

        (c)     no member of the Golar LNG Group has  received any notice of any
                Environmental  Claim  pending or, to the best of the  Borrower's
                knowledge and belief after due enquiry,  threatened  against any
                member of the  Golar LNG  Group,  Faraway,  any  Vessel or Golar
                Mazo.

16.1.10 No Environmental Claims

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

                                    Page 25
<Page>

16.1.11 No Environmental incidents

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

16.1.12 No Environmental problems

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

16.1.13 Compliance with ISM Code

        Each of the Owning Company and the Managers has complied at all times in
        all respects with the ISM Code.

16.1.14 No Taxes

        No Taxes are imposed by  withholding  or  otherwise on any payment to be
        made  by the  Borrower  under  the  Agreement  or  any  of the  Security
        Documents or by any of the  Guarantors  or the Parent under the Security
        Documents or are imposed on or by virtue of the execution or delivery by
        the Borrower under the Agreement or any of the Security Documents or any
        of the  Guarantors  or the Parent  under the  Security  Documents or any
        other  document or  instrument  to be executed  or  delivered  under the
        Agreement or any of the Security Documents.

16.1.15 Tax compliance

        All tax returns  required to be filed in all  jurisdictions in which the
        Borrower  or any other  member of the  Golar LNG Group are  situated  or
        carry on business or are otherwise subject to taxation,  have been filed
        and all  Taxes  shown  to be due and  payable  on  such  returns  or any
        assessments  made  against  such company has been paid (other than those
        being  contested  in good  faith  where  such  payment  may be  lawfully
        withheld) and adequate  reserves have been made for such payments should
        it be found to be payable.

16.1.16 No material adverse change

        There has been no material adverse change in the consolidated  financial
        position  of the  Golar LNG  Group  from  that set out in the  financial
        statements referred to in Clause 16.1.7.


                                    Page 26
<Page>

16.1.17 The Vessels

        Each Vessel is, and will on a Drawdown Date be:

                (i)     in the  sole,  legal  and  beneficial  ownership  of the
                        relevant   Owning   Company   free  and   clear  of  all
                        Encumbrances  other  than crew  wages  and the  relevant
                        First Mortgages;

                (ii)    registered in the name of the relevant Owning Company in
                        the Liberian  Ship Registry as a ship under the laws and
                        flag of the Republic of Liberia;

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

                (iv)    classed  with the  relevant  classification  free of all
                        overdue requirements and recommendations of the relevant
                        classification company;

                (v)     managed  by the  relevant  Manager  under  the  relevant
                        Management Agreement; and

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

16.1.18 Golar Mazo

        Golar Mazo is, and will on a Drawdown Date be:

                (i)     in the sole, legal and beneficial ownership of Faraway ;

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

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

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

                (v)     managed  by the  relevant  Manager  under  the  relevant
                        Management Agreement; and

                (vi)    continuing  in the service of Pertamina  under the Golar
                        Mazo Charter.

16.1.19 Faraway ownership and Faraway Borrowed Money

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

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


                                    Page 27
<Page>

16.2    Repetition

        The representations and warranties in Clause 16.1  (Representations  and
        Warranties)  are made by the Borrower on the date of this  Agreement and
        shall be  deemed  to be  repeated  by the  Borrower  at the date of each
        Drawdown  Notice,  Drawdown Date and Renewal Notice as well as the first
        day  in  each  Interest   Period,   with  reference  to  the  facts  and
        circumstances  then existing,  unless otherwise notified to the Agent in
        writing, and if not permitted under this Agreement,  waived by the Banks
        prior to such dates.

17      Undertakings

17.1    Duration and extent

        The undertakings in this Clause 17 remain in force from the date of this
        Agreement  and for so long  as any  amount  is  outstanding  under  this
        Agreement.

17.2    Notification

        The  Borrower  shall  immediately  notify and  procure  that each of the
        Owning Companies and Faraway immediately notifies the Agent of:

                (i)     any  Default  (and the  steps,  if any,  being  taken to
                        remedy it) upon its occurrence;

                (ii)    any  accident  to any  of  the  Vessels  or  Golar  Mazo
                        involving  repairs the cost of which is likely to exceed
                        USD 500,000;

                (iii)   any  requirement or  recommendation  made in relation to
                        any of the  Vessels or Golar Mazo by any  insurer or its
                        classification  society  or by any  competent  authority
                        which is not complied with in accordance with its terms;

                (iv)    any Total Loss  relevant  to any of the Vessels or Golar
                        Mazo;

                (v)     any arrest or  detention  of any of the Vessels or Golar
                        Mazo  or  the  accounts   pledged  under  the  Deeds  of
                        Assignment and the Pledge of Accounts or the exercise or
                        purported  exercise of any lien on any of the Vessels or
                        Golar  Mazo or any of the  accounts  pledged  under  the
                        Deeds of Assignment and the Pledge of Accounts; or

                (vi)    the  occurrence  of  any  material  Environmental  Claim
                        against  an Owning  Company  or  Faraway,  any Vessel or
                        Golar  Mazo or any  member of the Golar LNG Group or any
                        other  vessel  from  time  to  time  owned,  technically
                        managed  or crewed  by, or  bareboat  chartered  to, any
                        member of the Golar LNG Group or any incident,  event or
                        circumstances   which   may   give   rise  to  any  such
                        Environmental  Claim or Event of  Default  specified  in
                        Clause 17.18.


                                    Page 28
<Page>

17.3    Financial information

        The Borrower shall supply to the Agent,  in a form  satisfactory  to the
        Agent:

        (a)     as soon as reasonably  practicable  after the same are available
                (and  in any  event  within  120  days of the end of each of its
                financial  years) the audited  accounts  (prepared in accordance
                with GAAP  consistently  applied) of the  Borrower and the Golar
                LNG Group; and

        (b)     as soon as reasonably  practicable  after the same are available
                (and in any event  within  60 days of the end of each  quarter),
                the unaudited  accounts and any other  financial  reports of the
                Borrower and the Golar LNG Group for such three months.

17.4    Financial covenants

        The Borrower  undertakes  that its and the Owning  Companies'  financial
        condition (on a consolidated basis) throughout the Security Period shall
        be such that:

        (a)     Free  Available  Cash:  at all times  shall be not less than USD
                25,000,000;

        (b)     Working  Capital:  as at the end of each quarterly period during
                and at the end of each financial year of the Borrower, the ratio
                of Current Assets to Current Liabilities  (excluding the current
                portion of long term debt) shall not be less than 1.50:1.00; and

        (c)     Leverage:  as at 31  December  2002  and as at the  end of  each
                subsequent  quarterly  period  and during and at the end of each
                financial year of the Borrower,  the ratio of Net Debt as at the
                end of such period to Annualised  EBITDA calculated by reference
                to such quarter  shall not exceed:  : (i) 6,5 to 1 for quarterly
                periods  ending during or at the end of 2002 and 2003,  (ii) 6,0
                to 1 for quarterly  periods  ending during or at the end of 2004
                and (iii) 5,0 to 1 for all subsequent  quarterly  periods to the
                Maturity Date.

        The  financial  covenants  set out in this  Clause  17.4 are  subject to
        evaluation each quarter upon  presentation  of the quarterly  results of
        the Borrower and as set out in the relevant Compliance Certificate.

17.5    Compliance Certificate

        The  Borrower  undertakes  to provide the Agent (on behalf of the Banks)
        with a Compliance  Certificate in the form set out in Schedule 9 as soon
        as  possible  and in any  event  within  five  Business  Days  after the
        presentation of the Borrower's  quarterly financial results,  first time
        at 31 December 2002,  enabling the Agent to observe the compliance  with
        the financial covenants set out in Clause 17.4.


                                    Page 29
<Page>

17.6    Information - Miscellaneous

        The Borrower shall supply to the Agent:

        (a)     promptly, such specific financial or other information regarding
                the  financial  condition and  operations  of the Borrower,  the
                Parent or the Guarantors or such other  information as the Agent
                may reasonably request;

        (b)     promptly upon becoming  aware of them,  relevant  details of any
                material litigation,  arbitration or administrative  proceedings
                which are current or, to its  knowledge,  threatened  or pending
                against the Borrower,  the Parent or any of the  Guarantors  and
                which might, if adversely determined,  be reasonably expected to
                have a material  adverse  effect on the ability of the Borrower,
                the Parent or any of the Guarantors to perform their  respective
                obligations  under the  Transaction  Documents  (as the case may
                be),  and  further  details  of  any  such  matters   previously
                disclosed  to  the  Agent,  if  the  likelihood  of  an  adverse
                determination  has  increased,   as  the  Agent  may  reasonably
                request; and

        (c)     promptly upon becoming  aware of the same,  relevant  details of
                any Event of Default.

17.7    Transaction Documents

        The Borrower  shall not make or agree and shall procure that none of the
        Guarantors,  the Parent or Faraway makes or agrees to any changes to any
        of the  Transaction  Documents  or waive  any of the  terms  thereof  or
        release any other party from any of its material  obligations  under the
        Transaction Documents.

17.8    Negative Pledge and no further borrowings or investments

        Except as contemplated by this Agreement and the Transaction  Documents,
        the Borrower  shall not and shall  procure that none of the  Guarantors,
        the Parent or (in respect of Golar Mazo) Faraway does not:

        (a)     create,  incur or assume  any  Security  Interest  on any of the
                Vessels or Golar Mazo or any of their  other  assets  (including
                the  shares in the  Guarantors,  the shares in the  Parent,  the
                shares in the Borrower, the shares in Faraway and the Borrower's
                accounts with the Agent, but for the sake of clarity,  excluding
                the  assets  of  any  Subsidiary  of  the  Parent  which  is not
                mentioned in this Clause 17.8),  and not make any  assignment of
                right to receive  any  earnings  or monies in relation to any of
                the Vessels or Golar Mazo or any of their other  assets,  except
                for the Permitted Encumbrances; or

        (b)     make any  investment  of any nature  except as  required  by the
                relevant  class  society or any other  relevant  authorities  in
                respect of the  operation of any of the Vessels or Golar Mazo or
                capital  expenditure in upgrading a Vessel or Golar Mazo to meet
                the  requirements  of a third party charterer or on upgrading or
                improving  any  Vessel  or  Golar  Mazo  for  other  operational
                purposes  provided that such  expenditure on any Vessel or Golar
                Mazo does not in any period of 30 consecutive  months exceed USD
                5,000,000; or


                                    Page 30
<Page>

        (c)     incur any  Indebtedness of any nature or incur any other debt or
                obligations; or

        (d)     incur or permit to exist any Borrowed Money of any member of the
                Golar  Gas Group  except  for  Borrowed  Money  pursuant  to the
                Security  Documents,  Borrowed  Money owing by the Borrower or a
                wholly  owned  subsidiary  of the  Borrower  to the  Borrower or
                another  wholly owned  subsidiary  of the  Borrower  (other than
                Oxbow and Golar Maritime) and subordinated debt.

        without the prior written consent of the Banks.

17.9    Dividends/distributions

        The  Borrower   undertakes  not  to  pay  any  dividends  or  any  other
        distributions   (including   group   contributions   and  cash   pooling
        arrangements)  or make any loans to its  shareholder(s)  or guarantee or
        otherwise secure any indebtedness  thereof or reduce its equity in order
        to  make  any  distributions  thereof  to its  shareholder(s),  and  the
        Borrower  shall  procure that no dividends  are paid by the Parent until
        the Loan has been repaid in full  without the prior  written  consent of
        the Banks.

        Regardless of the above,  dividends or other distributions received from
        Faraway  in  respect  of Golar  Mazo may be  distributed  freely  by the
        Borrower as dividends or  otherwise,  subject to the  compliance  by the
        Borrower  with all of the terms of this  Agreement and the USD 325 mill.
        Facility Agreement.

17.10   Shareholders

        The Borrower  shall not and shall procure that the Parent does not agree
        to any  transfer  of shares,  the  granting  of  options  of  ownership,
        issuance  of  further  shares  or change in  ultimate  ownership  of the
        Borrower,  without the prior written  consent of the Agent (on behalf of
        the Banks).

17.11   Ownership, class or flag

        The Borrower  shall  procure that each of the Vessels are  registered in
        the Liberian Ship  Registry,  and that no change of flag,  class or ship
        registry of any of the  Vessels  take place  without  the prior  written
        consent of the Agent (on behalf of the Banks).

17.12   Operation of the Vessels etc.

        (a)     Unless otherwise agreed with the Agent (on behalf of the Banks),
                the Vessels  shall be employed  under the  relevant  Charter and
                Golar Mazo shall be employed under the Golar Mazo Charter.

        (b)     The Borrower  shall  procure that no amendment or  supplement is
                made to, or any waiver of any of the terms of the Charters,  the
                Management  Agreements  or the Golar  Mazo  Charter  are made or
                agreed  to,  save for  immaterial  amendments,  supplements  and
                waivers considered to be necessary for the ordinary operation of
                the Vessels or Golar Mazo and which will have no negative impact
                of the  earnings  attributable  to any of the Vessels  under the
                relevant Charters or of Golar Mazo under the Golar Mazo Charter.

        (c)     The Borrower shall procure that no change of Manager takes place
                without the prior written approval of the Agent.


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<Page>

        (d)     The Borrower  undertakes that no other agreement  related to the
                chartering  and  operation  of any of the  Vessels or Golar Mazo
                exceeding  twelve months or any pooling  arrangement  related to
                the  Earnings  of any of the  Vessels or Golar Mazo are  entered
                into without the prior  written  consent of the Agent (on behalf
                of the Banks).  The Borrower shall procure that such  agreements
                are entered into and such notifications given as may be required
                to perfect the assignment of such contracts of employment to the
                Agent (on behalf of the Banks).

        (e)     The Borrower  undertakes  not to charter in any tonnage from any
                person and shall  procure  that none of the Owning  Companies or
                (in respect of Golar Mazo)  Faraway  charters in any  additional
                tonnage  from any person  save for the Vessels or Golar Mazo (as
                the case may be).

17.13   Accounts

        The Borrower shall maintain all its bank accounts with the Agent.

17.14   Insurances

        (a)     The Borrower  shall  procure  that each of the Owning  Companies
                keep  each of the  Vessels  fully  insured  against  such  risks
                (including,  but  not  limited  to,  Hull  and  Machinery,  Hull
                Interest,  Protection & Indemnity (including a maximum cover for
                Excess Oil  Pollution  and  Pollution & Indemnity  term cover as
                amended effective from 20 February 2000), War Risk and Offhire),
                in all cases in such  amount,  on such  terms  (always  applying
                Norwegian  law or such  other law as the Agent  may  approve  in
                writing and including  terms of the Norwegian  Marine  Insurance
                Plan of 1996 or equivalent  terms in relation to losses  payable
                thereunder)  and with  such  insurance  brokers  and  with  such
                insurers  as the Agent may  approve  with the  agreement  of the
                Security Agent.

        (b)     The  insurance  value against Total Loss of the Vessels shall at
                all  times be equal to or  higher  than the  higher of the total
                Market   Value  of  the  Vessels  and  120%  of  the   aggregate
                outstanding amount at any time under the USD 325 mill.  Facility
                Agreement  and this  Agreement.  The  Offhire  insurance  of the
                Vessels shall furthermore, at all times cover up to 180 days per
                claim less a 14 day deductible  period at rates at least as high
                as due under the Charters (as appropriate).

        (c)     Not later than two  Business  Days  prior to the first  Drawdown
                Date  hereunder,  the  Borrower  shall  deliver  to the  Agent a
                certificate  from an insurance  broker  acceptable  to the Agent
                evidencing  that all the  insurances  required under this Clause
                17.14 have been effected as set out herein and are in full force
                and effect.

        (d)     Not later than  fourteen  days  prior to the expiry  date of the
                relevant  insurances,  the Borrower shall deliver to the Agent a
                certificate  from  the  insurance  broker(s)  through  whom  the
                insurances  relevant  to each of the Vessels  have been  placed,
                evidencing  that all  insurances  referred  to under (a) and (b)
                above have been  renewed and taken out in respect of each of the
                Vessels  with  insurance  values as  required  under (a) and (b)
                above,  that such  insurances  are in full  force and effect and
                that the Agent's and the Banks' interest therein (as second loss
                payees) have been noted by the relevant insurers.

        (e)     The Borrower  shall  procure that each of the Vessels  always is
                employed  in  conformity  with the terms of the  instruments  of
                insurances   (including  any  warranties  expressed  or  implied
                therein) and complies with such requirements as to extra premium
                or otherwise as the insurers may prescribe.

        (f)     The Borrower shall make no change to the insurances as described
                under (a) and (b) above without the prior written consent of the
                Agent (on behalf of the Banks).


                                    Page 32
<Page>

        (g)     If any of the insurances  referred to above form part of a fleet
                cover,  the Borrower shall procure that the insurance  broker(s)
                shall (if  required  by the Agent)  undertake  to the Agent that
                they shall  neither set off against any claims in respect of any
                Vessel any premiums due in respect of other  vessels  under such
                fleet cover or any premiums due for other insurances, nor cancel
                the  insurance  for reason of  non-payment  of premiums  for the
                other  vessels  under such fleet cover or of  premiums  for such
                other insurances, and shall undertake to issue a separate policy
                in respect of each Vessel is and when so requested by the Agent.

17.15   Total Loss

        In the event that any of the  Vessels  shall  suffer a Total  Loss,  the
        Borrower shall,  and procure that each of the Owning  Companies within a
        period of 90 days after the Total Loss, obtain and present to the Agent,
        a  written  confirmation  from the  relevant  insurers  that  the  claim
        relating to the Total Loss has been accepted in full,  and the insurance
        proceeds  shall as soon as they have been  released be paid to the Agent
        (on behalf of the Banks) and subject to the First Deeds of Assignment.

17.16   Tax filings and payment of Taxes

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

17.17   No merger etc.

        The  Borrower  will not enter into,  and procure  that none of the Owing
        Companies  enters  into any  form of  amalgamation,  merger,  de-merger,
        split-up,  consolidate  with any other  person or company or any form of
        reconstruction  or  reorganisation  without the prior written consent of
        the Banks and it will not enter  into any sales or sale / and  leaseback
        arrangements without the prior written approval of the Banks.

17.18   Compliance with Environmental Laws

        The Borrower  shall procure the compliance by the companies in the Golar
        LNG  Group  in  all  material  respects  with  all  Environmental   Laws
        applicable  to  such  company  or any  of the  Vessels  or  Golar  Mazo,
        including  without  limitation,  requirements  relating  to manning  and
        establishment of financial  responsibility and to obtain and comply with
        all Environmental Approvals applicable to such company and/or any of the
        Vessels or Golar Mazo.

17.19   Laws and regulations

        The Borrower  shall  procure  that the business of the  companies in the
        Golar Gas Group shall at all times be conducted  in a manner  consistent
        with then applicable  statutory and regulatory  requirements,  including
        without limitation any Environmental Laws.

17.20   No prepayments under the USD 325 mill. Facility Agreement

        The Borrower  undertakes that it will not make any prepayments under the
        USD 325 mill.  Facility  Agreement  other than mandatory  prepayments in
        accordance with the terms of the USD 325 mill. Facility Agreement.

17.21   Interest Rate Hedging

        The Borrower  shall,  at any time upon the written  request of the Agent
        (on  behalf  of the  Banks),  enter  into  such  interest  rate  hedging
        instruments  in respect of the Loan at such terms and  conditions as are
        satisfactory to the Banks.

17.22   Business of the Borrower  and the Owning  Companies,  transactions  with
        affiliates

        The  Borrower  and each of the Owning  Companies  shall  maintain  their
        business as carried out at the date hereof and shall not  undertake  any
        other business.

        Further,  the  Borrower  shall  ensure  that any  transactions  with any
        affiliated  party is carried out on commercial terms and subject to arms
        length principles.


                                    Page 33
<Page>

17.23   Undertakings concerning Faraway and Golar Mazo

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

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

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

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

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

17.24   Disposals

        The Borrower  shall not and shall  procure that none of the  Guarantors,
        the Parent or  Faraway  does not,  sell,  transfer,  lease or  otherwise
        dispose of all or a substantial part of the assets of the Borrower or of
        the Golar Gas Group taken as a whole  (whether by one  transaction  or a
        series of  transactions  and whether  related or not)  without the prior
        written consent of the Agent.

18      Default

18.1    Events of Default

        Each of the events set out below is an Event of Default  (whether or not
        caused by any reason  whatsoever  outside the control of the Borrower or
        any other person):


                                    Page 34
<Page>

18.1.1  Non-payment

        The Borrower does not pay on the due date an amount  payable by it under
        this  Agreement  at the place  at,  and in the  currency  in which it is
        expressed to be payable, provided that if such failure to pay has arisen
        as a consequence of an  administrative or technical error only then such
        event shall not be an Event of Default unless such failure continues for
        a period in excess of five Business Days.

18.1.2  Breach of other obligations

        The Borrower  does not comply with (i) any  provision of this  Agreement
        (other than Clause  18.1.1) or (ii) any of the provisions of the USD 325
        mill.  Facility Agreement (or under any of the First Security Documents)
        provided  that such  default has been  declared  under the USD 325 mill.
        Facility  or  any  of  the  First   Security   Documents,   -  and  such
        non-compliance is considered by the Majority Banks (as defined in Clause
        19.15) to be material and provided  that if such  non-compliance  is, in
        the opinion of the Majority Banks, capable of remedy:

                (i)     the Agent notifies the Borrower of such  non-compliance;
                        and

                (ii)    such  non-compliance  remains unremedied for a period of
                        fifteen    Business    Days   after   such   notice   of
                        non-compliance has been sent.

18.1.3  Misrepresentation

        A  representation,  warranty  or  statement  made or  repeated  in or in
        connection  with this  Agreement or in any  document  delivered by or on
        behalf of the Borrower in connection  with this  Agreement was incorrect
        or misleading in any respect when made or deemed to be made or repeated,
        unless such misrepresentation is remedied within seven days after notice
        from the Agent.

18.1.4  Cross-default

        An event of default  howsoever  described  (or any event  which with the
        giving  of  notice,  lapse  of time,  determination  of  materiality  or
        fulfilment of any other  applicable  condition or any combination of the
        foregoing would constitute such an event of default) occurs under any of
        the Transaction  Documents,  or under any other agreement related to the
        Indebtedness  of the Borrower  and/or the Parent  and/or the  Guarantors
        and/or Faraway.

18.1.5  Liens

        A maritime or other lien,  arrest,  distress or similar charge is levied
        upon, or against,  any of the Vessels, the earnings or any other part of
        the assets of the Borrower,  the Parent or any of the  Guarantors and is
        not discharged and  satisfactory  security for the release of such lien,
        arrest,  distress or charge is not given within ten Business  Days after
        the Borrower,  the Parent or any of the  Guarantors  became aware of the
        same.

18.1.6  Insolvency

        An order of a competent  court or an event  analogous  thereto  shall be
        made or any effective  resolution  passed with a view to the bankruptcy,
        commencement of composition proceedings, debt negotiations, liquidation,
        winding-up or similar  event of the  Borrower,  the Parent or any of the
        Guarantors.

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<Page>

18.1.7  Admittance of non-payment

        The  Borrower  is unable or admits in writing its  inability  to pay its
        lawful debts as they fall due.

18.1.8  Termination of business

        The Borrower, the Parent or any of the Guarantors ceases or threatens to
        cease to carry on its business,  engages in any business other than i.a.
        the  ownership,  operation,  chartering  or other use of the Vessels and
        activities related thereto (as the case may be), including the ownership
        of stock companies  involved in the shipping  business or effectuate any
        mergers,  splits or de-mergers  without the prior written consent of the
        Agent (on behalf of the Banks).

18.1.9  Permits

        Any  licence,  consent,  permission  or  approval  required  in order to
        enforce,  complete  or perform  the  Agreement  and/or  the  Transaction
        Documents is revoked, terminated or modified in a manner unacceptable to
        the Agent,  and is not remedied  within  fourteen days after notice from
        the Agent.

18.1.10 Impossibility or illegality

        It becomes  impossible or unlawful for the Borrower to fulfil any of the
        terms of the Transaction Documents to which it is a party, for the Agent
        to exercise  any right or power  vested in the Agent under the  Security
        Documents,  or the security created by any of the Security  Documents is
        imperilled,  or  for  any  reason  whatsoever  ceases  to be  valid  and
        enforceable  with its  intended  priority,  and is not  remedied  within
        fourteen days after notice from the Agent.

18.1.11 Transaction Documents

        Any of the  Transaction  Documents are materially  amended or terminated
        without the prior written consent of the Agent (on behalf of the Banks),
        or any waivers of any material terms thereof are agreed thereunder.

18.1.12 Material adverse change

        Any event or series of events occurs which,  in the opinion of the Agent
        (on  behalf of the  Banks),  may have a material  adverse  effect on the
        ability of any of the Borrower  and/or the Parent and/or the  Guarantors
        and/or Faraway to comply with their respective  obligations under any of
        the Transaction  Documents unless such adverse effect is remedied within
        fourteen days after notice from the Agent.

18.1.13 Ownership

        (a)     The  existing  ultimate   shareholder  of  the  Ultimate  Owner,
                Greenwich   Holdings  Ltd.,   not   maintaining  a  minimum  25%
                shareholding  and  corresponding  voting  rights in the Ultimate
                Owner.

        (b)     Any change in control of the  ownership of any of the  Borrower,
                the Parent or the Subsidiary Guarantors.

                                    Page 36
<Page>

        (c)     the  Ultimate  Owner is not  maintaining  its status as a listed
                company at the Oslo Stock  Exchange,  Nasdaq and/or the New York
                Stock Exchange.

18.1.14 Technical condition of the Vessels

        Any class  recommendation  for any of the  Vessels  or Golar Mazo is not
        complied  with  when  due and the  same  has not  been  remedied  within
        fourteen days from the date the Borrower, any of the Owning Companies or
        Faraway was notified or otherwise aware of such non-compliance.

18.1.15 Breach or cancellation of any Charter etc.

        Any  Charter  of any Vessel or the Golar Mazo  Charter is  cancelled  or
        terminated by the relevant  Charterer by reason of the Owning Companies'
        or Faraway's breach.

18.2    Remedies

        On and at any time  after  the  occurrence  of an Event of  Default  and
        whilst such Event of Default is continuing unremedied and unwaived,  the
        Agent may, and shall if so directed by the Majority Banks (as defined in
        Clause 19.15), by notice to the Borrower:

        (a)     cancel the Facility if the Facility Amount is not drawn.

        (b)     demand  that  all or part of the  Loan,  together  with  accrued
                interest,  and all other amounts accrued under this Agreement be
                immediately  due  and  payable,   whereupon  they  shall  become
                immediately due and payable.

        (c)     without  prejudice  to any of the Banks' other  rights,  with or
                without  notice to the  Borrower,  take such other  action as is
                available  to the Banks  under the  Agreement  and the  Security
                Documents.

19      The Agent

19.1    Authorisation

        Each Bank irrevocably authorises the Agent on its behalf to perform such
        duties and to  exercise  such  rights,  powers and  discretion  that are
        specifically  delegated to the Agent by the terms of this  Agreement and
        the Security Documents, together with such rights, powers and discretion
        that are incidental  hereto. The Agent shall have only those duties that
        are expressly  specified in this  Agreement and the Security  Documents.
        Without prejudice to the binding nature of such duties,  they are solely
        of a mechanical and administrative nature.

19.2    Relationship

        The  relationship  between  the Agent and the Banks is that of agent and
        principal  only.  Except as regards it holding title to the Mortgages as
        security  trustee for the Banks;  nothing in this Agreement  constitutes
        the Agent as  trustee  or  fiduciary  for any  other  Party or any other
        person and the Agent need not hold in trust any moneys  paid to it for a
        Party or be liable to account for interest on those moneys. With respect
        to the  Mortgages  each of the Banks  hereby  appoints  the Agent as its
        security  trustee/mortgage  holder  with full  power to  receive,  hold,
        administer and enforce the Mortgage for the benefit of the Banks.

                                    Page 37
<Page>

19.3    Directions

        The Agent  will be fully  protected  if it acts in  accordance  with the
        instructions  of the Banks in connection with the exercise of any right,
        power or  discretion  or any matter not  expressly  provided for in this
        Agreement.  Any such instructions  given by the Banks will be binding on
        all of the Banks. In the absence of such instructions, the Agent may act
        in relation  thereto as it considers  being in the best interests of all
        of the Banks.  The Agent may not commence legal  proceedings in a Bank's
        name without such Bank's consent.

19.4    Responsibility

        Neither the Agent,  nor any of their  officers,  employees  or agents is
        responsible to any other Party for:

        (a)     the  execution,   genuineness,   validity,   enforceability   or
                sufficiency of this  Agreement or the Security  Documents or any
                other document;

        (b)     the collectability of amounts payable under this Agreement; or

        (c)     the accuracy of any statements (whether written or oral) made in
                or in connection with this Agreement.

19.5    Default

        (a)     The Agent shall not be required  to  ascertain  or inquire as to
                the  performance  of the Borrower of the terms of this Agreement
                or whether or not a Default has occurred. The Agent shall not be
                deemed to have  knowledge of the  occurrence of a Default unless
                the Agent has received a written notice from a Party, describing
                such Default and stating that the event is a Default.  The Agent
                shall  refrain  from taking  such  action  with  respect to such
                Default as shall be reasonably directed by the Banks.

                Until the Agent shall have received such  directions,  the Agent
                may (but  shall not be  obliged  to) take or  refrain  from such
                action with respect to such Default as it shall see fit.

        (b)     The Agent may require the receipt of security satisfactory to it
                from  any  Bank,  whether  by  way  of  payment  in  advance  or
                otherwise,  against any  liability  or loss which it will or may
                incur in taking any  proceedings  or action arising out of or in
                connection  with  this  Agreement   before  it  commences  those
                proceedings or takes that action.

19.6    Liability

        Neither the Agent nor any of its  employees or agents shall be liable to
        any Bank for any action  taken or omitted  under or in  connection  with
        this Agreement, unless caused by gross negligence or wilful misconduct.

19.7    Reliance

        The Agent may:

        (a)     rely on any notice or document  believed by it to be genuine and
                correct  and to have been signed by, or with the  authority  of,
                the proper person;

        (b)     rely on any  statement  made by a director  or  employee  of any
                person  regarding any matters which may reasonably be assumed to
                be within his knowledge or within his power to verify; and

        (c)     engage, pay for and rely on legal or other professional advisers
                selected by it (including  those in the Agent's  employment  and
                those representing a Party other than the Agent).

                                    Page 38
<Page>

19.8    Independent Evaluation

        Without  affecting the  responsibility  of the Borrower for  information
        supplied by it or on its behalf in connection with this Agreement,  each
        Bank severally represents and warrants to the Agent that:

        (a)     it has  made its own  independent  evaluation  of the  financial
                condition  and affairs of the Borrower and its related  entities
                in connection with its  participation  in this Agreement and has
                not relied exclusively on any information  provided to it by the
                Agent in connection herewith; and

        (b)     it shall continue to make its own  independent  appraisal of the
                creditworthiness  of the Borrower and its related entities while
                any amount is or may be outstanding  under this Agreement or its
                Commitment is in force.

19.9    Notices and information

        (a)     The Agent shall without  undue delay  forward to the  individual
                concerned  the  original  or a copy  of any  document  which  is
                delivered to the Agent by a Party for that individual.

        (b)     The Agent shall  supply  each Bank with a copy of each  document
                received by the Agent under Clause 4 (Conditions precedent).

        (c)     Except where this Agreement specifically provides otherwise, the
                Agent  is not  obliged  to  review  or  check  the  accuracy  or
                completeness of any document it forwards to another Party.

19.10   No Accounting

        The Agent shall,  for as long as it is a Bank,  have the same rights and
        powers under this  Agreement  as any other Bank and may  exercise  those
        rights and powers as though it were not,  as the case may be, the Agent.
        The Agent may carry on any  business  with the  Borrower  or its related
        entities,  act as agent or trustee for, or in relation to any  financing
        involving,  the Borrower or its related  entities and retain any profits
        or remuneration in connection with their activities under this Agreement
        or in relation to any of the foregoing.

19.11   Indemnity

        (a)     Without  limiting  the  liability  of the  Borrower  under  this
                Agreement,  the Banks agree to indemnify the Agent on demand for
                their  proportion of any and all  liabilities or losses incurred
                by or  asserted  against  the  Agent in any way  relating  to or
                arising  out of its acting as Agent,  except to the extent  that
                the  liabilities  or losses have  arisen from the Agent's  gross
                negligence or wilful misconduct.

        (b)     A Bank's  proportion  of the  liabilities  or losses  set out in
                paragraph   (a)  above   will  be  the   proportion   which  its
                participation  in the Facility  bears on the date of the demand.
                If, however, there is no part of the Facility outstanding on the
                date of demand, then the proportion will be the proportion which
                its Commitment  bears to the Commitments of all the Banks at the
                date of demand or, if the  Commitment  has then been  cancelled,
                bore to the Commitments immediately before being cancelled.


                                    Page 39
<Page>

        (c)     The Borrower shall  forthwith on demand  reimburse each Bank for
                any payment made by it under  paragraph (a) above  provided that
                the  Borrower  shall not  thereby be liable  for any  additional
                costs for which it would not otherwise be liable.

        (d)     Without  prejudice to the liability of the  Borrower,  each Bank
                shall  reimburse  the Agent the  amount of such  Bank's pro rata
                share of charges and expenses  covered under, but not reimbursed
                by the Borrower under, Clause 21 (Expenses) below.


19.12   Compliance

        (a)     The Agent may refrain from doing  anything which would or might,
                in its opinion,  constitute a breach of any law or regulation or
                be otherwise  actionable  at the suit of any person,  and may do
                anything  which,  in its  opinion,  is necessary or desirable to
                comply with any law or regulation of any jurisdiction.

        (b)     Without limiting paragraph (a) above, the Agent does not need to
                disclose any information  relating to the Borrower or any of its
                related  entities if the  disclosure  might,  in the  reasonable
                opinion  of  the  Agent,  constitute  a  breach  of  any  law or
                regulation  or any  duty of  secrecy  or  confidentiality  or be
                otherwise actionable at the suit of any person.

19.13   Resignation

        (a)     If the Banks so direct, due to a default by the Agent hereunder,
                or due to a conflict  of interest  between  the  Agent's  duties
                hereunder  and other  interests the Agent may have which involve
                the  Borrower,  the Agent shall  resign by giving  notice to the
                Banks and the  Borrower,  in which case the Banks may,  with the
                Borrower's  prior  written  approval,  such  approval  not to be
                unreasonably withheld, appoint a successor Agent.

                                    Page 40
<Page>

        (b)     The Agent  may,  with the  consent  of the  Borrower  (not to be
                unreasonably  withheld  or  delayed),  resign by  giving  notice
                thereof to the Banks and the Borrower.  In that event, the Banks
                may,  with the consent of the Borrower  (not to be  unreasonably
                withheld or delayed),  appoint a successor  Agent.  If the Banks
                have not,  within  sixty days after such notice of  resignation,
                appointed a  successor  Agent  which  shall have  accepted  such
                appointment,  the retiring Agent shall have the right to appoint
                a successor Agent. The resignation of the retiring Agent and the
                appointment of any successor  Agent shall both become  effective
                upon the successor Agent,  subject as provided below,  notifying
                all  the  parties   hereto  in  writing  that  it  accepts  such
                appointment,  whereupon the successor Agent shall succeed to the
                position of the  retiring  Agent and the term Agent herein shall
                mean the successor Agent.  This Clause shall continue to benefit
                a retiring Agent in respect of any action taken or omitted by it
                hereunder while it was Agent.

19.14   Banks

        The Agent may treat each Bank as a Bank, entitled to payments under this
        Agreement  until it has received not less than five Business Days' prior
        notice from that Bank to the contrary.  The Agent shall  maintain a list
        of the Banks and their  respective  addresses  for  notices,  and shall,
        promptly upon request from any Party from time to time, supply a copy of
        that list to that Party.

19.15   Votes

        Any decision  proposed to be made by and between the Banks is adopted if
        Banks representing  66,66% or more of the Loan (the "Majority Banks") or
        (to the extent not drawn) the  Facility  Amount  have voted in favour of
        such  decision,  always  provided that a decision to make any amendment,
        variation  or waiver in  respect  of the  following  requires  unanimous
        agreement by and between all Banks:

        (a)     the dates,  or the amount of,  payment of  principal,  interest,
                fees or other sums payable hereunder;

        (b)     the currency in which any payment hereunder is to be made;

        (c)     the definition of the Margin;

        (d)     a change to a Bank's  participation  in accordance with Schedule
                1;

        (e)     where this Agreement  expressly  provides for the consent of all
                Banks;

        (f)     any change to or release of any Security Document; and

        (g)     any change to this Clause 19.15.

20      Fees and Commission

20.1    Arrangement fee

        The Borrower shall pay to the Agent a non-refundable  arrangement fee of
        (i) 1% of the Facility Amount, payable at the day of the signing of this
        Agreement and (ii) 0.25% of the available  Facility Amount payable on 30
        November 2004.

20.2    Agency fee

        The Borrower shall pay to the Agent an annual  non-refundable agency fee
        of USD 22,000,  being payable at the first  Drawdown Date and thereafter
        in advance on each anniversary of this Agreement.


                                    Page 41
<Page>

20.3    Commitment fee

        The Borrower shall pay to the Agent (for distribution among the Banks as
        separately  agreed) a  commitment  fee of 1.0% per annum of the  undrawn
        Facility  Amount accruing from 19 September 2002 and increasing to 1.25%
        per annum from 30 November  2004 and until the expiry of the  Commitment
        Period,  being  payable  quarterly in arrears by reference to successive
        periods each ending at successive three-monthly intervals.

21      Expenses

21.1    Initial Expenses

        The Borrower  shall  forthwith  upon demand  reimburse the Agent for the
        charges  and  expenses  (including  internal  and  external  legal fees)
        incurred by it in connection with:

        (a)     the  negotiation,  preparation,  printing and  execution of this
                Agreement and any other documents referred to in this Agreement;

        (b)     the execution and registration of the Security Documents;

        (c)     any amendment,  waiver,  consent or suspension of rights (or any
                proposal for any of the foregoing) requested (or, in the case of
                a proposal,  made) by or on behalf of the  Borrower and relating
                to this Agreement or a document  referred to in this  Agreement;
                and

        (d)     any other  matter,  not of an  ordinary  administrative  nature,
                arising out of or in connection with this Agreement.

21.2    Enforcement Expenses

        The Borrower shall  forthwith  upon demand  reimburse the Agent and/or a
        Bank  (as the  case  may be) for the  charges  and  expenses  (including
        internal and external legal fees) incurred by it in connection  with the
        enforcement of, or the preservation of any rights under,  this Agreement
        and the Security Documents.

22      Indemnities

22.1    General Indemnity

        The Borrower shall  forthwith  upon demand  indemnify the Agent and each
        Bank against any loss or expenses  (including  funding  breakage  costs)
        which the Agent or that Bank properly  incurs and which the Agent or the
        Bank certifies (in a certificate  containing  reasonable detail) that it
        has incurred as a consequence of:

        (a)     the occurrence of any Event of Default;

        (b)     the operation of Clause 18.2 (Remedies);

        (c)     any  repayment  or  prepayment  of  principal  or  payment of an
                overdue  amount being made  otherwise  than on the last day of a
                relevant  Interest  Period or  Designated  Interest  Period  (as
                defined in Clause 7.4 (Default interest)) relative to the amount
                so repaid, prepaid or paid; and

        (d)     a Drawing not being  advanced after the Borrower has delivered a
                Drawdown  Notice  or the Loan (or part of the  Loan)  not  being
                prepaid in accordance with a notice of prepayment.

        The  liability of the Borrower in each case  includes any loss of margin
        or other loss or expense on account of funds borrowed, contracted for or
        utilised  to fund any  amount  payable  under  this  Agreement,  but the
        Borrower's  liability  shall in no  circumstances  extend to any loss or
        expense  to the  extent  that it  arises as a  consequence  of any gross
        negligence or wilful default of a Bank.


                                    Page 42
<Page>

22.2    Currency Indemnity

        If:

        (a)     any  amount  payable by the  Borrower  hereunder  in  connection
                herewith is received by the Agent or any Bank in a currency (the
                "Payment  Currency")  other  than  that  agreed  to  be  payable
                hereunder  (the "Agreed  Currency"),  whether as a result of any
                judgement or order or the enforcement  thereof,  the liquidation
                of the Borrower or otherwise howsoever; and

        (b)     the amount  procured  by  converting  the  Payment  Currency  so
                received  into the  Agreed  Currency  is less than the  relevant
                amount of the Agreed Currency,

        then,  the  Borrower  shall  indemnify  the  Agent and each Bank for the
        deficiency  and in respect of any loss  sustained as a result.  For this
        purpose, such conversion shall be made at such rate of exchange, on such
        date and in such  market as is  determined  by the  Agent as being  most
        appropriate for such conversion.  The Borrower shall in addition pay the
        costs of such conversion.

23      Amendments

23.1    Procedure

        (a)     Any term of this  Agreement and the Security  Documents may only
                be amended or waived with the written  agreement of the Borrower
                and, if authorised  by the Banks and the Agent,  the Agent shall
                effect, on behalf of the Banks, any amendment or waiver to which
                they have agreed.

        (b)     The  Agent  shall  promptly  notify  the  other  Parties  of any
                amendment or waiver  effected under  paragraph (a) above and any
                such  amendment  or waiver  shall be binding on all the Parties.
                All communication related to amendments and/or waivers hereunder
                shall be made  between the  Borrower and the Agent (on behalf of
                the Banks).

23.2    Waivers and remedies cumulative

        The rights of each Bank under this Agreement:

        (a)     may be exercised as often as necessary;

        (b)     are cumulative and not exclusive of its rights under the general
                law; and

        (c)     may be waived only in writing and specifically.

        Delay in exercising or non-exercise of any such right is not a waiver of
        that right.

24      Assignment

24.1    Assignment by the Borrower

        The Borrower may not assign,  transfer,  novate or dispose of any of, or
        any interest in, its rights and obligations under this Agreement.

24.2    Assignment by the Banks

        Any  Bank  (the  "Assignor")  may at any  time at its own  expense  (and
        provided  that there shall be no  additional  or increased  costs to the
        Borrower)  assign,  transfer or novate any of its rights and obligations
        in  respect  of an amount  of at least USD  500,000  (or,  if less,  its
        Commitment  in full or its  proportional  part of the Loan)  under  this
        Agreement to any of its or its holding company's  subsidiaries,  or with
        the  prior  written  consent  of  the  Agent,  such  consent  not  to be
        unreasonably withheld, and in consultation with the Borrower, to another
        bank or financial  institution  (such  subsidiary or bank or institution
        being the "Assignee"), provided however that:


                                    Page 43
<Page>

        (a)     transfer of  obligations  will be effective only if the Assignee
                confirms to the Agent and the Borrower  that it undertakes to be
                bound  by the  terms  of this  Agreement  as a Bank in form  and
                substance  satisfactory to the Agent.  On the transfer  becoming
                effective in this manner the  Assignor  shall be relieved of its
                obligations  under this  Agreement  to the extent  that they are
                transferred to the Assignee.

        (b)     The Assignor is not responsible to the Assignee for;

                (i)     the execution, genuineness,  validity, enforceability or
                        sufficiency of this Agreement or any other document;

                (ii)    the   collectability   of  amounts  payable  under  this
                        Agreement; or

                (iii)   the accuracy of any statements (whether written or oral)
                        made in or in connection with this Agreement.

        (c)     The Assignee  shall  confirm to the Assignor and the other Banks
                that it;

                (i)     has  made   its  own   independent   investigation   and
                        assessment of the financial condition and affairs of the
                        Borrower and its related entities in connection with its
                        participation  in this  Agreement  and  has  not  relied
                        exclusively  on any  information  provided  to it by the
                        Assignor in connection with this Agreement; and

                (ii)    will continue to make its own  independent  appraisal of
                        the  creditworthiness  of the  Borrower  and its related
                        entities while any amount is or may be outstanding under
                        this Agreement or any Commitment is in force.

        (d)     Any reference in this  Agreement to a Bank includes the Assignee
                but  excludes  a Bank if no amount is or may be owed to or by it
                under this  Agreement and its  Commitment  has been cancelled or
                reduced to nil.

        (e)     The Borrower  shall not incur any costs in  connection  with the
                transfer by Banks under this Clause 24.2.

25      Sharing of payments

25.1    Redistribution

        If any amount owing by the Borrower  under this Agreement to a Bank (the
        "recovering Bank") is discharged by payment, set-off or any other manner
        other than through the Agent in accordance  with Clause 13 (Payments) (a
        "recovery"), then;

        (a)     the recovering  Bank shall,  within three Business Days,  notify
                details of the recovery to the Agent;

        (b)     the Agent shall  determine  whether the recovery is in excess of
                the amount which the recovering Bank would have received had the
                recovery  been  received  by  the  Agent  and   distributed   in
                accordance with Clause 13 (Payments);

        (c)     subject to Clause 14.2 (Exceptions),  the recovering Bank shall,
                within three  Business  Days of demand by the Agent,  pay to the
                Agent an amount (the "redistribution") equal to the excess;

        (d)     the Agent shall treat the redistribution as if it were a payment
                by the  Borrower  under Clause 13  (Payments)  and shall pay the
                redistribution  to the Banks (other than the recovering Bank) in
                accordance with Clause 13.8 (Partial payments); and

        (e)     after payment of the full  redistribution,  the recovering  Bank
                will be  subrogated  to the relevant  portion of the claims paid
                under  paragraph  (d)  above  and  the  Borrower  will  owe  the
                recovering Bank a debt which is equal to the  redistribution and
                of the type originally discharged.


                                    Page 44
<Page>

25.2    Reversal of redistribution

        If under Clause 25.1 (Redistribution):

        (a)     A recovering  Bank must  subsequently  return a recovery,  or an
                amount measured by reference to a recovery, to the Borrower; and

        (b)     the  recovering  Bank has paid a  redistribution  in relation to
                that recovery,

        each Bank shall,  within three Business Days of demand by the recovering
        Bank  through  the  Agent,  reimburse  the  recovering  Bank  all or the
        appropriate portion of the redistribution paid to that Bank.  Thereupon,
        the  subrogation in Clause 25.1(e) will operate in reverse to the extent
        of the reimbursement.

25.3    Exception

        (a)     A recovering  Bank need not pay a  redistribution  to the extent
                that it would not, after the payment, have a valid claim against
                the  Borrower  in the amount of the  redistribution  pursuant to
                Clause 25.1(e).

        (b)     A Bank is not entitled to participate in a redistribution if the
                redistribution   results   from  the   proceeds  of  a  judicial
                enforcement  order obtained by the recovering Bank and the other
                Bank had adequate  notice of and  opportunity  to participate in
                the  proceedings  concerned or bring its own proceedings but did
                not do so.

26      Tax Lease Option

        If the Borrower or an Owning  Company  wishes to incur Borrowed Money by
        means of a  Capitalised  Lease  Obligation  in respect of a Vessel,  the
        Banks shall, if so requested in writing by the Borrower, discuss in good
        faith for a period of up to 60 days the  possible  restructuring  of the
        security  arrangements  contemplated  by this  Agreement so as to permit
        such  incurrence of Borrower  Money but such  restructuring  may only be
        implemented if all of the Banks approve it in writing (such approval not
        to be unreasonably withheld) and such supplemental documentation entered
        into  and  conditions  precedent  fulfilled  as the  Banks  may in their
        absolute  discretion require. It is acknowledged by all parties that, as
        set out in the telefax  from the Banks to the  Borrower  dated 28 August
        2002,  the  restructuring  of the  security  may include the granting of
        security  to  secure  the  relevant  Capitalised  Lease  Obligation  and
        postponement  and/or  replacement  of  the  Mortgages  with  alternative
        security acceptable to the Banks to be agreed at the relevant time.

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

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


                                    Page 45
<Page>

27      Severability

        If a  provision  of this  Agreement  is or becomes  illegal,  invalid or
        unenforceable in any competent  jurisdiction,  that shall not affect the
        validity or  enforceability  in that jurisdiction of any other provision
        of  this   Agreement  or  the  validity  or   enforceability   in  other
        jurisdictions of that or any other provision of this Agreement.

28      Notices

28.1    Giving of notices

        All notices or other  communications  under or in  connection  with this
        Agreement  shall be given or made in  writing,  by  letter,  telefax  or
        e-mail.  Any such notice or communication  will be deemed to be given or
        made as follows;

                (i)     if by  letter,  when  delivered  at the  address  of the
                        relevant Party;

                (ii)    if by telefax or e-mail, when received.

        However,  a notice given in accordance  with the above but received on a
        day  which is not a  Business  Day or after  4:00  p.m.  in the place of
        receipt  will  only be  deemed  to be  given  at 9:00  a.m.  on the next
        Business Day in that place.

28.2    Addresses for notices

        (a)     The address, the telefax number and e-mail address of each Party
                (other than the Agent and the Borrower) for all notices or other
                communications  under or in connection  with this  Agreement are
                those notified by that Party for this purpose to the Agent on or
                before the date it  becomes a Party;  or any other  notified  by
                that  Party for this  purpose to the Agent by not less than five
                Business Days' notice.

        (b)     The address, the telefax number and the e-mail address:

                (i)     of the Agent is:

                 NORDEA BANK NORGE ASA
                 P.O.Box 1166 Sentrum
                 Middelthunsgt. 17
                 0368 Oslo
                 Norway
                 Telephone: 00 47 22 48 50 00
                 Telefax: 00 47 22 48 66 68
                 E-mail: soosd@nordea.com

                 (ii) of the Borrower is:

                 GOLAR GAS HOLDING COMPANY, INC.
                 c/o Golar Management Limited
                 30 Marsh Wall
                 London E14 9TP
                 United Kingdom
                 Telephone: 00 44 20 7517 8600
                 Telefax: 00 44 20 7517 8601
                 E-mail: london.reception@golar.com

                or such other  address,  telefax  number and/or  e-mail  address
                and/or  marked  for such  other  attention  as the  Agent or the
                Borrower  may notify to the other  Parties by not less than five
                Business Days' prior notice.

        (c)     All notices  from or to the Borrower  related to this  Agreement
                shall be sent through the Agent.

        (d)     The Agent shall,  promptly upon request from any Party,  give to
                that Party the address, the telefax number and/or e-mail address
                of any other Party  applicable  at the time for the  purposes of
                this Clause.


                                    Page 46
<Page>

29      Conflicting provisions

        In case of conflict  between this  Agreement and the terms of any of the
        Security  Documents,  the terms and conditions of this  Agreement  shall
        prevail.

30      Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Borrower  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Agreement  and  accordingly  submits  to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 30
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

31      Governing law

        This Agreement is governed by Norwegian law.

32      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Agreement;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.



                                    Page 47
<Page>

                                   Schedule 1
                              Banks and commitments


Banks                              Commitments
-----                              -----------

DEN NORSKE BANK ASA                                     USD 20,000,000
Stranden 21
0021 Oslo
Norway

NORDEA BANK NORGE ASA                                   USD 20,000,000
P.O. Box 1166 Sentrum
Middelthunsgt. 17
0368 Oslo
Norway

FORTIS BANK (NEDERLAND) N.V.                            USD 20,000,000
Oslo Branch Office
Munkedamsveien 53B
0250 Oslo
Norway                                                  ______________
                                                        USD 60,000,000


                                    Page 48
<Page>

                                   Schedule 2
                         Conditions precedent documents

1.      In respect of the Borrower, the Parent and each of the Guarantors:

        (a)     the Memorandum and Articles of Association;

        (b)     Company Certificate;

        (c)     Updated Good Standing Certificate;

        (d)     A resolution  of the Board of Directors  (and  resolution by the
                shareholders,  if  required),  authorising  the execution of the
                Transaction Documents to which it is a party;

        (e)     Power of Attorney to its  representatives for the execution and,
                if  applicable,  registration  of the  Transaction  Documents to
                which it is a party;

        (f)     Secretary's Certificate; and

        (g)     Evidence of capital structure.

2.      The Agreement.

3.      The Co-ordination Agreement.

4.      The USD 325 mill. Facility Agreement.

5.      The Management Agreements.

6.      The Charters with addenda.

7.      The Charter Guarantees.

8.      The Golar Mazo Charter.

9.      Acceptance  Letter  by the  lenders  under  the USD 325  mill.  Facility
        Agreement.

10.     The Faraway Documents.

11.     Omnibus Agreement.

12.     The Master Agreement.


                                    Page 49
<Page>

13.     In respect of the Security Documents:

        (a)     the Deeds of Assignment;

        (b)     the notices of  assignment  to and  acknowledgement  and consent
                from  the  relevant  parties  as  required  under  the  Deeds of
                Assignment;

        (c)     the Pledge of Accounts;

        (d)     the Pledge of  Borrower  Shares with the share  certificates  in
                respect of the pledged shares and any other additional  document
                in relation thereto;

        (e)     the Subsidiary  Pledges (with the share  certificates in respect
                of the  pledged  shares)  and any other  additional  document in
                relation thereto; and

        (f)     the Guarantees.

13.     In respect of each of the Vessels:

        (a)     evidence  that  the  Vessel  is  registered  in the  name of the
                relevant  Owning  Company in the  Liberian  Ship  Registry,  the
                Mortgage has been executed and recorded with second priority and
                that no other  encumbrances  or liens are  recorded  against the
                Vessel (save for the First Mortgages);

        (b)     Memorandum of Particulars;

        (c)     Consent  letter  from the  Security  Agent  as  First  Preferred
                Mortgagee under the First Mortgages;

        (d)     updated  class  certificate  related  to  the  Vessel  from  the
                relevant classification  society,  confirming that the Vessel is
                in class,  without extensions or recommendations at the Drawdown
                Date; and

        (e)     copies  of  insurance   policies/cover  notes  documenting  that
                insurance  cover has been  taken out in respect of the Vessel in
                accordance  with Clause 17.14  (Insurance),  and evidencing that
                the Agent on  behalf  of the  Banks'  security  interest  in the
                insurance  policies  have  been  noted  in  accordance  with the
                relevant  notices and  acknowledgements  as  required  under the
                Deeds of Assignment at the Drawdown Date.

14.     Evidence  that all fees,  costs and  expenses  (including  internal  and
        external  legal fees and expenses) and other  compensation  contemplated
        thereby, payable to the Banks and the Agent to the extent due, have been
        paid.


                                    Page 50
<Page>

15.     All approvals, authorizations and consents required by any government or
        other  authorities  in order for the Borrower,  the Parent or any of the
        Guarantors  to  enter  into  and  perform  its  obligations  under  this
        Agreement  and any of the  Transaction  Documents  to  which  they are a
        party.

16.     Letters of Quiet Enjoyment  issued by the Agent (on behalf of the Banks)
        in respect of the BG  Vessels,  or in respect of M/V Golar  Spirit,  the
        notice of financing issued by the relevant owner.

17.     Acknowledgements  duly signed by  BG/Pertamina in respect of the Letters
        of Quiet Enjoyment.

18.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as the  Borrower's  process  agent in  Norway  under  the
        Agreement,  the Pledge of Accounts, the Co-ordination  Agreement and the
        Subsidiary Pledges.

19.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as the Owning Companies' process agent in Norway under the
        Guarantee.

20.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as Oxbow's process agent in Norway under the Guarantee.

21.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as Golar  Maritime's  process  agent in Norway  under the
        Guarantee.

22.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management  AS as the Parent's  process agent in Norway under the Pledge
        of Borrower Shares.

23.     Appointment  of Frontline  Management AS and the acceptance by Frontline
        Management AS as the Ultimate  Owner's process agent in Norway under the
        Guarantee.

24.     Appointment  of Golar  Management  Limited and the  acceptance  by Golar
        Management Ltd. as the Owning  Companies'  process agent in the UK under
        the Deeds of Assignment.

25.     Favourable  legal  opinions in form and  substance  satisfactory  to the
        Agent from  lawyers  appointed  by the Agent on matters  concerning  all
        relevant jurisdictions.


                                    Page 51
<Page>

                                   Schedule 3

                                     Form of
                                 Drawdown Notice

To:     NORDEA BANK NORGE ASA as Agent

Date:   [          ] 2002

USD  60,000,000  Second  Priority  Credit  Facility  dated 11 October  2002 (the
"Agreement")

We refer to Clause 5 of the Agreement.

Terms  defined in the  Agreement  shall have the same  meaning in this  Drawdown
Notice.

l.      We wish to draw as follows:

        (a)     Amount: .................................................

        (b)     Drawdown Date: ..........................................

        (c)     Interest Period: ........................................

        (d)     Instructions for payment: ...............................

2.      We  confirm  that  each  condition  specified  in Clause  4.2  (specific
        conditions) is satisfied on the date of this Drawdown Notice.

By:

GOLAR GAS HOLDING COMPANY, INC.

Authorised Signatory


                                    Page 52
<Page>

                                   Schedule 4

                                     Form of
                                 Renewal Notice

To:     NORDEA BANK NORGE ASA as Agent

Date:   [         ]

USD  60,000,000  Second  Priority  Credit  Facility  dated 11 October  2002 (the
"Agreement")

We refer to Clause 8.1 (c) in the  Agreement.  Terms  defined  in the  Agreement
shall have the same meaning in this Renewal Notice.

We hereby:

1.      request an Interest Period in respect of the Loan of [ ] months from the
        next Interest Payment Date; and

2.      confirm that:

        (i)     no event or circumstance  has occurred or is threatening,  which
                constitutes, or which with the giving of notice or lapse of time
                or  both,  would  constitute  an  Event  of  Default  under  the
                Agreement; and that

        (ii)    the  representations  and  warranties  contained  in  Clause  16
                (Representations  and  Warranties)  of the  Agreement  are true,
                correct  and not  misleading  at the date hereof as if made with
                respect to the facts and circumstances existing at such date.


By:

GOLAR GAS HOLDING COMPANY, INC.

Authorised signatory


                                    Page 53
<Page>

                                   Schedule 5

                                     Form of
                               Deed of Assignment


                                     between

                                      [    ]
                                   as Assignor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                         Second Priority Credit Facility
                         in the amount of USD 60,000,000
                              dated 11 October 2002
                         -------------------------------



                                 VOGT & WIIG AS


                                    Page 54
<Page>

THIS  DEED OF  ASSIGNMENT  (the  "Deed")  dated  this [ ]  October  2002 is made
between:

(1)     [ ] a company  incorporated in the Republic of Liberia whose  registered
        office  is at 80 Broad  Street,  Monrovia,  Liberia,  as  assignor  (the
        "Assignor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        bank;

(B)     by a time charter  dated  [__________]  as amended by Addendum no. [___]
        dated [__________]  expiry on or about [__________] and made between the
        Assignor and [__________]  (the  "Charterer") the Assignor agreed to let
        and the Charterer agreed to take on time charter for the period and upon
        the  terms  and  conditions   therein  mentioned  the  vessel  [_______]
        documented  in the name of the  Assignor  under the laws and flag of the
        Republic of Liberia under Official Number [___] (the "Vessel");

(C)     pursuant to a guarantee dated [__________] (the "Guarantee") executed by
        i.a. the Assignor as Guarantor  (as defined in the  Agreement) in favour
        of the  Agent,  the  Assignor  jointly  and  severally  with  the  other
        Guarantors  guaranteed to the Agent,  for the account and benefit of the
        Banks,  the payment by the  Borrower of all amounts  owning  under or in
        connection with the Agreement;

(D)     pursuant to the Agreement  and the  Guarantee  there has been or will be
        executed by the Assignor in favour of the Agent a second  preferred ship
        mortgage  (the  "Mortgage")  on the Vessel and the  Mortgage has been or
        will be registered  under the provisions of Chapter 3 of title 21 of the
        Liberian  Code of Laws of 1956 Revised as security for the  repayment by
        the Assignor of the Secured Indebtedness (as defined below);

(E)     the  Assignor  has agreed to enter into this Deed in favour of the Agent
        (on behalf of the Banks) in respect of the Assigned Property (as defined
        below) as security for the Secured Indebtedness (as defined below);

(F)     it is a condition for the  utilisation of the Facility that the Assignor
        enters into this Deed and grants the securities set out herein in favour
        of the Agent;


                                    Page 55
<Page>

(G)     this Deed is  supplemental  to the  Guarantee  and (when  executed)  the
        Mortgage  and to the  security  thereby  created  but shall  nonetheless
        continue in full force and effect  notwithstanding  any discharge of the
        Mortgage; and

(H)     the Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the  Agreement)  pursuant to which the  Assignor  has entered
        into the First Deed of Assignment  (as defined in the Agreement) and the
        securities  constituted  herein and in the  Mortgage are in all respects
        subject  to and  subordinate  to the  rights of the  Security  Agent (as
        defined in the Agreement) under the First Mortgage and the First Deed of
        Assignment.

NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1       Interpretation

1.1     Defined expressions

        In this  Deed  (unless  the  context  otherwise  requires)  any  term or
        expression defined in the preamble shall have the meaning ascribed to it
        herein. In addition,  terms and expressions not defined herein but whose
        meanings are defined in the  Agreement,  shall have the meanings set out
        therein.

1.2     Definitions

        In this Deed, unless the context otherwise

        "Assigned Property" means:

        (a)     the Charter  Earnings;  (b) the other  Charter  Rights;  (c) the
                Earnings  of the  Vessel;  (d) her  Insurances;  (e) the Charter
                Guarantee(s);  and  (f)  any  Requisition  Compensation  for the
                Vessel.

        "Charter"  means the  charter  referred to in Recital (B) hereto and any
        future charters of the Vessel.

        "Charter  Documents" means the Charter and any other document in which a
        Charter Right has been created.

        "Charterer"  includes  the  successor  in  title  and  assignees  of the
        Charterer.

        "Charter  Earnings" means all money whatsoever  payable by the Charterer
        to the Assignor  under or pursuant to the Charter  and/or any guarantee,
        security or other assurance given to the Assignor at any time in respect
        of  the  Charterer's  obligations  under  or  pursuant  to  the  Charter
        including (but without  prejudice or to the generality of the foregoing)
        all claims for damages in respect of any breach by the  Charterer of the
        Charter).

        "Charter  Rights"  means  all of the  rights  of the  Assignor  under or
        pursuant to the Charter and any guarantee,  security or other  assurance
        given  to the  Assignor  at  any  time  in  respect  of the  Charterer's
        obligations  under  or  pursuant  to  the  Charter  including   (without
        limitation) the right to receive the Charter Earnings.


                                    Page 56
<Page>

        "Requisition  Compensation" means in relation to the Vessel, all sums of
        money  or  other  compensation  from  time to time  payable  during  the
        Security  Period by  reason of the  compulsory  acquisition  (being  the
        requisition  for  title or other  compulsory  acquisition,  requisition,
        appropriation,  expropriation,  deprivation,  forfeiture or confiscation
        for  any  reason  of the  Vessel  by an  governmental  entity  or  other
        competent  authority,  whether  de jure or de facto,  but shall  exclude
        requisition  for use or hire not involving  requisition of title) of the
        Vessel.

        "Secured  Indebtedness" means the aggregate of the Facility and interest
        thereon,  default  interest,  expenses,  fees, and all other sums of any
        kind at any time which may become  owing by the Assignor to the Agent or
        any of the Banks under the Guarantee, the Mortgage and this Deed.

1.3     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Deed:

        (b)     references  to  Clauses or  Appendices  are to be  construed  as
                references   to  clauses  or  appendices  of  this  Deed  unless
                otherwise stated;

        (c)     references  to (or to any  specified  provision of) this Deed or
                any other  document  shall be  construed as  references  to this
                Deed,  that  provision  or that  document  as from  time to time
                amended; and

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

2       Assignment of Assigned Property

2.1     Assignment

        In order to secure payment and discharge of the  Borrower's  obligations
        under the  Agreement and the payment of all sums which from time to time
        may become due thereunder and to secure the  performance  and observance
        with all of the covenants, terms and conditions in the Agreement, and by
        way of security for payment of the Secured  Indebtedness,  the Assignor,
        with full title  guarantee  hereby  assigns  and agrees to assign to the
        Agent (on behalf of the Banks) with second  priority  (subject always to
        the rights of the Security Agent under the First Deed of Assignment) all
        its rights,  title and interest in and to the Assigned  Property and all
        its benefits and interests present and future therein.


                                    Page 57
<Page>

2.2     Payments and application

2.2.1   Payment

        All  Assigned  Property  payable  to the  Assignor  are,  subject to the
        Security  Agent's rights under the First Deed of Assignment,  to be paid
        to account no. [ ] with [ ] or any replacement thereof, which is pledged
        (i) on  first  priority  to the  Security  Agent  as  security  for  the
        Borrower's  obligations under the USD 325 mill.  Facility  Agreement and
        (ii) on  second  priority  to the  Agent  (on  behalf  of the  Banks) as
        security for the Borrower's obligations under the Agreement.

2.2.2   Application

        All moneys received by the Agent in respect of:

        (a)     recovery  under the  Vessel's  Insurances  (other than under any
                loss of earnings  insurance and any such sum or sums as may have
                been received by the Agent in accordance  with the relevant loss
                payable Clause in respect of a major casualty as therein defined
                and paid to the Assignor as provided in Clause 2.2.1);

        (b)     the Vessel's Requisition Compensation;

        (c)     the Charter Guarantee(s); and

        (d)     the Vessel's Earnings (including the Charter Earnings),

        shall,  subject to the Security  Agent's  rights under the First Deed of
        Assignment,  be held by it upon trust in the first place to pay and make
        good the expenses and the balance shall:

        (i)     in the case of moneys  received in respect of sale of the Vessel
                or recovery  under the insurances in relation to a Total Loss of
                the Vessel or her Requisition Compensation:

                (A)     if no Default has occurred and is continuing, be applied
                        in accordance with Clause 17.15 of the Agreement; or

                (B)     if a Default has occurred and is continuing but no Event
                        of Default  has  occurred be retained by the Agent until
                        such time as no Default has occurred  and is  continuing
                        (whereupon  such moneys  shall be applied in  accordance
                        with Clause 17.15 of the  Agreement  or  paragraph  (ii)
                        below,  moneys so retained shall be applied by the Agent
                        in or towards satisfaction of any sums from time to time
                        accruing  due and  payable  by the  Assignor  under  the
                        Security  Documents  or any of them by virtue of payment
                        demanded thereunder; or

        (ii)    on any other  case,  if an Event of  Default  has  occurred,  be
                applied by the Security Agent in the manner  specified under (i)
                (B) above.


                                    Page 58
<Page>

2.3     Assumption of the Charter

        In the event that, in the opinion of the Agent,  (i) an Event of Default
        has  occurred,  (ii) the  Assignor  fails to  observe  and  perform  its
        obligations under the Charter or this Deed, the Agent may (but shall not
        be obliged to), subject to the Co-ordination  Agreement,  serve upon the
        Charterer and the Assignor a notice  whereupon the Agent shall  exercise
        the rights of the Assignor  under the Charter and be at liberty (but not
        obliged) to performed the Assignor's obligations thereunder.

2.4     Notice and acknowledgement

        The Assignor  undertakes  and covenants with the Agent to give notice of
        this Deed to the Charterer, the Charter Guarantor and the insurer or any
        other third parties from which any Charter  Earnings or other  Earnings,
        Insurances  or other  amounts are or may become  payable in the form set
        out in  Appendices 1 to 3 hereto (as the case may be) or such other form
        as the Agent may require,  and procure that any recipient of such notice
        acknowledge  receipt  of such  notices  in the  forms  attached  to such
        Appendices.

2.5     Release

        When all of the obligations  under the Agreement have been satisfied and
        discharged  in  full,  the  Agent  will at the  request  and cost of the
        Assignor (and subject to the First Deed of  Assignment)  reassign to the
        Assignor  all of the Agent's  right,  title and interest in the Assigned
        Property;  provided  always that any settlement or discharge  under this
        Deed  between  the  Assignor  and the  Agent  shall  be  subject  to the
        condition  that any payment by the  Borrower,  the Assignor or any other
        person will not be avoided or set aside or ordered to be repaid (in full
        or in part) under any  enactment  or provision  relating to  insolvency,
        administration,  liquidation  or bankruptcy  for the time being in force
        and in the event  that at any time the Agent has to repay (in full or in
        part) such amount  then the Agent  shall have the right  (subject to the
        rights of the  Security  Agent  under the First Deed of  Assignment)  to
        recover an  equivalent  amount  from the  Assignor  and to  enforce  the
        security created by this Deed as if such payment had not been made.

3       Perfection

        The  Assignor  agrees  that at any time and from  time to time  upon the
        written  request of the Agent,  it will  promptly  and duly  execute and
        deliver to the Agent any and all such further  instruments and documents
        as the Agent may reasonably deem necessary or desirable to register this
        Deed in any  applicable  registry,  and to maintain  and/or  perfect the
        security created by this Deed and the rights and powers herein granted.

4       No variations and the Assignor's  obligations  under the Charter and the
        Charter Guarantee(s)


                                    Page 59
<Page>

        The Assignor may not make any  variations  to the Charter or the Charter
        Guarantee(s)  or release any party of their  obligations  thereunder  or
        waive any breach of the Charterer's obligations thereunder or consent to
        any such act of  omission  of the  Charterer  as would  constitute  such
        breach or terminate the Charter,  without the prior  written  consent of
        the Agent (on behalf of the Banks).

        The Assignor shall remain liable to perform all of its obligations under
        the  Assigned  Property  and the Agent (on behalf of the Banks) shall be
        under no obligation of any kind whatsoever in respect thereof.

5       Assignment

        The Agent may assign or transfer its rights hereunder to any person whom
        it is entitled to assign its rights to under the Agreement.

6       No further Assignment or Pledge

        The Assignor shall not,  unless prior written  consent has been obtained
        from the  Agent,  be  entitled  to  further  assign or pledge any of the
        Assigned Property.

7       Additional and continuing security

        The security contemplated by this Deed shall be in addition to any other
        security  granted  in  accordance  with the  Agreement,  and  shall be a
        continuing  security in full force and effect as long as any obligations
        are outstanding thereunder.

8       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Deed shall  (unless the addressee has by fifteen
        days' written notice to that party specified another address) be made or
        delivered:

        (a)     if to the Assignor:

                [                 ]
                c/o Golar Management  Limited
                30 Marsh Wall
                London E14 9TP
                United Kingdom

                Telefax no: +44 20 7517 8601


                                    Page 60
<Page>

        (b)     if to the Agent:

                NORDEA BANK NORGE ASA
                Middelthunsgt. 17
                0368 Oslo
                Norway
                Telefax no: +47 22 48 66 68

9       Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Assignor  agrees that
        only the  courts of  England  shall  have  jurisdiction  to  settle  any
        disputes in  connection  with this Deed and  accordingly  submits to the
        non-exclusive jurisdiction of the English courts. Nothing in this Clause
        9 shall  limit the  right of the Agent or any Bank to start  proceedings
        against the Assignor in any other court of competent jurisdiction.

10      Governing law

        This Deed is governed by English law.

11      Service of process

        Without prejudice to any other mode of service, the Assignor:

        a)      irrevocably  appoints Golar Management Limited as its agents for
                service  of  process  relating  to any  proceedings  before  the
                English courts in connection with this Deed;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the English courts by posting of a copy of the process to
                Golar Management  Limited, 30 Marsh Wall, London E14 9TP, United
                Kingdom.


                                    Page 61
<Page>

IN WITNESS  whereof  this Deed has been duly  executed  as a deed on the day and
year first above written


SIGNED, SEALED and DELIVERED                                  )
as a DEED                                                     )
by                                                            )
it duly authorised Attorney-in-Fact                           )
for and on behalf of                                          )
[        ]                                                    )
in the presence of:                                           )


...................
Witness

Name:
Address:
Occupation:


SIGNED, SEALED and DELIVERED                                  )
as a DEED                                                     )
by                                                            )
it duly authorised Attorney-in-Fact                           )
for and on behalf of                                          )
NORDEA BANK NORGE ASA                                         )
in the presence of:                                           )


...................
Witness

Name:
Address:
Occupation:


                                    Page 62
<Page>

                                     Form of

                              Notice of Assignment
                                    (Charter)

To:     [ ]

We refer to the charterparty  dated [ ] (the "Charter") made between us and you,
whereby we agreed to let and you agreed to take on [time]charter  for the period
and upon terms and conditions  therein mentioned the M/V [ ] (the "Vessel").  We
hereby give you notice that:

1.      By a Deed of Assignment dated [ ] October 2002 (the "Deed") made between
        us and Nordea Bank Norge ASA, as "Agent", acting on behalf of itself and
        certain  other  banks as  "Banks",  we have  with full  title  guarantee
        assigned  on second  priority  (subject to the rights of Den norske Bank
        ASA as  security  agent (the  "Security  Agent")  pursuant  to a deed of
        assignment  dated 31 May 2001  between  us and the  Security  Agent (the
        "First Deed of  Assignment"))  absolutely  to and in favour of the Agent
        (on behalf of the Banks) all our rights, title and interest, present and
        future,  to and in all charterhire and other monies payable by you under
        the Charter.

2.      You are hereby  irrevocably  authorised  and  instructed to continue the
        performance of your obligations under the Charter towards us and receive
        instructions from us, PROVIDED HOWEVER, that all payments are to be made
        to our account  with the  Security  Agent,  account no. [ ] (free of any
        set-off or other deduction) which is pledged on first priority in favour
        of the Security Agent,  until such time as the Agent shall direct to the
        contrary whereupon all instructions or demands for actions shall be made
        by the Agent and all amounts payable to us shall be paid to the Agent or
        as it may direct.

3.      The Deed includes  provisions  that no  variations  shall be made to the
        Charter  (nor shall you be released  from your  obligations  thereunder)
        without  the  previous  written  consent  of the Agent (on behalf of the
        Banks) and that we shall  remain  liable to perform all our  obligations
        under the Charter  and that the Agent (on behalf of the Banks)  shall be
        under no obligation of any kind whatsoever in respect thereof.

Please acknowledge  receipt of this letter and confirm your consent to its terms
by signing the form of  acknowledgement  enclosed  hereto and return the same to
the address as set out therein.

The authority and  instructions  herein contained cannot be revoked or varied by
us without the consent of the Agent (on behalf of the Banks).  The provisions of
this notice and its acknowledgement shall be governed by the laws of England.

Dated [ ] 2002

Signed by

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

                                    Page 63
<Page>

                                                                    Appendix 1 B


                                     Form of
                                 Acknowledgement

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

We acknowledge  receipt of the Notice of Assignment  dated [ ] 2002.  Terms used
herein  shall  have  the  same  meaning  as  defined  therein.  We  agree to the
assignment of the earnings under the Charter and agree and undertake to be bound
by the terms of the Notice of  Assignment.  We confirm that we have  received no
notice of any previous  assignment  or pledge of all or any part of the earnings
under the Charter, save for under the First Deed of Assignment.

We further  confirm  that all  written  statements  containing  instructions  or
demanding  actions or payments  under the Charter may until further  notice from
the Agent to the  contrary be made by the  Assignor  and after such notice these
instructions shall be given or demands shall be made by the Agent.


Dated:  [        ]

For and on behalf of:

[        ]
By:
Name:
Title:


                                    Page 64
<Page>

                                     Form of

                              Notice of Assignment

                             (Charter Guarantee(s))

To:     [ ]

We refer to the charter guarantee dated  [__________] (the "Charter  Guarantee")
issued  by  yourselves  as  guarantor  as  security  for  the   obligations   of
[__________] (the "Charterer") under the charterparty dated [__________] entered
into between the Charterer and ourselves as owner. We hereby give notice that by
a Deed of Assignment dated  [__________]  October 2002 (the "Deed") made between
us and Nordea Bank Norge ASA as "Agent",  acting on behalf of itself and certain
other banks as "Banks",  we have with full title  guarantee,  assigned on second
priority  (subject to the rights of Den norske  bank ASA as security  agent (the
"Security  Agent") pursuant to a deed of assignment dated 31 May 2001 between us
and the Security  Agent (the "First Deed of  Assignment"))  absolutely to and in
favour of the Agent (on behalf of the Banks) all our rights, title and interest,
present and future, to and in the Charter Guarantee.

Please acknowledge  receipt of this letter and confirm your consent to its terms
by signing the form of  acknowledgement  enclosed  hereto and return the same to
the Agent at the address set out above.

The authority and  instructions  contained herein cannot be revoked or varied by
us without the prior written consent of the Agent (on behalf of the Banks).  The
provisions of this notice and its acknowledgement  shall be governed by the laws
of England.


Dated [   ] 2002

Signed by

-------------------------
[     ]


                                    Page 65
<Page>

                                                                     Appendix 2B

                                     Form of
                                 Acknowledgement

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

We acknowledge receipt of the Notice of Assignment dated [ ] October 2002. Terms
used  herein  shall have the same  meaning as defined  therein.  We agree to the
assignment  of the  Charter  Guarantee(s)  as set  out  therein  and  agree  and
undertake to be bound by the terms of the Notice of Assignment.  We confirm that
we have  received  no  notice  of any  assignment  of any  part  of the  Charter
Guarantee, save for under the First Deed of Assignment.


Dated:  ..................

For and on behalf of:

[     ]
By:
Name:
Title:


                                    Page 66
<Page>

                                                                     Appendix 3A


                                     Form of
                              Notice of Assignment
                                  (Insurances)

To:     The Insurers

[ ] as owner (the "Shipowner") of [" "], (the "Vessel") hereby gives notice that
all  payments  due to us from you in respect of the Vessel  have been (by way of
security)  assigned,  with second priority  (subject to the rights of Den norske
Bank ASA as security  agent (the  "Security  Agent")  under a deed of assignment
dated 31 May 2001 entered  into  between us and the  Security  Agent (the "First
Deed of  Assignment"))  to Nordea Bank Norge ASA,  Norway,  as agent for certain
other  banks  (the  "Mortgagee")  according  to a Deed of  Assignment  dated [ ]
October  2002 and that  all  payments  due to us  under  our  policy(-ies)  with
yourselves must be made in accordance with the  instruction,  from time to time,
of the Mortgagee.

Please note that all claims  relating to the  insurances in respect of an actual
or constructive  or agreed or arranged or compromised  total loss or requisition
for title or other  compulsory  acquisition  of the Vessel and claims payable in
respect of a major  casualty,  that is to say any claims or the aggregate of the
claims exceeds USD 5,000,000 (United States Dollars five million) shall (subject
to the  rights of the  Security  Agent  under the First Deed of  Assignment)  be
payable to the Mortgagee. Subject thereto all other claims, unless and until the
insurers have received notice from the Mortgagee of a default under the Mortgage
in which event all claims  shall  (subject to the rights of the  Security  Agent
under the First Deed of Assignment)  be payable  directly to the Mortgagee up to
its mortgage  interest,  shall be released  directly for the repair,  salvage or
other  charges  involved or to the  Shipowner as  reimbursement  if it has fully
repaired the damage and paid all of the salvage or other charges or otherwise in
respect of the Shipowner's  actual costs in connection  therewith.  Any payments
directly to the  Shipowner  shall be paid to account  no. [ ] with the  Security
Agent.

Please  note  that this  instruction  may not be  varied  except  with the prior
written consent of the Mortgagee.

Please  confirm your  acknowledgement  of the terms of this notice by completing
the  Acknowledgement  attached  hereto.  Please  return  the  signed  and  dated
Acknowledgement to the Mortgagee at the address set out therein

                                    [ ] 2002


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


                                    Page 67
<Page>


                                                                     Appendix 3B

To:

Nordea Bank Norge ASA
Middelthunsgt. 17
0368 Oslo
Norway

Telefax: +47 22 48 66 68

                                     Form of
                                 Acknowledgement

We  acknowledge  receipt  of the  Notice of  Assignment  dated [ ] from [ ] (the
"Shipowner") relating to the insurances for the vessel [""] (the "Vessel").

We have duly noted and do accept that our payments due to the  Shipowner,  under
the insurance  policies taken out for the Vessel as an Owners' Entry pursuant to
our rules,  shall be made in  accordance  with the  instructions  set out in the
Notice of Assignment, including the Loss Payable Clause therein, and payment due
to the Agent  will be made to such  account as from time to time  instructed  by
Nordea Bank Norge ASA, Middelthunsgt. 17, 0368 Oslo, Norway, which bank has been
duly noted by ourselves as the Second Priority Mortgagee of the Vessel.



Dated:


For and on behalf of:
[                   ]



By:
Name:
Title:


                                    Page 68
<Page>

                                   Schedule 6

                                     Form of
                               Pledge of Accounts


                                     between



                         Golar Gas Holding Company, Inc.
                                   as Borrower

                                       and

                              Nordea Bank Norge ASA
                                    as Agent

                                       and

                              Nordea Bank Norge ASA
                                 as Account Bank


                         ------------------------------
                                 Second Priority
                                 Credit Facility
                                for an amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------



                                 VOGT & WIIG AS


                                    Page 69
<Page>


THIS PLEDGE OF ACCOUNTS (the "Pledge") is made on [ ] October 2002 between:

1.      GOLAR GAS HOLDING COMPANY,  INC., a company incorporated in the Republic
        of Liberia,  having its registered office at 80 Broad Street,  Monrovia,
        Liberia, as borrower (the "Borrower");

2.      NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo, Norway as account
        bank (the "Account Bank"); and

3.      NORDEA BANK NORGE ASA,  Middelthunsgt.  17,  0368 Oslo,  Norway as agent
        (the "Agent").

WHEREAS:

(A)     The  Borrower  has been  granted a credit  facility  for an  amount  not
        exceeding  USD  60,000,000  (the   "Facility")  in  accordance  with  an
        agreement dated 11 October 2002 (as the same hereafter from time to time
        may be amended  referred to as the  "Agreement")  entered into among the
        Borrower,  the  Financial  Institutions  listed  in  Schedule  1 of  the
        Agreement,  the Agent (in its capacity as agent for the Banks,  arranger
        and bank),  Den norske  Bank ASA as  arranger  and bank and Fortis  Bank
        (Nederland) N.V. as arranger and bank;

(B)     The Borrower has agreed to enter into this Pledge in favour of the Agent
        (on behalf of the Banks) in respect its bank  accounts  as security  for
        its obligations towards the Banks under the Agreement;

(C)     The execution by the Borrower of this Pledge is a condition precedent to
        the Banks to make the Facility available to the Borrower;

(D)     The Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the  Agreement)  pursuant to which the  Assignor  has entered
        into the First Pledge of Accounts (as defined in the  Agreement) and the
        securities  constituted  herein are  subject to and  subordinate  to the
        rights of the  Security  Agent (as defined in the  Agreement)  under the
        First Pledge of Accounts.


                                    Page 70
<Page>

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge  (unless  the context  otherwise  requires)  any term or
        expression  defined  herein or in the  preamble  shall have the  meaning
        ascribed to it therein.  In addition,  terms and expressions not defined
        herein but whose  meanings are defined in the  Agreement  shall have the
        meaning set out therein.

2       Representations and warranties

        The Borrower  hereby  represents and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is entitled to pledge the Pledged Accounts (as defined below)
                to the Agent (on behalf of the Banks);

        (b)     save for the First  Pledge  of  Accounts,  it has not  assigned,
                charged, pledged or otherwise encumbered the Pledged Account (as
                defined below).

3.      Pledge

3.1     Pledge

        By way  of  security  for  the  payment  of its  obligations  under  the
        Agreement, the Borrower hereby pledges in favour of the Agent (on behalf
        of the Banks) on second priority  (subject always to the First Pledge of
        Accounts)  any and all  claims  it may at any time and from time to time
        have  against  the  Account  Bank  resulting  from or in  respect of any
        balance  at any time  standing  to its  credit on its bank  account  no.
        6018.04.41444 or any replacement thereof (the "Pledged  Accounts").

3.2     Withdrawals

        The  Borrower  may  withdraw  funds from the  Pledged  Accounts  (always
        subject to the First Pledge of Accounts)  for the purposes as set out in
        clause  14.1 (b) of the USD 325 mill.  Facility  Agreement  and  matters
        related  thereto as long as no Event of Default has been declared by the
        Agent or the Banks  under the  Agreement.  Withdrawals  from the Pledged
        Accounts for any other purpose,  or other payments  permitted  under the
        Agreement,  shall  require  the prior  written  consent of the Agent (on
        behalf of the Banks).

3.3     Blocking

        The  Pledged  Accounts  shall  following  an Event of  Default  which is
        unremedied  be blocked in favour of the Agent (on behalf of the  Banks),
        and  any  subsequent  payments  made  to the  Pledged  Accounts  or paid
        directly to the Agent or any of the Banks  shall,  subject to the rights
        of the Security  Agent under the First  Pledge of  Accounts,  be applied
        towards the Borrower's  obligations to the Agent and the Banks under the
        Agreement.


                                    Page 71
<Page>

3.4     Acknowledgement

        The Account Bank hereby  acknowledges this Pledge by the Borrower to the
        Agent (on behalf of the Banks), and waives any right to set-off or other
        rights it may have to the credit of the Pledged  Accounts,  and confirms
        to the Agent (on behalf of the Banks)  that the Pledged  Accounts  will,
        subject to the rights of the  Security  Agent under the First  Pledge of
        Accounts,  be  blocked  in favour of the Agent (on  behalf of the Banks)
        following the Account  Bank's  receipt of a notice from the Agent that a
        Default has occurred under the Agreement and/or the Security Documents.

3.5     Set-Off

        In the event of non-payment of any amount  hereunder when due, the Agent
        (acting  on behalf of the  Banks)  shall,  subject  to the rights of the
        Security  Agent  under the First  Pledge of  Accounts  and to the extent
        permitted by applicable law, have a separate right of set-off in respect
        of any credit  balance,  in any  currency,  on any account the  Borrower
        might have with either the Agent or any of the Banks (branches included)
        from time to time,  including the Pledged Accounts,  toward satisfaction
        of any sum due to the Agent or any of the Banks hereunder.

4       Perfection

        The  Borrower  agrees that it at any time and from time to time upon the
        written request of the Agent, will promptly and duly execute and deliver
        to the Agent any and all such further  instruments  and documents as the
        Agent may reasonably deem necessary or desirable, and to maintain and/or
        perfect  the  security  created by this Pledge and the rights and powers
        herein granted.

5       Continuing security

        The Borrower hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge shall be held by the Agent
                (on  behalf  of the  banks)  as a  continuing  security  for the
                obligations  under the  Agreement  and the  security  so created
                shall  not  be   satisfied  by  any   intermediate   payment  or
                satisfaction of any part of the obligations under the Agreement;

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     subject to the Co-ordination  Agreement,  the Agent shall not be
                bound to  enforce  any of the other  Security  Documents  before
                enforcing the security created by this Pledge;

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy  under this  Pledge  shall  impair  such
                right,  power or remedy or be construed as a waiver  thereof nor
                shall any single or partial exercise of any such right, power or
                remedy preclude any further  exercise thereof or the exercise of
                any other right, power or remedy;


                                    Page 72
<Page>

        (e)     the  rights,  powers and  remedies  provided  in this Pledge are
                cumulative and not exclusive of any rights,  powers and remedies
                provided  by law and may be  exercised  from time to time and as
                often as the Agent may deem expedient; and

        (f)     any  waiver  by the  Agent of any  terms of this  Pledge  or any
                consent  given by the Agent  under  this  Pledge  shall  only be
                effective  if given in writing and then only for the purpose and
                upon the terms which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  subject to the rights of the Security  Agent under the
        First  Pledge of  Accounts,  without  prejudice  to its other rights and
        powers under this Pledge and the other Security  Documents,  be entitled
        (but not bound) at any time and as often as may be necessary to take any
        such  action  as it may in its  reasonable  opinion  think  fit  for the
        purpose  of  protecting  or  maintaining  the  security  created by this
        Pledge.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the Agreement), and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory laws, become forthwith entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by its as pledgee of the Pledged  Accounts and in
        particular  the Agent  shall be  entitled  then or at any later  time or
        times:

        (a)     to enforce  its right as a pledgee of the  Pledged  Accounts  in
                accordance with the statutory procedure of enforcement laid down
                in the Norwegian enforcement Act of 26 June 1992;

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Borrower)  all such legal or  arbitration
                proceedings in connection with the Pledged Accounts as the Agent
                in its sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Borrower on demand all expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do anything  in  relation  to the  Pledged  Accounts
                which the Agent may think fit.

7       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement in accordance with the terms set out therein.


                                    Page 73
<Page>

        The  Borrower  shall not be  entitled  to  further  assign or pledge the
        Pledged Accounts.

8       Notices

        Any notice, demand or other communication to be made or delivered by any
        party pursuant to this Pledge shall (unless the addressee has by fifteen
        days' written notice to that party specified another address) be made or
        delivered as set out in Clause 28 of the Agreement.

9       Jurisdiction

        For the  benefit of the Agent and each Bank,  the  Borrower  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Pledge  and   accordingly   submits  to  the
        non-exclusive  jurisdiction  of Oslo tingrett.  Nothing in this Clause 9
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

10      Governing law

        This Pledge is governed by Norwegian law.

11      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.



                                    Page 74
<Page>

Signed by:
---------

The Borrower:
-------------
GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
----------
NORDEA BANK NORGE ASA

By:
Name:
Title:

The Account Bank:
-----------------
NORDEA BANK NORGE ASA

By:
Name:
Title:




                                    Page 75
<Page>

                                   Schedule 7

                                     Form of
                            Pledge of Borrower Shares

                                     between

                       Gotaas-Larsen Shipping Corporation
                                   as Pledgor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent





                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS


                                    Page 76
<Page>

THIS PLEDGE OF SHARES (the  "Pledge of Shares")  dated this [ ] October  2002 is
made between:

(1)     GOTAAS-LARSEN   SHIPPING   CORPORATION,   80  broad  Street,   Monrovia,
        Liberia(the "Pledgor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        Bank;

(B)     The  Pledgor has agreed to enter into this Pledge of Shares in favour of
        the Agent (on behalf of the Banks) in respect of its  [number of shares]
        shares  of the  capital  stock  of the  Borrower  represented  by  share
        certificate  no.  [ ]  (the  "Shares"),  being  all of  the  issued  and
        outstanding  shares of the  Borrower,  as  security  for the  Borrower's
        obligations towards the Banks under the Agreement; and

(C)     The  execution  by the  Pledgor of this  Pledge of Shares is a condition
        precedent to the Banks to make the Facility available to the Borrower.

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge of Shares  including  the  preamble  hereto  (unless the
        context  otherwise  requires),  terms and expressions not defined herein
        but whose meanings are defined in the Agreement, shall have the meanings
        set out therein.

2       Representations and warranties

        The Pledgor  hereby  represents  and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is  entitled to pledge its right,  title and  interest in the
                Shares to the Agent (on behalf of the Banks); and

        (b)     it  has  not  assigned,  charged,  pledged,  sold  or  otherwise
                encumbered the Shares (other than by this Pledge of Shares); and

        (c)     it is the sole, legal and beneficial owner of the Shared,  which
                are fully paid up and non-assessable.


                                    Page 77
<Page>

3       Pledge

3.1     Pledge

        By way of security for the payment of all amounts that are or may become
        due to the Agent  and/or  the Banks  under the  Agreement,  the  Pledgor
        hereby  pledges  assigns,  charges,  transfers  and  delivers,  on first
        priority,  all of its right,  title and interest in the Shares to and in
        favour of the  Agent (on  behalf  of the  Banks),  including  dividends,
        interest and other moneys paid or payable on the Shares.

3.2     Share certificates, etc.

        Upon  execution of this Pledge of Shares,  the Pledgor  shall deposit in
        escrow with the Agent the following documents:

        (a)     the share  certificates  for the Shares;  (b) signed but undated
                instruments of transfer in blank; (c) a signed by undated letter
                of  resignation  of each of the  directors  and  officers of the
                Borrower;  (d) a  letter  of  authority  signed  by  each of the
                directors and officers of the Borrower in favour of the Agent to
                complete  and date the letters of  resignation;  (e) a letter of
                undertaking  from  each  of the  directors  not to  appoint  any
                further directors or officers; (f) an irrevocable proxy from the
                Pledgor  empowering the Agent to cast votes  attributable to the
                Shares;  (g) a draft undated set of board resolutions  approving
                the resignations; and (h) the stock register, all unissued stock
                certificates and a duplicate corporate seal

3.3     Release

        As soon as any and all of the obligations  under the Agreement have been
        unconditionally  and irrevocably  paid and discharged in full, the Agent
        will  release the  security  created by this Pledge of Shares and return
        the share certificates for the Shares to the Pledgor.

4       Covenants

        The Pledgor hereby undertakes with the Agent that:

        (a)     if any  further  shares are issued to the  Pledgor,  the Pledgor
                shall  pledge its  respective  right,  title and interest in all
                such  additional  shares to the  Agent,  and  deliver  the share
                certificate(s) to the Agent; and

        (b)     it will not assign,  charge,  pledge or  otherwise  encumber the
                Shares  except as  contemplated  in the  Agreement  and/or  this
                Pledge of Shares or otherwise  permitted in writing by the Agent
                on behalf of the Banks.

5       Continuing security

        The Pledgor hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge of Shares shall be held by
                the Agent on behalf of the Banks as a  continuing  security  for
                the  payment  of all  amounts  that are or may become due to the
                Agent and/or the Banks under the  Agreement  and the security so
                created  shall not be satisfied by any  intermediate  payment or
                satisfaction  of  any  part  of  such   obligations   under  the
                Agreement;


                                    Page 78
<Page>

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     the  Agent  shall  not be  bound  to  enforce  any of the  other
                Security Documents before enforcing the security created by this
                Pledge of Shares;

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy under this Pledge of Shares shall impair
                such right,  power or remedy or be construed as a waiver thereof
                nor shall any  single or  partial  exercise  of any such  right,
                power or remedy  preclude  any further  exercise  thereof or the
                exercise of any other right, power or remedy;

        (e)     the  rights,  powers and  remedies  provided  in this  Pledge of
                Shares are  cumulative  and not exclusive of any rights,  powers
                and remedies  provided by law and may be exercised  from time to
                time and as often as the Agent may deem expedient; and

        (f)     any waiver by the Agent of any terms of this Pledge of Shares or
                any consent given by the Agent under this Pledge of Shares shall
                only be  effective  if given in  writing  and then  only for the
                purpose and upon the terms for which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  without prejudice to its other rights and powers under
        this Pledge of Shares and the other Security  Documents,  and subject to
        the Co-ordination Agreement, be entitled (but not bound) at any time and
        as often as may be  necessary  to take any such  action as it may in its
        reasonable   opinion   think  fit  for  the  purpose  of  protecting  or
        maintaining the security created by this Pledge of Shares.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the  Agreement) and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory law, become forthwith  entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by it as pledgee of the Shares and in  particular
        the Agent shall be entitled then or at any later time or times:


                                    Page 79
<Page>

        (a)     subject to the Co-ordination Agreement, to enforce its rights as
                pledgee  of  the  Shares  in   accordance   with  the  statutory
                procedures of enforcement laid down in the Norwegian Enforcement
                Act of 26 June 1992;

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Pledgor)  all such  legal or  arbitration
                proceedings  in  connection  with the Shares as the Agent in its
                sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Pledgor on demand all  expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do  anything  in  relation  to the Shares  which the
                Agent may think fit.

6.3     Liability of the Agent

        Neither  the  Agent  nor  its  agents,  managers,  officers,  employees,
        delegates  and  advisers  shall  be  liable  for  any  expense,   claim,
        liability,  loss,  cost,  damage  or  expense  incurred  or  arising  in
        connection with the exercise or purported exercise of any rights, powers
        and  discretions  under  this  Pledge of Shares in the  absence of gross
        negligence or wilful misconduct.

7       Indemnity

        The Pledgor will indemnify and hold harmless the Agent and each agent or
        attorney  appointed  under or pursuant to this Pledge of Shares from and
        against any and all expenses,  claims,  liabilities,  losses, tax (other
        than tax on the overall net income of the Agent),  costs,  duties,  fees
        and  charges  suffered,  incurred  or made by the Agent or such agent or
        attorney:

        (a)     in the exercise or purported  exercise of any rights,  powers or
                discretions vested in them pursuant to this Pledge of Shares; or

        (b)     in the  preservation  or enforcement of the Agent's rights under
                this Pledge of Shares; or

        (c)     on the  release  of any part of the  Shares  from  the  security
                created by this Pledge of Shares,

        and the Agent or each such agent or attorney may retain and pay all sums
        in  respect  of the same  amount  of money  received  under  the  powers
        conferred by this Pledge of Shares. All such amounts  recoverable by the
        Agent or each such  agent or  attorney  shall be  recoverable  on a full
        indemnity basis.


                                    Page 80
<Page>

8       Further assurances

        The  Pledgor  hereby  further  undertake  to  execute  and do  all  such
        assurances,  acts and  things  as the  Agent  in its  sole and  absolute
        discretion may require for:

        (a)     perfecting or protecting the security created (or intended to be
                created) by this Pledge of Shares; or

        (b)     preserving  or  protecting  any of the rights of the Agent under
                this Pledge of Shares; or

        (c)     ensuring that the security  constituted by this Pledge of Shares
                and the covenants  and  obligations  of the Borrower  under this
                Pledge of Shares shall enure to the benefit of any such assignee
                of the Agent as is referred to in Clause 10; or

        (d)     facilitating  the  appropriation or realisation of the Shares or
                any part  thereof in the manner  contemplated  by this Pledge of
                Shares; or

        (e)     the exercise of any power, authority or discretion vested in the
                Agent under this Pledge of Shares,

        in any such case,  forthwith upon demand by the Agent and at the expense
        of the Pledgor.

9       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Pledge of Shares shall (unless the addressee has
        by fifteen days' written notice to that party specified another address)
        be made or delivered: -

        (a)     if to the Pledgor:

                Gotaas-Larsen Shipping Corporation
                c/o Golar Management Limited
                30 Marsh Wall
                London E14 9TP
                United Kingdom
                Telefax no: +44 20 7517 8601


                                    Page 81
<Page>

        (b)     if to the Agent:

                Nordea Bank Norge ASA
                P.O. Box 1166 Sentrum
                Middelthunsg. 17
                0368 Oslo
                Norway
                Telefax: +47 22 48 66 68

10      Successors and assigns

10.1    Successors and assigns

        This  Pledge  of Shares  shall be  binding  upon and shall  enure to the
        benefit  of the  Agent on  behalf  of the  Banks  and  their  respective
        successors and permitted assigns and references in this Pledge of Shares
        to any of them shall be construed accordingly.

10.2    Prior consent

        The  Pledgor  shall not  assign or  transfer  any of its  rights  and/or
        obligations  under  this  Pledge of  Shares  without  the prior  written
        consent of the Agent.  The Agent may assign and/or  transfer part or all
        of its rights and/or obligations  hereunder to any financial institution
        in accordance with the terms of the Agreement. In such case, the Pledgor
        will execute such documentation as considered  necessary by the Agent to
        effectuate such assignment and/or transfer at the Agent's cost.

10.3    Disclosure of information

        The  Agent  may  disclose  to  a  potential   assignee,   transferee  or
        sub-participant,  such  information  about  the  Pledgor  as  the  Agent
        considers appropriate.

11      Jurisdiction

        For the benefit of the Agent and each Bank, the Pledgor agrees that only
        the courts of Norway shall have  jurisdiction  to settle any disputes in
        connection  with this  Pledge of Shares and  accordingly  submits to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 11
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

12      Governing law

        This Pledge of Shares is governed by Norwegian law.

13      Service of process

        Without prejudice to any other mode of service, the Pledgor:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge of Shares;


                                    Page 82
<Page>

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.

Signed by:

The Pledgor:
------------

GOTAAS-LARSEN SHIPPING CORPORATION

By:
Name:
Title:

The Agent:
----------

NORDEA BANK NORGE ASA

By:
Name:
Title:


                                    Page 83
<Page>


                                   Schedule 8

                                     Form of
                                Subsidiary Pledge

                                     between

                         Golar Gas Holding Company, Inc.
                                   as Pledgor

                                       and

                              Nordea Bank Norge ASA
                                    as Agent

                                in respect of [ ]








                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS


                                    Page 84
<Page>


THIS PLEDGE OF SHARES (the  "Pledge of Shares")  dated this [ ] October  2002 is
made between:

(1)     Golar GAS HOLDING COMPANY, INC., 80 Broad Street, Monrovia, Liberia (the
        "Pledgor"); and

(2)     NORDEA BANK NORGE ASA,  Middelthunsgt.  17, 0368 Oslo,  Norway, as agent
        under the Agreement (as defined below) (the "Agent").

WHEREAS

(A)     The Pledgor as borrower has been granted a credit facility for an amount
        not exceeding USD  60,000,000  (the  "Facility")  in accordance  with an
        agreement dated 11 October 2002 (as the same hereafter from time to time
        may be amended  referred to as the  "Agreement")  entered into among the
        Pledgor,  the  Financial  Institutions  listed  in  Schedule  1  of  the
        Agreement,  the Agent (in its capacity as agent for the Banks,  arranger
        and bank),  Den norske  Bank ASA as  arranger  and bank and Fortis  Bank
        (Nederland) N.V. as arranger and Bank;

(B)     The  Pledgor has agreed to enter into this Pledge of Shares in favour of
        the Agent (on behalf of the Banks) in respect of its  [number of shares]
        shares of the capital stock of [ ] represented by share  certificate no.
        [ ] (the "Shares"),  being all of the issued and outstanding shares of [
        ] as security for its obligations towards the Banks under the Agreement;

(C)     The  execution  by the  Pledgor of this  Pledge of Shares is a condition
        precedent  to the Banks to make the  Facility  available to the Pledgor;
        and

(D)     The Borrower has entered into the USD 325 mill.  Facility  Agreement (as
        defined in the Agreement) pursuant to which the Pledgor has entered into
        the First  Subsidiary  Pledge  (as  defined  in the  Agreement)  and the
        securities  constituted  herein are  subject to and  subordinate  to the
        rights of the  Security  Agent (as defined in the  Agreement)  under the
        First Subsidiary Pledge.

IT IS AGREED AS FOLLOWS:

1       Definitions

        In this  Pledge of Shares  including  the  preamble  hereto  (unless the
        context  otherwise  requires),  terms and expressions not defined herein
        but whose meanings are defined in the Agreement, shall have the meanings
        set out therein.


                                    Page 85
<Page>

2       Representations and warranties

        The Pledgor  hereby  represents  and warrants to the Agent (on behalf of
        the Banks) that:

        (a)     it is  entitled to pledge its right,  title and  interest in the
                Shares to the Agent (on behalf of the Banks); and

        (b)     save  for the  First  Subsidiary  Pledge  it has  not  assigned,
                charged, pledged, sold or otherwise encumbered the Shares (other
                than by this Pledge of Shares); and

        (c)     it is the sole, legal and beneficial owner of the Shares,  which
                are fully paid up and non-assessable.

3       Pledge

3.1     Pledge

        By way of security for the payment of all amounts that are or may become
        due to the Agent  and/or  the Banks  under the  Agreement,  the  Pledgor
        hereby  pledges,  assigns  charges,  transfers  and  delivers  on second
        priority  (subject  always to the  rights  under  the  First  Subsidiary
        Pledge),  all of its right,  title and  interest in the Shares to and in
        favour of the  Agent (on  behalf  of the  Banks),  including  dividends,
        interest and other moneys paid or payable on the Shares.


3.2     Documents

        Upon  execution of this Pledge of Shares,  the Pledgor  shall deposit in
        escrow with the Agent the following documents:

        (a)     share certificates for the Shares (and the Pledgor shall procure
                that the Security  Agent shall agree that, so long as the Shares
                are subject to the First Subsidiary  Pledge,  the Security Agent
                shall hold the Shares for the Agent and shall, upon release from
                the First Subsidiary Pledge, deliver the Share to the Agent; (b)
                signed but  undated  instruments  of  transfer  in blank;  (c) a
                signed by undated letter of resignation of each of the directors
                and officers of [ ]; (d) a letter of authority signed by each of
                the  directors  and  officers  of [ ] in  favour of the Agent to
                complete  and date the letters of  resignation;  (e) a letter of
                undertaking  from  each  of the  directors  not to  appoint  any
                further directors or officers; (f) an irrevocable proxy from the
                Pledgor  empowering the Agent to cast votes  attributable to the
                Shares;  (g) a draft undated set of board resolutions  approving
                the resignations;  and (h) all unissued share certificates,  the
                stock register and a duplicate corporate seal.

                                    Page 86
<Page>

3.3     Release

        As soon as any and all of the obligations  under the Agreement have been
        unconditionally  and irrevocably  paid and discharged in full, the Agent
        will release the security created by this Pledge of Shares.

4       Covenants

        The Pledgor hereby undertakes with the Agent that:

        (a)     if any  further  shares are issued to the  Pledgor,  the Pledgor
                shall  pledge its  respective  right,  title and interest in all
                such additional  shares to the Agent,  and (subject to the First
                Subsidiary  Pledge)  deliver  the  share  certificate(s)  to the
                Agent; and

        (b)     it will not assign,  charge,  pledge or  otherwise  encumber the
                Shares  except as  contemplated  in the  Agreement  and/or  this
                Pledge of Shares and/or the First Subsidiary Pledge or otherwise
                permitted in writing by the Agent on behalf of the Banks.

5       Continuing security

        The Pledgor hereby agrees and undertakes that:

        (a)     the  security  created by this Pledge of Shares shall be held by
                the Agent on behalf of the Banks as a  continuing  security  for
                the  payment  of all  amounts  that are or may become due to the
                Agent and/or the Banks under the  Agreement  and the security so
                created  shall not be satisfied by any  intermediate  payment or
                satisfaction  of  any  part  of  such   obligations   under  the
                Agreement;

        (b)     the security so created shall be in addition to and shall not in
                any way be prejudiced  or affected by any of the other  Security
                Documents;

        (c)     subject to the Co-ordination  Agreement,  the Agent shall not be
                bound to  enforce  any of the other  Security  Documents  before
                enforcing the security created by this Pledge of Shares;


                                    Page 87
<Page>

        (d)     no delay or omission on the part of the Agent in exercising  any
                right,  power or remedy under this Pledge of Shares shall impair
                such right,  power or remedy or be construed as a waiver thereof
                nor shall any  single or  partial  exercise  of any such  right,
                power or remedy  preclude  any further  exercise  thereof or the
                exercise of any other right, power or remedy;

        (e)     the  rights,  powers and  remedies  provided  in this  Pledge of
                Shares are  cumulative  and not exclusive of any rights,  powers
                and remedies  provided by law and may be exercised  from time to
                time and as often as the Agent may deem expedient; and

        (f)     any waiver by the Agent of any terms of this Pledge of Shares or
                any consent given by the Agent under this Pledge of Shares shall
                only be  effective  if given in  writing  and then  only for the
                purpose and upon the terms for which it is given.

6       Agent's powers

6.1     Protecting and maintaining of security

        The Agent shall,  without prejudice to its other rights and powers under
        this Pledge of Shares and the other Security  Documents,  and subject to
        the rights of the Security Agent under the First Subsidiary  Pledge,  be
        entitled (but not bound) at any time and as often as may be necessary to
        take any such action as it may in its  reasonable  opinion think fit for
        the purpose of protecting or  maintaining  the security  created by this
        Pledge of Shares.

6.2     Powers

        After the occurrence of an Event of Default  (irrespective of whether or
        not the Agent  shall  have  taken  steps to  enforce  any of the  powers
        specified or referred to in the  Agreement) and as long as such Event of
        Default is in existence,  the Agent shall,  subject to the Co-ordination
        Agreement and applicable  mandatory law, become forthwith  entitled,  as
        and when it may see fit,  to put into force and  exercise  all or any of
        the powers  possessed  by it as pledgee of the Shares and in  particular
        the Agent shall be entitled then or at any later time or times:

        (a)     subject to the Co-ordination Agreement, to enforce its rights as
                pledgee  of  the  Shares  in   accordance   with  the  statutory
                procedures of enforcement laid down in the Norwegian Enforcement
                Act of 26 June 1992;


                                    Page 88
<Page>

        (b)     to take over, institute, defend, settle or abandon (if necessary
                using the name of the  Pledgor)  all such  legal or  arbitration
                proceedings  in  connection  with the Shares as the Agent in its
                sole and absolute discretion thinks fit;

        (c)     generally,  to recover  from the Pledgor on demand all  expenses
                incurred by the Agent in or about or  incidental to the exercise
                by it of any of the powers aforesaid; and

        (d)     generally,  to enter into any  transaction or arrangement of any
                kind and to do  anything  in  relation  to the Shares  which the
                Agent may think fit.

6.3     Liability of the Agent

        Neither  the  Agent  nor  its  agents,  managers,  officers,  employees,
        delegates  and  advisers  shall  be  liable  for  any  expense,   claim,
        liability,  loss,  cost,  damage  or  expense  incurred  or  arising  in
        connection with the exercise or purported exercise of any rights, powers
        and  discretions  under  this  Pledge of Shares in the  absence of gross
        negligence or wilful misconduct.

7       Indemnity

        The Pledgor will indemnify and hold harmless the Agent and each agent or
        attorney  appointed  under or pursuant to this Pledge of Shares from and
        against any and all expenses,  claims,  liabilities,  losses, tax (other
        than tax on the overall net income of the Agent),  costs,  duties,  fees
        and  charges  suffered,  incurred  or made by the Agent or such agent or
        attorney:

        (a)     in the exercise or purported  exercise of any rights,  powers or
                discretions vested in them pursuant to this Pledge of Shares; or

        (b)     in the  preservation  or enforcement of the Agent's rights under
                this Pledge of Shares; or

        (c)     on the  release  of any part of the  Shares  from  the  security
                created by this Pledge of Shares,

        and the Agent or each such agent or attorney may retain and pay all sums
        in  respect  of the same  amount  of money  received  under  the  powers
        conferred by this Pledge of Shares. All such amounts  recoverable by the
        Agent or each such  agent or  attorney  shall be  recoverable  on a full
        indemnity basis.

8       Further assurances

        The  Pledgor  hereby  further  undertake  to  execute  and do  all  such
        assurances,  acts and  things  as the  Agent  in its  sole and  absolute
        discretion may require for:

        (a)     perfecting or protecting the security created (or intended to be
                created) by this Pledge of Shares; or


                                    Page 89
<Page>

        (b)     preserving  or  protecting  any of the rights of the Agent under
                this Pledge of Shares; or

        (c)     ensuring that the security  constituted by this Pledge of Shares
                and the covenants  and  obligations  of the Borrower  under this
                Pledge of Shares shall enure to the benefit of any such assignee
                of the Agent as is referred to in Clause 10; or

        (d)     facilitating  the  appropriation or realisation of the Shares or
                any part  thereof in the manner  contemplated  by this Pledge of
                Shares; or

        (e)     the exercise of any power, authority or discretion vested in the
                Agent under this Pledge of Shares,

        in any such case,  forthwith upon demand by the Agent and at the expense
        of the Pledgor.

9       Notices

        Any notice, demand or other communication to be made or delivered by any
        party  pursuant to this Pledge of Shares shall (unless the addressee has
        by fifteen days' written notice to that party specified another address)
        be made or delivered: -

        (a)     if to the Pledgor:

                Golar Gas Holding Company, Inc.
                c/o Golar Management Limited
                30 Marsh Wall
                London E14 pTP
                United Kingdom
                Telefax no: +44 20 7517 8601


        (b)     if to the Agent:

                Nordea Bank Norge ASA
                P.O. Box 1166 Sentrum
                Middelthunsg. 17
                0368 Oslo
                Norway
                Telefax: +47 22 48 66 68

10      Successors and assigns

10.1    Successors and assigns

        This  Pledge  of Shares  shall be  binding  upon and shall  enure to the
        benefit  of the  Agent on  behalf  of the  Banks  and  their  respective
        successors and permitted assigns and references in this Pledge of Shares
        to any of them shall be construed accordingly.

10.2    Prior consent

        The  Pledgor  shall not  assign or  transfer  any of its  rights  and/or
        obligations  under  this  Pledge of  Shares  without  the prior  written
        consent of the Agent.  The Agent may assign and/or  transfer part or all
        of its rights and/or obligations  hereunder to any financial institution
        in accordance with the terms of the Agreement. In such case, the Pledgor
        will execute such documentation as considered  necessary by the Agent to
        effectuate such assignment and/or transfer at the Agent's cost.


                                    Page 90
<Page>

10.3    Disclosure of information

        The  Agent  may  disclose  to  a  potential   assignee,   transferee  or
        sub-participant,  such  information  about  the  Pledgor  as  the  Agent
        considers appropriate.

11      Jurisdiction

        For the benefit of the Agent and each Bank, the Pledgor agrees that only
        the courts of Norway shall have  jurisdiction  to settle any disputes in
        connection  with this  Pledge of Shares and  accordingly  submits to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 11
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Borrower in any other court of competent jurisdiction.

12      Governing law

        This Pledge of Shares is governed by Norwegian law.

13      Service of process

        Without prejudice to any other mode of service, the Pledgor:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Pledge of Shares;

        b)      agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.


                                    Page 91
<Page>

Signed by:


The Pledgor:
------------

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
----------

NORDEA BANK NORGE ASA

By:
Name:
Title:




                                    Page 92
<Page>

                                   Schedule 9
                         Form of Compliance Certificate

To:     NORDEA BANK NORGE ASA as Agent under the Agreement as defined below

We refer to the  Agreement  dated  11  October  2002.  We give  this  Compliance
Certificate as required  under Clause 17.5 of the Agreement.  Terms used in this
Compliance Certificate have the meanings given to them in the Agreement [and are
on a consolidated basis].

The  covenant  calculations  below are made as of, and in respect of three month
period ending on [ ] 20[ ].

Agreement Clause   Covenant determination/Calculation compliance      Compliance

                   + Cash and bank deposits according to the accounts
                   - restricted funds/deposits
17.4 (a)           Free Available Cash: ___________________________    _______

                   + Current Assets according to the accounts
                   - Current Liabilities according to the accounts
17.4 (b)           Working Capital: _______________________________    _______

                   + all Borrowed Money according to the accounts
                   - Borrowed Money in Oxbow, Golar Maritime,
                     Faraway and Aurora Management Inc.
                   - Free Available Cash
                   = Net Debt (1)
                   EBITDA last quarter
                   4 x EBITDA last quarter (2)
                   (1) divided by (2)
17.4 (c)           = Leverage: ____________________________________    _______

        It is hereby  certified,  by the  undersigned,  that there are no known,
        pending or threatened Events of Default as of this date. Furthermore, it
        is hereby  certified  that the above  representations  and  undertakings
        contained  in the  Agreement  are true and correct and  fulfilled at the
        time hereof with reference to the facts now subsiding.

        Best regards,


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


        Enclosure: Financial Statement as per [ ]



                                    Page 93
<Page>

                                  Schedule 10A
                                     Form of
                                    Guarantee


                                    issued by

                                       [ ]

                                       and


                                       [ ]
                                  as Guarantors


                                  in favour of


                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------



                                 VOGT & WIIG AS
                                  ADVOKATFIRMA


                                    Page 94
<Page>

THIS GUARANTEE ("selvskyldnergaranti") is made on the [ ] October 2002

by:
[       ], [    ]; and

[       ], [    ]

(together the "Guarantors")

in favour of:
------------
NORDEA BANK NORGE ASA,  Middelthunsgate  17, P.O. Box 1166  Sentrum,  0107 Oslo,
Norway (the "Agent").

WHEREAS

(A)     Golar Gas Holding  Company,  Inc. as borrower (the  "Borrower") has been
        granted a credit  facility for an amount not  exceeding  USD  60,000,000
        (the  "Facility") in accordance  with an agreement dated 11 October 2002
        (as the same hereafter  from time to time may be amended  referred to as
        the  "Agreement")  entered  into  among  the  Borrower,   the  Financial
        Institutions  listed in Schedule 1 of the  Agreement,  the Agent (in its
        capacity as agent for the Banks, arranger and bank), Den norske Bank ASA
        as arranger  and bank and Fortis Bank  (Nederland)  N.V. as arranger and
        Bank;

(B)     It is a condition  precedent to the drawdown under the Facility that the
        Guarantors  execute and deliver  this  Guarantee,  and in  consideration
        thereof the Guarantors have agreed to execute and deliver this Guarantee
        to and in favour of the Agent (on behalf of the Banks) as  security  for
        all of the Borrower's obligations and liabilities to the Banks under the
        Agreement  and all security  documents  issued or to be issued  pursuant
        thereto  (the  "Security   Documents")  (such  obligations   hereinafter
        referred to as the "Guaranteed Obligations").

NOW, THEREFORE, each of the Guarantors hereby undertakes and agrees as follows:

1       Interpretation

1.1     Definitions

        In this  Guarantee  including  the preamble  hereto  (unless the context
        otherwise requires) any term or expression defined in the preamble shall
        have the  meanings  ascribed  to it  therein.  In  addition,  terms  and
        expressions  not defined  herein but whose  meanings  are defined in the
        Agreement shall have the meanings set out therein.

1.2     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Guarantee;


                                    Page 95
<Page>

        (b)     references  to Clauses  are to be  construed  as  references  to
                clauses of this Guarantee unless otherwise stated;

        (c)     references to (or to any specified  provision of) this Guarantee
                or any other  document  shall be construed as references to this
                Guarantee,  that provision or that document as from time to time
                amended; and

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

2       Guarantee

        The  Guarantors  hereby  unconditionally  and  irrevocably,  jointly and
        severally  guarantee  in favour of the Agent (on behalf of the Banks) as
        primary  obligor  as and for its own  debt  (som  selvskyldner)  and not
        merely  as  surety,  to pay to the  Agent on demand  all  monies  and to
        discharge all Guaranteed Obligations or any part thereof of the Borrower
        when the same become due for  payment or  discharge,  provided  however,
        that  each  of  the   Guarantors'   liability  never  shall  exceed  USD
        80,000,000.

        This Guarantee  shall be in addition to and not in  substitution  of any
        other  security  held by the Agent (on behalf of the Banks) from time to
        time in respect of the Guaranteed Obligations.

        For the purpose of the  Norwegian  Financial  Contracts  Act 1999 No. 46
        (the "FA"), we hereby declare and confirm:

        (a)     that  the  principal  amount  secured  under  hereunder  is  USD
                80,000,000 in  accordance  with the terms of the  Agreement;  in
                each case plus all  unpaid  interest,  default  interest,  fees,
                costs and expenses;

        (b)     that  we have  received  a copy  of the  Agreement,  and we have
                thereby been informed of the security  which is to be granted in
                respect of the amounts outstanding under the Agreement;

        (c)     that we have  been  informed  by the  Borrower  that no event of
                which  would be an Event of  Default  under  the  Agreement  has
                occurred as per today; and

        (d)     that we are aware of the cross  default  provisions  relating to
                ourselves contained in the Agreement.

3       Continuing security

        This Guarantee is a continuing  security for the whole of the Guaranteed
        Obligations  from time to time and shall remain in full force and effect
        until all of the Guaranteed  Obligations  have been finally  settled and
        fulfilled,  and  notwithstanding  the liquidation of the Borrower or any
        change  in the  constitution  of the  Borrower  or of the  Agent  or the
        absorption of or  amalgamation  by the Agent in or with any other entity
        or the  acquisition  of all or any part of the assets or  undertaking of
        the Agent by any other entity.

4       Payment and performance

        The Guarantors  expressly undertake to make payment of any amount due to
        the Agent and the Banks as a  consequence  of the  Borrower  not  having
        fulfilled  its   obligations   under  the  Agreement  and  the  Security
        Documents, within five Business Days after receipt of notice for payment
        from the Agent.  Any payments under this Guarantee shall be made in full
        without any deductions of counterclaims whatsoever.


                                    Page 96
<Page>

5       Preservation of Guarantors' liability

        The Agent may without the prior written consent of any of the Guarantors
        and without notice to any of the Guarantors:

        (a)     materially amend, novate, supplement or replace the Agreement;

        (b)     agree with the  Borrower to increase or reduce the amount of the
                Facility,  or vary the terms and  conditions  for its  repayment
                (including,  without  limitation,  the  rate  and/or  method  of
                calculation of interest payable on the Facility);

        (c)     allow to the  Borrower or to any other  person any time or other
                indulgence;

        (d)     renew,  vary, release or refrain from enforcing the Agreement or
                any security,  guarantee or indemnity which the Agent may now or
                in the future hold from the Borrower or from any other person;

        (e)     compound with the Borrower or any other person;

        (f)     enter into,  renew,  vary or  terminate  any other  agreement or
                arrangement with the Borrower or any other person; or

        (g)     make any  concession to the Borrower or do or omit or neglect to
                do anything  which  might,  but for this  provision,  operate to
                release or reduce the  liability  of the  Guarantors  under this
                Guarantee.

        The  liability  of the  Guarantors  under  this  Guarantee  shall not be
        affected by:

        (a)     the  absence  of,  or  any  defective,  excessive  or  irregular
                exercise of, any of the powers of the Borrower;

        (b)     any security  given or payment made to the Agent or the Banks by
                the Borrower or any other person being  avoided or reduced under
                any law (whether Norwegian or foreign) relating to bankruptcy or
                insolvency or analogous circumstance in force from time to time;


                                    Page 97
<Page>

        (c)     the liquidation,  administration,  receivership or insolvency of
                any of the Guarantors;

        (d)     the Agreement  and/or any of the Security  Documents  and/or any
                other security, guarantee or indemnity now or in the future held
                by the  Bank  being  defective,  void or  unenforceable,  or the
                failure  of  the  Bank  to  take  any  security,   guarantee  or
                indemnity;

        (e)     the novation of any of the Guaranteed Obligations; or

        (f)     anything  which would not have released or reduced the liability
                of the Guarantors to the Agent or the Banks had the liability of
                the Guarantors  under Clause 2 been as a principal debtor of the
                Agent or the Banks and not as a guarantor.

6       Waivers of the Guarantors

        Each of the Guarantors hereby waives:

        (a)     any requirement that the Agent and/or the Banks make demand upon
                or  seek  to  enforce  remedies  against  the  Borrower  for any
                payments  or other  performance  of the  Guaranteed  Obligations
                before demanding payment or performance under this Guarantee,

        (b)     notice  of the  occurrence  of any  event of  default  under the
                Agreement or any of the Security Documents,

        (c)     its right of  subrogation  into the position of the Agent and/or
                the Banks under the  Agreement or any of the Security  Documents
                until and  unless  the  Guaranteed  Obligations  shall have been
                finally settled and fulfilled; and

        (d)     any right to limit the liability under this Guarantee  resulting
                from any failure to comply  with  section 62 to 74 of the FA. In
                addition,  section  67  of  the  FA  shall  not  apply  to  this
                Guarantee.

7       Undertakings

        Each of the Guarantors  undertakes to the Agent (on behalf of the Banks)
        that as long as any monies  are being  owed or may  become  owing or any
        other  performance may become due under this  Guarantee,  the Guarantors
        shall:

        (a)     procure the compliance  with all of the financial  covenants and
                other undertakings as set out in the Agreement,  of the terms of
                which  it has full  knowledge,  and by this  reference  all such
                financial   covenants  and  other  undertakings  are  deemed  to
                constitute  an integral  part of this  Guarantee as if they were
                expressly incorporated herein;

        (b)     not make any distributions or dividends to its shareholders;


                                    Page 98
<Page>

        (c)     not agree to any transfer of its shares,  granting of options of
                ownership or change in its ultimate ownership;

        (d)     following  receipt by any of the Guarantors of a notice from the
                Agent of the  occurrence  of any  Event  of  Default  under  the
                Agreement,  none of the Guarantors will make demand for or claim
                payment  of any  moneys  due to any of the  Guarantors  from the
                Borrower,  or exercise any other right or remedy to which any of
                the  Guarantors is entitled in respect of such moneys unless and
                until all of the Guaranteed Obligations have been paid in full;

        (e)     not, if the Borrower  shall become the subject of an  insolvency
                proceeding or shall be wound up or liquidated  make any claim in
                such insolvency,  winding-up or liquidation until the Guaranteed
                Obligations  have been paid in full (unless so instructed by the
                Agent and then only on condition  that the  Guarantors  hold the
                benefit of any claim in such  insolvency or liquidation  and pay
                any amounts recovered  thereunder to the Agent (on behalf of the
                Banks));

        (f)     if it, in breach of  paragraph  (d) and (e) above,  receives  or
                recovers any money pursuant to any such exercise, claim or proof
                as therein  referred  to, hold such money for the Agent to apply
                the same as if they were  moneys  received or  recovered  by the
                Agent (on behalf of the Banks) under this Guarantee; and

        (g)     not take  from the  Borrower  any  security  whatsoever  for the
                moneys hereby guaranteed.

8       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement.

        None  of the  Guarantors  may  assign  nor  transfer  any of its  rights
        pursuant to the Guarantee without the prior written consent of the Agent
        (on behalf of the Banks).

9       Reinstatement

        Notwithstanding any payment received by the Agent and/or the Banks under
        the  Agreement  or any of the Security  Documents or any other  document
        referred to therein,  this  Guarantee will be reinstated if such payment
        is  required  by  bankruptcy  law or any  other  legal  provision  to be
        returned  by the Agent  and/or the Banks to the party or parties  having
        made such payment.


                                    Page 99
<Page>

10      Jurisdiction

        For the  benefit  of the Agent  and each  Bank,  each of the  Guarantors
        agrees that only the courts of Norway shall have  jurisdiction to settle
        any disputes in connection with this Guarantee and  accordingly  submits
        to the  non-exclusive  jurisdiction  of Oslo  tingrett.  Nothing in this
        Clause  10  shall  limit  the  right  of the  Agent or any Bank to start
        proceedings  against  any  of  the  Guarantors  in any  other  court  of
        competent jurisdiction.

11      Governing law

        This Guarantee shall be governed by Norwegian law.

12      Service of process

        Without prejudice to any other mode of service, each of the Guarantors:

        (a)     irrevocably  appoints  Frontline  Management AS as its agent for
                service of process relating to any proceedings  before Norwegian
                courts in connection with this Guarantee;

        (b)     agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceeding concerned; and

        (c)     consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika,
                0112 Oslo, Norway.

For and on behalf of
[      ]

By:
Name:
Title:

For and on behalf of
[      ]

By:
Name:
Title:

For and on behalf of
[      ]

By:
Name:
Title:


                                    Page 100
<Page>


                                  Schedule 10B
                                     Form of
                                    Guarantee




                                    issued by





                                 Golar LNG Ltd.
                                  as Guarantor




                                  in favour of




                              Nordea Bank Norge ASA
                                    as Agent



                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement For an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         ------------------------------




                                 VOGT & WIIG AS
                                  ADVOKATFIRMA


                                    Page 101
<Page>


THIS GUARANTEE ("selvskyldnergaranti") is made on the [ ] October 2002

by:
---
GOLAR LNG LTD.,  Par-la-Ville  Place,  4th Floor,  14 Par-la Ville Road,
Hamilton HM08, Bermuda (the "Guarantor")

in favour of:
------------
NORDEA BANK NORGE ASA,  Middelthunsgate  17, P.O. Box 1166  Sentrum,  0107 Oslo,
Norway (the "Agent").

WHEREAS

        (A)     Golar Gas Holding Company, Inc. as borrower (the "Borrower") has
                been granted a credit  facility for an amount not  exceeding USD
                60,000,000  (the  "Facility")  in  accordance  with an agreement
                dated 11 October 2002 (as the same  hereafter  from time to time
                may be amended  referred  to as the  "Agreement")  entered  into
                among  the  Borrower,   the  Financial  Institutions  listed  in
                Schedule 1 of the Agreement, the Agent (in its capacity as agent
                for the  Banks,  arranger  and  bank),  Den  norske  Bank ASA as
                arranger and bank and Fortis Bank  (Nederland)  N.V. as arranger
                and Bank;

        (B)     It is a condition  precedent to the drawdown  under the Facility
                that the Guarantor executes and delivers this Guarantee,  and in
                consideration  thereof the  Guarantor  has agreed to execute and
                deliver this  Guarantee to and in favour of the Agent (on behalf
                of the Banks) as security for all of the Borrower's  obligations
                and  liabilities  to the  Banks  under  the  Agreement  and  all
                security  documents issued or to be issued pursuant thereto (the
                "Security Documents") (such obligations  hereinafter referred to
                as the "Guaranteed Obligations").

NOW, THEREFORE, the Guarantor hereby undertakes and agrees as follows:

1       Interpretation

1.1     Definitions

        In this  Guarantee  including  the preamble  hereto  (unless the context
        otherwise requires) any term or expression defined in the preamble shall
        have the  meanings  ascribed  to it  therein.  In  addition,  terms  and
        expressions  not defined  herein but whose  meanings  are defined in the
        Agreement shall have the meanings set out therein.


                                    Page 102
<Page>

1.2     Construction

        (a)     Clause  headings are inserted for  convenience of reference only
                and shall be ignored in the construction of this Guarantee;

        (b)     references  to Clauses  are to be  construed  as  references  to
                clauses of this Guarantee unless otherwise stated;

        (c)     references to (or to any specified  provision of) this Guarantee
                or any other  document  shall be construed as references to this
                Guarantee,  that provision or that document as from time to time
                amended; and

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

2       Guarantee

        The  Guarantor  hereby  unconditionally  and  irrevocably  guarantees in
        favour of the Agent (on behalf of the  Banks) as primary  obligor as and
        for its own debt (som  selvskyldner) and not merely as surety, to pay to
        the  Agent  on  demand  all  monies  and  to  discharge  all  Guaranteed
        Obligations or any part thereof of the Borrower when the same become due
        for  payment  or  discharge,  provided  however,  that  the  Guarantor's
        liability never shall exceed USD 80,000,000.

        This Guarantee  shall be in addition to and not in  substitution  of any
        other  security  held by the Agent (on behalf of the Banks) from time to
        time in respect of the Guaranteed Obligations.

        For the purpose of the  Norwegian  Financial  Contracts  Act 1999 No. 46
        (the "FA"), we hereby declare and confirm:

        (a)     that  the  principal  amount  secured  under  hereunder  is  USD
                80,000,000 in  accordance  with the terms of the  Agreement;  in
                each case plus all  unpaid  interest,  default  interest,  fees,
                costs and expenses;

        (b)     that  we have  received  a copy  of the  Agreement,  and we have
                thereby been informed of the security  which is to be granted in
                respect of the amounts outstanding under the Agreement;

        (c)     that we have  been  informed  by the  Borrower  that no event of
                which  would be an Event of  Default  under  the  Agreement  has
                occurred as per today; and

        (d)     that we are aware of the cross  default  provisions  relating to
                ourselves contained in the Agreement.

3       Continuing security

        This Guarantee is a continuing  security for the whole of the Guaranteed
        Obligations  from time to time and shall remain in full force and effect
        until all of the Guaranteed  Obligations  have been finally  settled and
        fulfilled,  and  notwithstanding  the liquidation of the Borrower or any
        change  in the  constitution  of the  Borrower  or of the  Agent  or the
        absorption of or  amalgamation  by the Agent in or with any other entity
        or the  acquisition  of all or any part of the assets or  undertaking of
        the Agent by any other entity.

4       Payment and performance

        The Guarantor expressly  undertakes to make payment of any amount due to
        the Agent and the Banks as a  consequence  of the  Borrower  not  having
        fulfilled  its   obligations   under  the  Agreement  and  the  Security
        Documents, within five Business Days after receipt of notice for payment
        from the Agent.  Any payments under this Guarantee shall be made in full
        without any deductions of counterclaims whatsoever.


                                    Page 103
<Page>

5       Preservation of Guarantor's liability

        The Agent may without the prior  written  consent of the  Guarantor  and
        without notice to the Guarantor:

        (a)     materially amend, novate, supplement or replace the Agreement;

        (b)     agree with the  Borrower to increase or reduce the amount of the
                Facility,  or vary the terms and  conditions  for its  repayment
                (including,  without  limitation,  the  rate  and/or  method  of
                calculation of interest payable on the Facility);

        (c)     allow to the  Borrower or to any other  person any time or other
                indulgence;

        (d)     renew,  vary, release or refrain from enforcing the Agreement or
                any security,  guarantee or indemnity which the Agent may now or
                in the future hold from the Borrower or from any other person;

        (e)     compound with the Borrower or any other person;

        (f)     enter into,  renew,  vary or  terminate  any other  agreement or
                arrangement with the Borrower or any other person; or

        (g)     make any  concession to the Borrower or do or omit or neglect to
                do anything  which  might,  but for this  provision,  operate to
                release  or reduce the  liability  of the  Guarantor  under this
                Guarantee.

        The  liability  of the  Guarantor  under  this  Guarantee  shall  not be
        affected by:

        (i)     the  absence  of,  or  any  defective,  excessive  or  irregular
                exercise of, any of the powers of the Borrower;

        (ii)    any security  given or payment made to the Agent or the Banks by
                the Borrower or any other person being  avoided or reduced under
                any law (whether Norwegian or foreign) relating to bankruptcy or
                insolvency or analogous circumstance in force from time to time;

        (iii)   the liquidation,  administration,  receivership or insolvency of
                the Guarantor;

        (iv)    the Agreement  and/or any of the Security  Documents  and/or any
                other security, guarantee or indemnity now or in the future held
                by the  Bank  being  defective,  void or  unenforceable,  or the
                failure  of  the  Bank  to  take  any  security,   guarantee  or
                indemnity;

        (v)     the novation of any of the Guaranteed Obligations; or


                                    Page 104
<Page>

        (vi)    anything  which would not have released or reduced the liability
                of the  Guarantor to the Agent or the Banks had the liability of
                the Guarantor  under Clause 2 been as a principal  debtor of the
                Agent or the Banks and not as a guarantor.

6       Waivers of the Guarantor

        The Guarantor hereby waives:

        (a)     any requirement that the Agent and/or the Banks make demand upon
                or  seek  to  enforce  remedies  against  the  Borrower  for any
                payments  or other  performance  of the  Guaranteed  Obligations
                before demanding payment or performance under this Guarantee,

        (b)     notice  of the  occurrence  of any  event of  default  under the
                Agreement or any of the Security Documents,

        (c)     its right of  subrogation  into the position of the Agent and/or
                the Banks under the  Agreement or any of the Security  Documents
                until and  unless  the  Guaranteed  Obligations  shall have been
                finally settled and fulfilled; and

        (d)     any right to limit the liability under this Guarantee  resulting
                from any failure to comply  with  section 62 to 74 of the FA. In
                addition,  section  67  of  the  FA  shall  not  apply  to  this
                Guarantee.

7       Undertakings

        The  Guarantor  undertakes to the Agent (on behalf of the Banks) that as
        long as any  monies  are  being  owed or may  become  owing or any other
        performance may become due under this Guarantee, the Guarantor shall:

        (a)     procure the compliance  with all of the financial  covenants and
                other undertakings as set out in the Agreement,  of the terms of
                which  it has full  knowledge,  and by this  reference  all such
                financial   covenants  and  other  undertakings  are  deemed  to
                constitute  an integral  part of this  Guarantee as if they were
                expressly incorporated herein;

        (b)     not make any distributions or dividends to its shareholders;

        (c)     not agree to any transfer of its shares,  granting of options of
                ownership or change in its ultimate ownership;

        (d)     following receipt by the Guarantor of a notice from the Agent of
                the occurrence of any Event of Default under the Agreement,  the
                Guarantor  will make  demand for or claim  payment of any moneys
                due to the Guarantor  from the  Borrower,  or exercise any other
                right or remedy to which the Guarantor is entitled in respect of
                such moneys unless and until all of the  Guaranteed  Obligations
                have been paid in full;

        (e)     not, if the Borrower  shall become the subject of an  insolvency
                proceeding or shall be wound up or liquidated  make any claim in
                such insolvency,  winding-up or liquidation until the Guaranteed
                Obligations  have been paid in full (unless so instructed by the
                Agent and then only on condition  that the  Guarantor  holds the
                benefit of any claim in such  insolvency or liquidation  and pay
                any amounts recovered  thereunder to the Agent (on behalf of the
                Banks));


                                    Page 105
<Page>

        (f)     if it, in breach of  paragraph  (d) and (e) above,  receives  or
                recovers any money pursuant to any such exercise, claim or proof
                as therein  referred  to, hold such money for the Agent to apply
                the same as if they were  moneys  received or  recovered  by the
                Agent (on behalf of the Banks) under this Guarantee; and

        (g)     not take  from the  Borrower  any  security  whatsoever  for the
                moneys hereby guaranteed.

8       Assignment

        The Agent may assign or transfer  its rights  hereunder to any person to
        whom the rights and  obligations  as Agent and Bank may be  assigned  to
        under the Agreement.

        The Guarantor may not assign nor transfer any of its rights  pursuant to
        the Guarantee  without the prior written consent of the Agent (on behalf
        of the Banks).

9       Reinstatement

        Notwithstanding any payment received by the Agent and/or the Banks under
        the  Agreement  or any of the Security  Documents or any other  document
        referred to therein,  this  Guarantee will be reinstated if such payment
        is  required  by  bankruptcy  law or any  other  legal  provision  to be
        returned  by the Agent  and/or the Banks to the party or parties  having
        made such payment.

10      Jurisdiction

        For the benefit of the Agent and each Bank,  the  Guarantor  agrees that
        only the courts of Norway shall have jurisdiction to settle any disputes
        in  connection  with  this  Guarantee  and  accordingly  submits  to the
        non-exclusive  jurisdiction of Oslo tingrett.  Nothing in this Clause 10
        shall  limit  the  right of the  Agent or any Bank to start  proceedings
        against the Guarantor in any other court of competent jurisdiction.

11      Governing law

        This Guarantee shall be governed by Norwegian law.

12      Service of process

        Without prejudice to any other mode of service, the Guarantor:

        (a)     irrevocably  appoints  Frontline  Management AS as its agent for
                service of process relating to any proceedings  before Norwegian
                courts in connection with this Guarantee;


                                    Page 106
<Page>

        (b)     agrees  that  failure by its  process  agent to notify it of the
                process will not invalidate the proceeding concerned; and

         (c)     consents to the service of process to any such proceedings
                 before the Norwegian courts by posting of a copy of the process
                 to Frontline Management AS, Bryggegt. 3, P.O. Box 1327 Vika,
                 0112 Oslo, Norway.


For and on behalf of
GOLAR LNG LTD.

By:
Name:
Title:



                                    Page 107
<Page>

                                   Schedule 11

                                Form of Mortgage






                                    Page 108
<Page>

                             Dated: [ ] October 2002




                            SECOND PREFERRED MORTGAGE



                                       by



                                     [     ]
                                    as Owner



                                       to



                              NORDEA BANK NORGE ASA
                               as Second Mortgagee



                                  in respect of



                                    m/v "[ ]"
                              of Monrovia, Liberia
                                Official No. [ ]



                                    Page 109
<Page>

                                    I N D EX

Recitals                                                             3

Article I      Definitions                                           4
Article II     Granting Clause                                       5
Article III    Covenants of Owner
               Section 1.   Payment of Indebtedness                  5
               Section 2.   Insurance and Maintenance                7
               Section 3.   Mortgage Recording                       7
               Section 4.   Prohibition of Liens                     7
               Section 5.   Notice of Mortgage                       8
               Section 6    No Sales, Transfers or other
                               Preferred Mortgages                   8
               Section 7.   Authority of the Mortgagee               8
Article IV     Events of Default and Remedies
               Section 1.   Events of Default; Remedies              9
               Section 2.   Power of Attorney - Sale                10
               Section 3.   Power of Attorney - Collection          10
               Section 4.   Delivery of Vessel                      10
               Section 5.   Mortgagee to Discharge Liens            10
               Section 6.   Remedies Cumulative                     11
               Section 7.   Cure of Default                         11
               Section 8.   Discontinuance of Proceedings           11
               Section 9.   Application of Proceeds                 11
               Section 10. Requisition Compensation                 11
               Section 11. Severability of Provisions               12
Article V      Sundry Provisions
               Section 1. Successors and Assigns                    12
               Section 2. Power of Substitution                     12
               Section 3. Preferred Status                          12
               Section 4. Notices                                   12
               Section 5. Recording and Total Amount                12
               Section 6  Discharge                                 13
Appendices

Appendix 1.    Second Loan Agreement dated 11 October 2002
Appendix 2.    Guarantee dated [     ] October 2002


                                    Page 110
<Page>


THIS SECOND PREFERRED  MORTGAGE (the "Second  Mortgage") is made this [ ] day of
[__________] October 2002 by

(1)     [_____________________], a Liberian corporation having an address at 80
        Broad Street, Monrovia, Liberia (the "Owner"); in favor of

(2)     NORDEA BANK NORGE ASA, a Norwegian  banking  corporation  acting through
        its  offices at  Middelthunsgt.  17,  0368 Oslo,  Norway,  (the  "Second
        Mortgagee") as security trustee.

WHEREAS

(A)     The Owner is the sole and  absolute  legal and  beneficial  owner of the
        whole of the Liberian flag motor vessel "[__________]",  of [__________]
        gross tons and [ ] net tons, or  thereabouts,  built in  [__________] at
        [__________] and duly documented in the name of the Owner under the laws
        of the Republic of Liberia  with her home port at Monrovia,  Liberia and
        with official number [__________] (the "Vessel").

(B)     Pursuant to that certain Loan Agreement  dated 31 May 2001,  (the "First
        Loan  Agreement")  made among i.e.  Golar Gas  Holding  Company,  Inc, a
        corporate  incorporated  under the laws of the  Republic of Liberia (the
        "Borrower"), the banks and financial institutions specified in the First
        Loan  Agreement,  as lenders (the "First Banks") and Den norske Bank ASA
        (as  security  agent for the  lenders)  as first  mortgagee  (the "First
        Mortgagee"),  the First Banks have made available to the Borrower a term
        loan facility in the aggregate principal amount of United States Dollars
        Three  Hundred  and Twenty  Five  Million  (USD325,000,000)  (the "First
        Loan").

(C)     Pursuant  to the  First  Loan  Agreement,  the Owner  has  executed  and
        delivered  a certain  first  preferred  mortgage  in favour of the First
        Mortgagee  dated 31 May 2001 and  recorded  against  the  Vessel  in the
        Office of Deputy  Commissioner  of Maritime  Affairs of the  Republic of
        Liberia in New York at [time] on [__________] in Book PM [__________] at
        Page  [__________] as security for the Borrower's  obligations under the
        First Loan Agreement (the "First Mortgage").

(D)     Pursuant  to that  certain  Loan  Agreement  dated 11 October  2002 (the
        "Second Loan Agreement"), a copy of the form of which is attached hereto
        as  Appendix  1 and  shall be read  together  herewith)  made  among the
        Borrower,  the financial institutions listed in Schedule 1 to the Second
        Loan  Agreement,   as  lenders  (the  "Second  Banks")  and  the  Second
        Mortgagee,  as agent and arranger,  the Second Banks have agreed to made
        available  to the  Borrower  a credit  loan  facility  in the  aggregate
        principal amount of United States Dollars Sixty Million  (USD60,000,000)
        (the "Second Loan").

(E)     The principal of the Second Loan shall be repaid as provided in Clause 3
        of the Second  Loan  Agreement,  and  interest on the Second Loan at the
        rate of LIBOR plus the Margin for the relevant  Interest Period (each as
        defined in the  Second  Loan  Agreement)  shall be paid as  provided  in
        Clause 7 of the Second Loan Agreement.

                                    Page 111
<Page>

(F)     Pursuant  to the  Second  Loan  Agreement,  the Owner has  executed  and
        delivered to the Second Mortgagee a guarantee dated [__________] October
        2002 (the "Guarantee"),  of the Second Loan and interest thereon and all
        other sums payable or to become payable under the Second Loan Agreement,
        A copy of the  Guarantee  is annexed  hereto as  Appendix 2 and shall be
        read together herewith.

(G)     It is a  condition  to advance of the Second  Loan under the Second Loan
        Agreement  that the Owner  executes and delivers  this Second  Preferred
        Mortgage to the Second Mortgagee as security for the Owner's obligations
        under the Guarantee.

(H)     Pursuant  to the Second Loan  Agreement,  the Banks have  appointed  the
        Second Morgagee their security  trustee/mortgage  holder with full power
        to receive,  hold,  administer and enforce this Second  Mortgage for the
        benefit of the Banks.

(I)     In order to secure the  payment to the Second  Mortgagee  of the Secured
        Indebtedness (as hereinafter defined), and to secure the performance and
        observance  of and  compliance  with all of the  agreements,  covenants,
        terms  and  conditions  of  the  Guarantee  and  this  Second   Mortgage
        contained,  the Owner has duly  authorized the execution and delivery of
        this Second Preferred  Mortgage under and pursuant to Chapter 3 of Title
        21 of the Liberian Code of Laws Revised, as amended.

NOW THEREFORE THIS MORTGAGE WITNESSETH:

                                    ARTICLE I

                                   Definitions

In this Second Mortgage, unless the context otherwise requires:

(i)     "Environmental  Affiliate"  means any agent or  employee of the Owner or
        any person in a contractual  relationship with the Owner relating to the
        Vessel or her operation,  whose acts or omissions  would have a material
        adverse  effect on the Owner's  ability to meet its  obligations  to the
        Second  Mortgagee  with  respect to the Secured  Indebtedness  or on the
        security  provided to the Second  Mortgagee  with respect to the Secured
        Indebtedness;

                                    Page 112
<Page>

(ii)    "Environmental Approvals" means any and all consents, permits, licenses,
        approvals, rulings, variances, exemptions or other authorisations by any
        governmental  or public body or  authorities  or courts,  required under
        applicable Environmental Laws;

(iii)   "Environmental  Claims"  means (i) any claim by, or directive  from,  or
        enforcement,  clean-up,  removal or any other governmental or regulatory
        actions initiated by, any applicable  governmental,  judicial,  or other
        regulatory  authority  alleging breach of, or  non-compliance  with, any
        Environmental  Laws or  Environmental  Approvals or otherwise  howsoever
        relating  to or arising  out of an  Environmental  Release,  or (ii) any
        claim by any other third party  howsoever  relating to or arising out of
        an Environmental  Release (and in each such case "claim" shall include a
        claim for damages, clean-up costs,  contribution,  compliance,  remedial
        action or otherwise);

(iv)    "Environmental  Laws" mean all national,  international  and state laws,
        rules,  regulations,  treaties,  conventions  and agreements  whatsoever
        relating to  pollution  or  protection  of the  environment  (including,
        without  limitation,  the United  States Oil  Pollution  Act of 1990, as
        amended,  and any comparable laws of the individual States of the United
        States of America);

(v)     "Environmental   Release"  means  any  release  of  an   Environmentally
        Sensitive  Material  from the Vessel or as a result of her  operation or
        navigation,  for which the Owner has any liability  under any applicable
        Environmental Laws or any Environmental Claim;

(vi)    "Environmentally   Sensitive  Material"  means  and  includes  oil,  oil
        products and any other substance which is polluting,  toxic, contaminant
        or  hazardous  or any  substance  the  release  of which  is  regulated,
        prohibited or penalised by or pursuant to any Environmental Law;

(vii)   "ISM Code" means the International Safety Management Code (including the
        guidelines on its implementation), adopted by the International Maritime
        Organisation  Assembly as Resolutions  A.741(18) and  A.788(19),  as the
        same may be amended or supplemented from time to time. The terms "safety
        management  system",  "Safety  Management  Certificate",   "Document  of
        Compliance" and "major  non-conformity"  shall have the same meanings as
        are given to them in the ISM Code.

(viii)  "Secured  Indebtedness"  means  the  aggregate  of the  Second  Loan and
        interest thereon,  default interest,  expenses, fees, and all other sums
        of any kind at any  time  which  may  become  owing by the  Owner to the
        Second Mortgagee under the Guarantee and this Second Mortgage;

(ix)    "Security  Period"  means the period  commencing  on the date hereof and
        terminating  upon  discharge  of the  security  created  by this  Second
        Mortgage by payment in full of the Secured Indebtedness;


                                    Page 113
<Page>

(x)     "Vessel" means the whole of the vessel described in Recital A hereof and
        includes  her  engines,   machinery,  boats,  boilers,  masts,  rigging,
        anchors,  chains,  cables,  apparel,  tackle,  outfit, spare gear, fuel,
        consumable  and other stores,  freight,  belongings  and  appurtenances,
        whether on board or ashore, whether now owned or hereafter acquired, and
        all additions, improvements and replacements hereafter made in or to the
        said vessel, or any part thereof, or in or to the stores, belongings and
        appurtenances aforesaid; and

(xi)    Terms and  expressions  used herein and not  otherwise  defined  herein,
        shall bear the meanings ascribed to them in the Second Loan Agreement.

                                   ARTICLE II

                            Grant of Second Mortgage

NOW THEREFORE,  in  consideration of the premises and of other good and valuable
consideration,  the adequacy and receipt whereof are hereby acknowledged, and in
order to secure  the  payment  of the  Secured  Indebtedness  and to secure  the
performance  and  observance of and  compliance  with the  covenants,  terms and
conditions in the Guarantee and this Second  Mortgage  contained,  the Owner has
granted,  conveyed and mortgaged and does by these  presents  grant,  convey and
mortgage,  to and in favor of the Second  Mortgagee,  its successors and assigns
(subject  to the  prior  rights  of the First  Mortgagee  pursuant  to the First
Mortgage),  the whole of the Vessel TO HAVE AND TO HOLD the same unto the Second
Mortgagee, its successors and assigns, forever, upon the terms set forth in this
Second Mortgage for the  enforcement of the payment of the Secured  Indebtedness
and to  secure  the  performance  and  observance  of and  compliance  with  the
covenants,  terms and  conditions  in the  Guarantee  and this  Second  Mortgage
contained  SUBJECT  AND  SUBORDINATE,  however,  in all  respects  to the  First
Mortgage and all the terms, provisions and conditions thereof;

PROVIDED,  ONLY, and the condition of these presents are such that, if the Owner
and/or its  successors  or  assigns  shall pay or cause to be paid to the Second
Mortgagee,  its successors and assigns, the Secured Indebtedness as and when the
same shall become due and payable in accordance  with the terms of the Guarantee
and this Second Mortgage,  and the Owner shall perform,  observe and comply with
all and singular of the  covenants,  terms and  conditions  in the Guarantee and
this Second Mortgage contained,  expressed or implied, to be performed, observed
or complied  with by and on the part of the Owner or its  successors or assigns,
all without delay or fraud and  according to the true intent and meaning  hereof
and thereof,  then these presents and the rights of the Second  Mortgagee  under
this Second  Mortgage shall cease and determine  and, in such event,  the Second
Mortgagee agrees by accepting this Second Mortgage, at the expense of the Owner,
to execute all such documents as the Owner may  reasonably  require to discharge
this Second Mortgage under the laws of the Republic of Liberia;  otherwise to be
and remain in full force and effect.


                                    Page 114
<Page>

                                   ARTICLE III

                             Covenants of the Owner

The Owner covenants and agrees with the Second Mortgagee as follows:

Section 1. Payment of Secured Indebtedness
------------------------------------------

The Owner will pay the Secured  Indebtedness  as and when the same shall  become
due and payable and will observe,  perform and comply with the covenants,  terms
and conditions herein and in the Guarantee, expressed or implied, on its part to
be observed, performed or complied with.

Section 2. Insurance and Maintenance
------------------------------------

The Owner undertakes at all times throughout the Security Period to:

(a)     insure and keep the Vessel insured in accordance  with the provisions of
        Clause 17.14 of the Second Loan Agreement;

(b)     keep and cause the  Vessel to be kept in a good and  efficient  state of
        repair,  maintain the highest  class  available  for vessels of her type
        with a classification society acceptable to the Second Mortgagee, comply
        with the provisions of all laws, regulations and requirements (statutory
        or otherwise) from time to time applicable to vessels  registered  under
        the flag of the  Republic  of  Liberia,  procure  that all repairs to or
        replacements of any damaged, worn or lost parts or equipment be effected
        in such manner (both as regards workmanship and quality of materials) as
        not to diminish the value of the Vessel, and permit the Second Mortgagee
        by surveyors or other persons  appointed by them in that behalf to board
        the  Vessel for the  purpose  of  inspecting  her  condition  or for the
        purpose of  satisfying  themselves  in regard to  proposed  or  executed
        repairs and to afford all proper facilities for such inspections;

(c)     submit or to cause the Vessel to be submitted to such  periodic or other
        surveys as may be required for classification purposes and, if requested
        by the Second  Mortgagee,  to supply or to cause to be  supplied  to the
        Second Mortgagee copies of all survey reports and confirmations of class
        issued in respect  thereof  and to furnish  to the  Second  Mortgagee  a
        certificate by [ ] or such other  classification  society  acceptable to
        the Second  Mortgagee  that the  Vessel's  aforesaid  classification  is
        maintained;

(d)     pay and  discharge  or to  cause to be paid and  discharged  all  debts,
        damages and liabilities  whatsoever which have given or may give rise to
        maritime or possessory liens on or claims enforceable against the Vessel
        except to the extent  permitted  by  Article  III,  Sections  2(i) and 4
        hereof and in event of arrest of the Vessel pursuant to legal process or
        in event of her detention in exercise or purported  exercise of any such
        lien as aforesaid, procure the release of the Vessel from such arrest or
        detention within ten (10) days of the occurrence of such event;


                                    Page 115
<Page>

(e)     not cause or permit the Vessel to be operated in any manner  contrary to
        law, and not employ the Vessel or suffer her  employment in any trade or
        business which is forbidden by the laws of the Republic of Liberia or is
        otherwise  illicit or in carrying  illicit or prohibited goods or in any
        manner whatsoever which may expose the Vessel to penalty,  forfeiture or
        capture or render her liable to condemnation or to destruction,  seizure
        or  confiscation  and in event of  hostilities  in any part of the world
        (whether  war be declared or not) not to employ the Vessel or suffer her
        employment in carrying any contraband  goods or to enter or trade to any
        zone which is  declared a war zone by the  Vessel's  war risks  Insurers
        unless  there  shall  have been  effected  by the  Owner at its  expense
        special insurance coverage to extend to such voyage;

(f)     comply with all applicable Environmental Laws and obtain and comply with
        all  required  Environmental  Approvals  relating  to  the  Vessel,  her
        operation  or  management  and the  business  of the  Owner,  including,
        without  limitation,  requirements  relating  to  the  establishment  of
        financial  responsibility  (and  shall  require  that all  Environmental
        Affiliates of the Owner comply with all  applicable  Environmental  Laws
        and obtain and comply with all required Environmental Approvals relating
        to the Vessel);

(g)     upon the  request of the Second  Mortgagee,  conduct  and  complete  all
        reasonably  necessary  investigations,  studies,  sampling,  audits  and
        testings required by any known (or threatened) Environmental Release;

(h)     promptly upon the occurrence of any of the following events,  provide to
        the Second Mortgagee a certificate of an officer of the Owner specifying
        in detail  the  nature of such event and the  proposed  response  of the
        Owner or its Environmental Affiliate;

        (i)     the receipt by the Owner or any  Environmental  Affiliate (where
                the Owner has  knowledge of such  receipt) of any  Environmental
                Claim; or

        (ii)    any (or any threatened) Environmental Release;

        and upon the written  request by the Second  Mortgagee,  the Owner shall
        submit  to the  Second  Mortgagee,  at  reasonable  intervals,  a report
        updating the status of any  occurrence of an  Environmental  Claim or an
        Environmental Release,

(i)     except for the First  Mortgage and this Second  Mortgage  keep and cause
        the  Vessel to be kept free and clear of all liens,  charges,  mortgages
        and  encumbrances  except  where the Owner has  received  prior  written
        consent of the First Mortgagee and the Second  Mortgagee to the creation
        of any such liens, charges, mortgages and/or encumbrances;

(j)     (i)     to comply,  at all times,  and be responsible  for compliance by
                itself and by the Vessel, with the ISM Code;

        (ii)    at all times to ensure that:

                (a)     the Vessel has a valid Safety Management Certificate;

                (b)     the  Vessel is  subject  to a safety  management  system
                        which complies with the ISM Code; and


                (c)     to have a valid  Document of Compliance  for the Vessel,
                        and to hold it on board the Vessel,

        and to  deliver  to the  Second  Mortgagee  on request a copy of a valid
        Safety  Management  Certificate  and a valid  Document of  Compliance in
        respect of its Vessel in each case duly  certified  by an officer of the
        Owner;

        (iii)   to  promptly  notify  the  Second  Mortgagee  of any  actual  or
                threatened   withdrawal  of  an  applicable   Safety  Management
                Certificate or Document of Compliance;


                                    Page 116
<Page>

        (iv)    to promptly  notify the Second  Mortgagee of the identity of the
                person ashore  designated for the purposes of paragraph 4 of the
                ISM Code and of any change in the identity of that person; and

        (v)     to promptly notify the Second Mortgagee of the occurrence of any
                accident or major non-conformity  requiring action under the ISM
                Code.

Section 3. Mortgage Recording
-----------------------------

The Owner will cause this Second Mortgage to be duly recorded in accordance with
the provisions of Chapter 3 of Title 21 of the Liberian Code of Laws Revised, as
amended,  (hereinafter  called the "Liberian  Maritime  Law") and will otherwise
comply with and satisfy all of the  provisions  of the Liberian  Maritime Law in
order to  establish  and  maintain  this Second  Mortgage as a second  preferred
mortgage on the Vessel.

Section 4. Prohibition of Liens
-------------------------------

Neither the Owner, any charterer,  the Master of the Vessel nor any other person
has or shall have any right,  power or authority to create incur or permit to be
placed or imposed or continued  upon the Vessel,  its freights,  profits or hire
any lien  whatsoever  other than the lien created  under the First  Mortgage and
this Second  Mortgage,  other liens in favour of the Second  Mortgagee and liens
for crew's wages and salvage.

Section 5. Notice of Second Mortgage
------------------------------------

The Owner  will  place,  and at all times and  places  will  retain,  a properly
certified  copy of the Second  Mortgage  on board the Vessel with her papers and
certificates  and cause this  Second  Mortgage  to be  exhibited  to all persons
having  business  with the  Vessel  which  might  give rise to a  maritime  lien
thereon, and will place and keep prominently  displayed in the chart room and in
the Master's  cabin of the Vessel a framed  printed notice in plain type reading
as follows:


                               "NOTICE OF MORTGAGE

This  Vessel is owned by [ ] and is covered by a Second  Preferred  Mortgage  in
favor of NORDEA BANK NORGE ASA, Middelthunsgt.  17, 0368 Oslo, Norway, as Second
Mortgagee, under the authority of the Liberian Code of Laws Revised, as amended,
and as the  same  may be or may  have  been  further  amended,  modified  and/or
re-codified.  Under the terms of said Second  Mortgage,  neither the Owner,  any
charterer,  the Master of this Vessel nor any other person has any right,  power
or  authority to create,  incur or permit to be imposed  upon this  Vessel,  its
freights,  profits or hire,  any other lien  whatsoever  except liens for crew's
wages and salvage."

Section 6. No Sales, Transfers or Other Preferred Mortgage
----------------------------------------------------------

The Owner will not sell, mortgage,  transfer or change the management (technical
or  commercial) of the Vessel,  without the prior written  consent of the Second
Mortgagee, and any such written consent to any one sale, mortgage,  transfer, or
change of  management  shall not be construed  to be a waiver of this  provision
with respect to any subsequent  proposed sale,  mortgage,  transfer or change of
management.  Any such sale,  mortgage,  transfer or change in  management of the
Vessel shall be subject to the provisions of this Second Mortgage.

Section 7. Authority of the Second Mortgagee
--------------------------------------------

Without prejudice to any other rights of the Second Mortgagee hereunder:

(i)     in the event that the  provisions  of Article III Section  2.(a)  hereof
        shall not be complied with, the Second  Mortgagee shall be at liberty to
        effect and thereafter  replace,  maintain and renew all such  insurances
        upon the Vessel as in their sole discretion they may think fit;

(ii)    in the event that the provisions of Article III Section 2.(b) and/or (c)
        hereof  shall not be complied  with,  the Second  Mortgagee  shall be at
        liberty to arrange for the  carrying out of such repairs and/ or surveys
        as they deem expedient or necessary; and

(iii)   any and all expenses incurred by the Second Mortgagee (including fees of
        counsel)  in  respect  of  their   performances   under  the   foregoing
        sub-sections  (i) and (ii)  shall be paid by the Owner on  demand,  with
        interest  thereon  at the rate  provided  for in  sub-clause  7.4 of the
        Second Loan  Agreement from the date when such expenses were incurred by
        the Second Mortgagee.


                                    Page 117
<Page>


                                   ARTICLE IV

                         Events of Default and Remedies

Section 1. Events of Default; Remedies
--------------------------------------

In case of any one or more of the following  events,  herein  termed  "events of
default", shall happen:

(a)     an event of default  stipulated in Clause 18 of the Loan Agreement shall
        occur; or

(b)     a default in the due and punctual  observance and  performance of any of
        the covenants or provisions of the Second Loan  Agreement or this Second
        Mortgage shall have occurred and be continuing; or

(c)     any  notice  shall have been  issued by the  government  or any  bureau,
        department,  officer, board or agency thereof of the country of registry
        of the Vessel to the effect  that the Vessel is subject to  cancellation
        from such  registry  or the  certificate  of  registry  of the Vessel is
        subject to revocation or cancellation for any reason whatsoever;

then:

The Second Mortgagee shall have the right to (subject to the rights of the First
Mortgagee under the First Mortgage):

(i)     declare all the then unpaid Secured  Indebtedness  to be immediately due
        and payable,  and upon such  declaration,  the same, shall become and be
        due and payable;

(ii)    exercise all of the  enforcement  rights and remedies in foreclosure and
        otherwise given to the Second  Mortgagee by the provisions of the law of
        the country of registry of the Vessel or of any other jurisdiction where
        the  Vessel  may  be  at  the  relevant  time  or  any  other   relevant
        jurisdiction;

(iii)   bring suit at law, in equity or in admiralty, as they may be advised, to
        obtain judgement (if required by the laws of the relevant  jurisdiction)
        against  the Owner for the  payment  of the  Secured  Indebtedness,  and
        collect  the same out of any and all  property  of the Owner  covered by
        this Second Mortgage;

(iv)    take and enter into possession of the Vessel, at any time,  wherever the
        same may be, without prior legal  proceedings  (if permitted by the laws
        of  the  relevant  jurisdiction)  and,  without  being  responsible  for
        possible  loss or damage  to the  Owner,  the  Owner or other  person in
        possession  of the  Vessel  shall  forthwith  upon  demand of the Second
        Mortgagee surrender possession of the Vessel to the Second Mortgagee;

(v)     hold,  lay up,  lease,  charter,  operate  or  otherwise  use the Vessel
        (without  being  responsible  for possible loss or damage) for such time
        and upon  such  terms as it may deem to be for its best  advantage,  and
        demand,  collect  and retain  all hire,  freights,  earnings,  revenues,
        income, profits,  return premiums,  sale or insurance proceeds,  salvage
        awards or recoveries,  recoveries in general average, and all other sums
        due or to become due in respect of the Vessel;


                                    Page 118
<Page>

(vi)    sell the Vessel by public  auction or private  contract  (without  being
        responsible  for possible loss and damage) on such terms and  conditions
        as the Second  Mortgagee  shall deem to be for its best  advantage  free
        from any claim of or by the  Owner,  by  mailing  notice  of such  sale,
        whether public or private, to the Owner at its last known address as set
        forth in this Second  Mortgage,  seven  calendar  days prior to the date
        fixed for entering into the contract of sale and, in the event of public
        auction, by first publishing notice of any such public sale for ten (10)
        consecutive days in a newspaper of general circulation  published in the
        City of New York,  State of New York. In the event that the Vessel shall
        be offered for sale by private sale,  reasonable notice must be given to
        the Owner but need not to be more than  seven days  before  the  private
        sale and no  newspaper  publication  shall be required nor notice of the
        adjournment of sale.  Sale may be held at such place and at such time as
        the Second  Mortgagee by notice may have  specified  and any sale may be
        conducted  without  bringing the Vessel to the place designated for such
        sale  and any  sale  may be  conducted  in  such  manner  as the  Second
        Mortgagee  may  deem to be for  their  best  advantage,  and the  Second
        Mortgagee  may become the  purchaser at any sale.  The Owner agrees that
        any sale of the Vessel made in  compliance  with the  provisions of this
        Section 1 shall be deemed made in a  commercially  reasonable  manner as
        far as it is concerned.

        Anything in this  Section to the contrary  notwithstanding,  this Second
        Mortgage  is  subject  to the First  Mortgage  and the rights and powers
        granted  to the Second  Mortgagee  herein are  subject  and  subordinate
        (except for the rights to repayment of the Secured  Indebtedness) to the
        corresponding rights and powers granted to the First Mortgagee under the
        First  Mortgage  and may not be  exercised in such a manner as to impair
        such rights and powers under the First Mortgage.

Section 2. Power of Attorney - Sale
-----------------------------------

The  Owner   hereby   irrevocably   appoints   the  Second   Mortgagee   as  its
attorney-in-fact  to execute  and  deliver to any  purchaser  aforesaid,  and is
hereby  vested  with full power and  authority  to  execute,  in the name and on
behalf of the Owner, a bill of sale or other form of good conveyance of title to
the Vessel so sold (subject to the rights of the First Mortgagee under the First
Mortgage).

Section 3. Power of Attorney - Collection
-----------------------------------------

The Second Mortgagee is hereby  appointed  attorney-in-fact  of the Owner,  with
full power, upon the happening of any event of default, in the name of the Owner
(and subject to the rights of the First  Mortgagee  under the First Mortgage) to
demand, collect, receive,  compromise and sue for, so far as may be permitted by
law, all freight, hire, earnings, revenues, income, profits and sale proceeds of
the Vessel and all amounts due from underwriters  under any insurance thereon as
payment  of losses or as a return of premia or  otherwise,  salvage  awards  and
recoveries,  recoveries in general average or otherwise,  and all other sums due
or to become due at the time of the happening of any event of default as defined
in Section 1 of Article IV hereof in respect of the Vessel, or in respect of any
insurance thereon, from any person whomsoever,  and to make, give and execute in
the name of the Owner acquittances,  receipts,  releases or other discharges for
the same, and to endorse and accept in the name of the Owner all checks,  notes,
drafts,  warrants,  agreements and other  instruments in writing with respect to
the foregoing.

Section 4. Delivery of Vessel
-----------------------------

Whenever  any right to enter and take  possession  of the Vessel  accrues to the
Second Mortgagee  pursuant to this Second Mortgage,  it may require the Owner to
deliver, and the Owner shall on demand, at its own cost and expense,  deliver to
the Second Mortgagee the Vessel as demanded.  If any legal  proceedings shall be
taken to enforce  any right  under this Second  Mortgage,  the Second  Mortgagee
shall be entitled as a matter of right to the  appointment  of a receiver of the
Vessel and of the freights, hire, earnings,  revenues, income and profits due or
to become due and arising from the operation thereof.


                                    Page 119
<Page>

Section 5. Mortgagee to Discharge Liens
---------------------------------------

The Owner  authorizes  and empowers the Second  Mortgagee or its  appointees  to
appear in the name of the Owner, its successors and assigns, in any court of any
country  or nation of the  world  where a suit is  pending  against  the  Vessel
because of or on account of any alleged  lien  against the Vessel from which the
Vessel has not been  released and to take such  proceedings  as to them may seem
proper  towards the defence of such suit and purchase or discharge of such lien,
and all expenditures made or incurred by them for the purpose of such defence or
purchase or discharge  shall be a debt due from the Owner,  its  successors  and
assigns,  to the  Second  Mortgagee,  and shall be  secured  by the lien of this
Second  Mortgage  in like  manner and  extent as if the  amount and  description
thereof were written herein.

Section 6. Remedies Cumulative
------------------------------

Each and every power and remedy  herein given to the Second  Mortgagee  shall be
cumulative and shall be in addition to every other power and remedy herein given
or now or hereafter existing at law, in equity, in admiralty or by statute,  and
each and every power and remedy whether  herein given or otherwise  existing may
be  exercised  from time to time and as often and in such order as may be deemed
expedient  by the Second  Mortgagee,  and the  exercise or the  beginning of the
exercise  of any power or remedy  shall not be  construed  to be a waiver of the
right to exercise at the same time or thereafter  any other power of remedy.  No
delay or omission by the Second  Mortgagee in the exercise of any right or power
or in the  pursuance of any remedy  accruing  upon any default as above  defined
shall  impair any such right,  power or remedy or be construed to be a waiver of
any such event or default.

Section 7. Cure of Default
--------------------------

If at any time  after an event of default  and prior to the  actual  sale of the
Vessel  by the  Second  Mortgagee  or prior to any  enforcement  or  foreclosure
proceedings the Owner offers completely to cure all events of default and to pay
all expenses,  advances and damages to the Second  Mortgagee  consequent on such
events of default,  with  interest at the interest  rate set forth in sub-clause
7.4 of the Second Loan Agreement,  then the Second  Mortgagee may, but shall not
be  obligated  to do so,  accept such offer and payment and restore the Owner to
its former position,  but such action, if taken, shall not affect any subsequent
event of default or impair any rights consequent thereon.

Section 8. Discontinuance of Proceedings
----------------------------------------

In case the Second Mortgagee shall have proceeded to enforce any right, power or
remedy  under  this  Second  Mortgage  by  foreclosure  or  otherwise,  and such
proceedings  shall have been  discontinued and abandoned for any reason or shall
have been determined  adversely to the Second Mortgagee,  then and in every such
case the  Owner and the  Second  Mortgagee  shall be  restored  to their  former
position and rights  hereunder with respect to the property  subject or intended
to be subject  to this  Mortgage,  and all  rights,  remedies  and powers of the
Mortgagee shall continue as if no such proceedings had been taken.

Section 9. Application of Proceeds
----------------------------------

The proceeds of any sale of the Vessel and any and all other moneys  received by
the Second  Mortgagee  pursuant to or under the terms of this Second Mortgage or
in any proceedings  hereunder the application of which has not elsewhere  herein
been  specifically  provided  for,  shall  (subject  to the  rights of the First
Mortgagee under the First Mortgage) be applied as follows:

First:  So much  of  such  amounts  as  shall  be  required  to pay  all  taxes,
        assessments or liens in respect of the Vessel having priority over liens
        or  security  interests  in favour  of the  Second  Mortgagee,  shall be
        applied to the payment of such taxes, assessments or liens;


                                    Page 120
<Page>

Second: So much of such  amounts as shall be required to pay in full the Secured
        Indebtedness   shall  be   applied  to  the   payment  of  the   Secured
        Indebtedness.

Third:  Any surplus thereafter remaining,  to the Owner or Owner's successors in
        interest and assigns, or to whomever may be lawfully entitled to receive
        the same.

Section 10. Requisition Compensation
------------------------------------

Subject to the rights of the First  Mortgagee  under the First  Mortgage and the
First Deed of Assignment, in the event that the title or ownership of the Vessel
shall be  requisitioned,  purchased or taken by any government of any country or
any department,  agency or  representative  thereof,  pursuant to any present or
future law,  proclamation,  decree, order or otherwise,  the lien of this Second
Mortgage shall be deemed to attach to the claim for compensation therefore,  and
the  compensation  is hereby agreed to be payable to the Second  Mortgagee,  who
shall be  entitled to receive the same and shall apply it as provided in Section
9 of this Article III. In the event of any such requisition, purchase or taking,
the Owner  shall  promptly  execute  and  deliver to the Second  Mortgagee  such
documents, if any, as in the opinion of the Second Mortgagee may be necessary or
useful to facilitate or expedite the collection by the Second  Mortgagee of such
compensation,  purchase  price,  reimbursement  or award as is  payable  to them
hereunder.

Section 11. Severability of Provisions
--------------------------------------

In the event that any provision or provisions of this Second  Mortgage  shall be
declared invalid,  void or otherwise  inoperative by any present or future court
of competent  jurisdiction in any country,  the Owner will, without prejudice to
any  other  right or remedy  of the  Second  Mortgagee  under  the  Second  Loan
Agreement  or the  Guarantee or this Second  Mortgage,  execute and deliver such
other and further instruments and do such things as in the opinion of the Second
Mortgagee  and its counsel  will be necessary or advisable to carry out the time
intent and spirit of this Second Mortgage. In any event, any such declaration of
partial  invalidity  shall not affect the  validity  of any other  provision  or
provisions of this Second Mortgage, or the validity of this Second Mortgage as a
whole.

                                    ARTICLE V

                                Sundry Provisions

Section 1. Successors and Assigns
---------------------------------

No  assignment  shall be made in  respect  of this  Second  Mortgage  except  in
accordance with the terms of Clause 24 of the Second Loan Agreement.

Section 2. Power of Substitution
--------------------------------

Wherever and whenever  herein any right,  power or authority is granted or given
to the Second Mortgagee,  such right, power or authority may be exercised in all
cases by the Second  Mortgagee or such agent or agents the Second  Mortgagee may
appoint,  and  the act or  costs  of such  agent  or  agents  when  taken  shall
constitute the act or costs of the Second Mortgagee hereunder.

Section 3. Preferred Status of this Second Mortgage
---------------------------------------------------

Anything  herein to the contrary not  withstanding,  it is intended that nothing
herein shall waive the preferred status of this Second Mortgage and that, if any
provision or portion  thereof  herein shall be construed to waive the  preferred
status of this Second Mortgage, then such provision to such extent shall be void
and of no effect.

Section 4. Notices
------------------

Any  notice  or  other  communication  to be  given  pursuant  hereto  shall  be
transmitted and addressed as set forth in this Second Mortgage.


Section 5. Recording And Total Amount
-------------------------------------

For the  purpose of  recording  this  Second  Preferred  Mortgage as required by
Chapter 3 of Title 21 of the  Liberian  Code of Laws  Revised,  as amended,  the
total amount of this Second Mortgage is Sixty Million United States Dollars (USD
60,000,000)  and  interest  thereon,  default  interest,  costs,  expenses,  and
performance of Second Mortgage covenants. The date of maturity is on demand.


                                    Page 121
<Page>

It is not intended that this Second  Mortgage shall include  property other than
the Vessel as the term  "vessel"  is used in  subdivision  (2) of Section 106 of
Chapter  3 of  Title  21 of the  Liberian  Code of  Laws  Revised,  as  amended.
Notwithstanding the foregoing, for property other than the Vessel, if any should
be determined  to be covered by this Second  Mortgage,  the discharge  amount is
zero  point  zero one per  centum  (0.01%)  of the total  amount of this  Second
Mortgage.

Section 6. Discharge
--------------------

The Second Mortgagee shall,  when the Secured  Indebtedness has been paid to the
Second  Mortgagee  in full,  at the cost and  expense of the Owner,  provide for
discharge and release of this Second Mortgage.

IN  WITNESS  WHEREOF,  the Owner has  caused  this  Second  Mortgage  to be duly
executed the day and year first above written.



                                      [         ]
                                      By
                                        --------------------------------
                                        Attorney-in-Fact



                                    Page 122
<Page>


                                 ACKNOWLEDGEMENT

STATE OF NORWAY  )
                     : ss.:
CITY OF OSLO     )

        On  this  _____  day of [ ],  2002,  before  me  personally  appeared  [
_________________________ ], to me known, who being by me duly sworn, did depose
and say that  he/she  resides at  _______________________________________,  that
he/she is the  Attorney-in-Fact  of [ ], the corporation  described in and which
executed the foregoing  instrument,  and that he/she signed his/her name thereto
pursuant  to  authority  granted to him/her  by the board of  directors  of said
corporation.


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


                                    Page 123
<Page>

                                   Schedule 12

                   List of Charters and Management Agreements
























                                    Page 124
<Page>


M/V GOLAR SPIRIT

Charter

Time charter dated 9 September  1983 between  Pertamina and Golar Gas Cryogenics
Inc. as amended by Addendum  No. 1 dated 2 July 1986 and Addendum No. 2 dated 20
February 1990 expiry on or about 1 December 2006 subject to  charterer's  option
to extend.

Charter Guarantee

None.

Management Agreement

Management  Agreement dated 1 January 1999 between Golar Gas Cryogenics Inc. and
Osprey Maritime Management Limited.

M/V HILLI

Charter

Short term  pre-emption  charter dated 7 September 2000 between Golar Hilli Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term charter  dated 25 October  2001  between  Golar Hilli Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

        (a)     Guarantee dated 7 September 2000 from BG  International  Limited
                in  favour  of Golar  Hilli  Inc.  (in  respect  of  pre-emption
                charter).

        (b)     Guarantee  dated 8 May 2001  from BG  International  Limited  in
                favour of Golar Hilli Inc. (in respect of long term charter).

Management Agreement

Management  Agreement  dated 1 January 1999 between  Golar Hilli Inc. and Osprey
Maritime Management Limited.


                                    Page 125
<Page>

M/V GIMI

Charter

Short term  pre-emption  charter to be entered into between  Golar Gimi Inc. and
Methane Services Limited Pursuant to the Master Agreement  covering period until
delivery under long term charter.

Long term  charter  dated 25 October  2001  between  Golar Gimi Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee  dated 2 March 2000 from BG  International  Limited in favour of Golar
Gimi Inc. (in respect of long term charter)

Management Agreement

Management  Agreement  dated 1 January 1999  between  Golar Gimi Inc. and Osprey
Maritime Management Limited.

M/V KHANNUR

Charter

Short term pre-emption charter dated 30 November 2000 between Golar Khannur Inc.
and Methane  Services  Limited  entered  into  pursuant to the Master  Agreement
covering period until delivery under long term charter.

Long term charter  dated 25 October 2001 between  Golar Khannur Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee dated 30 November 2000 from BG International Limited in favour of
Golar Khannur Inc. (in respect of long term charter).

Management Agreement

Management  Agreement dated 1 January 1999 between Golar Khannur Inc. and Osprey
Maritime Management Limited.


                                    Page 126
<Page>

M/V GOLAR FREEZE

Charter

Short term pre-emption  charter dated 7 September 2000 between Golar Freeze Inc.
and Methane Services Limited entered into pursuant to the Master Agreement, such
charter to expire on 31 December 2009 subject to charterer's option to extend or
enter  into a long term  charter  in  accordance  with the  terms of the  Master
Agreement as amended by Addendum No. 1 dated 25 October 2001.

Long term charter dated 25 September  2002 between Golar Freeze Inc. and Methane
Services Limited.

Omnibus  agreement  dated 25 October  2001 between  Methane  Services  Ltd.,  BG
International  Ltd., BG Asia Pacific PTE.  Ltd.,  Osprey  Maritime  Ltd.,  Golar
Management  Ltd.,  Golar LNG Ltd.,  Golar Khannur Inc., Golar Freeze Inc., Golar
Gimi Inc.,  Golar Hilli Inc.,  Golar LNG 2215  Corporation  and Poten & Partners
Inc.

Charter Guarantee

Guarantee dated 7 September 2000 from BG International  Limited and in favour of
Golar    Freeze    Inc.    (in    respect   of   the   short   term    charter).

Management Agreement

Management  Agreement  dated 1 January 1999 between Golar Freeze Inc. and Osprey
Maritime Management Limited.


In this  Schedule  12 "Master  Agreement"  means the master  agreement  dated 12
August 1999 as amended by addendum  no. 1 thereto  dated 5 January  2000 between
Golar Khannur Inc., Golar Freeze Inc., Golar Gimi Inc., Golar Hilli Inc., Osprey
Maritime and Methane Services Limited.


                                    Page 127
<Page>


                                   Schedule 13

                                     Form of
                             Co-ordination Agreement

                                     between

                               Den norske Bank ASA
                               as First Mortgagee



                                       and


                         Golar Gas Holding Company, Inc.
                                   as Borrower


                                       and


                              Nordea Bank Norge ASA
                               as Second Mortgagee





                         -------------------------------
                                 Second Priority
                                 Credit Facility
                                Agreement for an
                                   amount not
                                  exceeding USD
                                60,000,000 dated
                                 11 October 2002
                         -------------------------------




                                 VOGT & WIIG AS

                                    Page 128
<Page>

THIS  CO-ORDINATION  AGREEMENT (the "Agreement")  dated [ ] October 2002 is made
between:


1.      GOLAR GAS HOLDING COMPANY,  INC., a company incorporated in the Republic
        of  Liberia,  having  its  registered  office  is  at 80  Broad  Street,
        Monrovia. Liberia (the "Borrower");

2.      DEN NORSKE BANK ASA, Stranden 21, 0021 Oslo, Norway  (hereinafter called
        the  "First  Mortgagee",   which  expression   includes  its  respective
        successors and assignees); and

3.      NORDEA BANK NORGE ASA,  P.O.Box 1166  Sentrum,  Middelthunsgt.  17, 0368
        Oslo,  Norway  (hereinafter   called  the  "Second   Mortgagee",   which
        expression includes its respective successors and assignees).

WHEREAS:

(A)     Golar Gas  Cryogenics  Inc.,  Golar Hilli Inc.,  Golar Gimi Inc.,  Golar
        Khannur Inc. and Golar Freeze Inc., all being companies incorporated and
        existing  under  the  laws of the  Republic  of  Liberia,  (the  "Owning
        Companies") are the owners of the following vessels; M/V "GOLAR SPIRIT",
        M/V "HILLI",  M/V "GIMI", M/V "KHANNUR" and M/V "GOLAR FREEZE" (together
        referred  to as the  "Vessels")  all  registered  in the  Liberian  Ship
        Registry.

(B)     Pursuant  to,  and  subject to the terms and  conditions  of a term loan
        facility  agreement dated 31 May 2001 (as the same may have been and may
        hereafter  from  time to  time  be  amended  referred  to as the  "First
        Agreement")  entered  into by and between  among others the Borrower and
        the First  Mortgagee as security agent on behalf of a syndicate of banks
        (the "First Banks"), the First Banks have made available to the Borrower
        a loan in the amount of USD 325,000,000  (the "First  Facility") for the
        purpose  of  enabling  the  Borrower  to  refinance   certain   existing
        indebtedness in respect of the Vessels,  and provide  liquidity  support
        and working capital.

        As security for the First Facility and all other sums owing to the First
        Banks under the First  Agreement  and the First  Securities  (as defined
        below) (together the "First Indebtedness"), i.a. the following documents
        have been executed:

        (i)     first priority Liberian mortgages (hereinafter called the "First
                Mortgages"),  in favour of the First Mortgagee (on behalf of the
                First Banks) registered against each of the Vessels;

        (ii)    first  priority  deeds of  assignment  dated 31 May 2001 between
                each of the Owning  Companies and the First Mortgagee (on behalf
                of the First Banks) (the "First Deeds of Assignment") in respect
                of  i.a.  each  of the  Owning  Companies'  present  and  future
                interest under:

                (a)     the  earnings  of the  relevant  Vessel  payable  to the
                        relevant Owning Company,

                (b)     the insurance  proceeds in respect of all insurances for
                        the relevant Vessel and all other amounts payable to the
                        relevant  Owning  Company in  relation  to the  relevant
                        Vessel;


                                    Page 129
<Page>

                (c)     the charters of the Vessels from time to time; and

                (d)     requisition   compensation   as  defined  in  the  First
                        Agreement,

        (iii)   a first priority bank account pledges and  assignments  dated 31
                May 2001 between the Borrower and the First Mortgagee (on behalf
                of the First Banks) (the "First Pledge of Accounts");

        (iv)    first  priority  share  pledges  dated  31 May  2001between  the
                Borrower and the First  Mortgagee (on behalf of the First Banks)
                under which the  Borrower  has pledged all of its shares in each
                of the Owning  Companies,  Oxbow and Golar  Maritime (the "First
                Pledge of Shares"); and

        (v)     a guarantee issued by the Owning Companies, Oxbow and Golar
                Maritime dated 31 May 2001 in favour of the First Mortgagee as
                security for the Borrower's obligations under the First
                Agreement (the "First Guarantee").

        The First Mortgages, the First Deeds of Assignment,  the First Pledge of
        Accounts,  the  First  Guarantee  and the First  Pledge  of  Shares  are
        hereinafter  called the "First Securities" as the same may have been and
        may hereafter from time to time be amended.

(C)     Pursuant to, and subject to a second priority credit  agreement dated 11
        October 2002 (the "Second  Agreement") entered into by and between among
        others the  Borrower  and the Second  Mortgagee  as agent on behalf of a
        syndicate of banks (the "Second Banks"), the Second Banks have agreed to
        make  available  to the  Borrower  a second  priority  loan of up to USD
        60,000,000 (the "Second Facility").

        As  security  for the  Second  Facility  and all other sums owing to the
        Second Banks under the Second  Agreement and the Second  Securities  (as
        defined below) (together the "Second Indebtedness"),  i.a. the following
        documents will be executed:

        (i)     second  priority  Liberian  mortgages  (hereinafter  called  the
                "Second  Mortgages"),  in favour  of the  Second  Mortgagee  (on
                behalf  of the  Second  Banks)  registered  against  each of the
                Vessels;

        (ii)    second  priority  deeds of assignment  dated [ ] between each of
                the Owning  Companies and the Second Mortgagee (on behalf of the
                Second Banks) (the "Second Deeds of  Assignment")  in respect of
                i.a. each of the Owning  Companies'  present and future interest
                under:

                (a)     the  earnings  of the  relevant  Vessel  payable  to the
                        relevant Owning Company,

                (b)     the insurance  proceeds in respect of all insurances for
                        the relevant Vessel and all other amounts payable to the
                        relevant  Owning  Company in  relation  to the  relevant
                        Vessel;


                                    Page 130
<Page>

                (c)     the charters of the Vessels from time to time; and

                (d)     requisition  compensation as defined in the Second Deeds
                        of Assignment,

        (iii)   a second  priority  bank  account  pledge  dated [ ] between the
                Borrower  and the  Second  Mortgagee  (on  behalf of the  Second
                Banks) (the "Second Pledge of Accounts");

        (iv)    second priority share pledges dated [ ] October 2002 between the
                Borrower  and the  Second  Mortgagee  (on  behalf of the  Second
                Banks) under which the Borrower has pledged all of its shares in
                each of the  Owning  Companies,  Oxbow and Golar  Maritime  (the
                "Second Pledge of Shares");

        (v)     a  guarantee  issued by the  Owning  Companies,  Oxbow and Golar
                Maritime  dated  [ ]  October  2002  in  favour  of  the  Second
                Mortgagee as security for the Borrower's  obligations  under the
                Second Agreement (the "Second Guarantee"); and

        (vi)    first  priority  share pledge dated [ ] October 2002 between the
                Parent and the Second  Mortgagee (on behalf of the Second Banks)
                under  which the  Parent  has  pledged  all of its shares in the
                Borrower (the "Pledge of Borrower Shares").

        The Second Mortgages, the Second Deeds of Assignment,  the Second Pledge
        of Accounts,  the Second Pledge of Shares, the Pledge of Borrower Shares
        and the Second Guarantee are hereinafter called the "Second  Securities"
        as the  same  may  have  been  and may  hereafter  from  time to time be
        amended.

(D)     This Agreement  sets out (inter alia) the terms and conditions  upon and
        subject to which the First Mortgagee  consents to the Borrower  granting
        in favour of the Second Mortgagee the Second Securities.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1       Consent of the First Mortgagee

        Subject  to the  terms  and  conditions  of this  Agreement,  the  First
        Mortgagee  (on  behalf  of  the  First  Banks)  hereby  consents  to the
        execution and registration (where relevant) of the Second Securities.

        The First Mortgagee  agrees on behalf of itself and the First Banks that
        nothing  contained in this Agreement,  the First Agreement or the Second
        Agreement  shall oblige the Second  Mortgagee to monitor or otherwise be
        responsible for the Borrower's  performance of its obligations under the
        First Agreement and the First Securities.

        The First  Mortgagee  agrees that so long as the First  Pledge of Shares
        shall  remain in full  force and  effect,  the  First  Mortgagee  shall,
        subject to the rights of the First  Banks,  hold the share  certificates
        for the Second  Mortgagee,  as security agent for the Second Banks under
        the Second Pledge of Shares, and that upon release from the First Pledge
        of Shares,  the First Mortgagee shall deliver the share  certificates to
        the Second Mortgagee.


                                    Page 131
<Page>

        The First  Mortgagee  (as  security  agent for the First Banks) upon the
        request of the Borrower  and in  consideration  of the Second  Mortgagee
        agreeing and  undertaking  in the manner  hereinafter  contained  hereby
        consents  to the  granting  by the  Borrower  in  favour  of the  Second
        Mortgagee and the execution and registration (as the case may be) of the
        Second Securities.

2       The First Mortgagee's undertakings

        The First  Mortgagee  (on behalf of the First Banks)  hereby  agrees and
        undertakes  with the  Second  Mortgagee  that it will  notify the Second
        Mortgagee  as soon as  practicable  if it intends to enforce  any of its
        rights or powers  under the First  Securities  (other  than its right to
        demand  payment  of any monies  secured  thereby)  whereupon  the Second
        Mortgagee  shall have the option (to be  exercised  within 15  Norwegian
        banking days from receipt of such  notification  during which period the
        First Mortgagee will not complete  enforcement of any of its said rights
        and  powers,  unless,  in the case of  emergency,  the Second  Mortgagee
        agrees to any such  enforcement,  such  consent  not to be  unreasonably
        withheld) of paying to the First Mortgagee  within the said period of 15
        Norwegian  banking days all monies then secured by the First  Securities
        against an assignment and transfer of the First  Securities  that may be
        transferable to and at the expense of the Second Mortgagee such transfer
        to the Second  Mortgagee  to be by way of transfer  certificates  issued
        pursuant  to clause 15 of the First  Agreement  in respect of all of the
        rights and  obligations of the First Banks under the First  Agreement in
        their capacity as First Banks and any related  documents  (including the
        First Agreement,  the First Securities and this Agreement) evidencing or
        regulating  or securing any moneys so due by way of  documentation  in a
        form and substance  reasonably  satisfactory to the Second Mortgagee but
        on a non-recourse  basis and without any express or implied  warranty or
        representation  by the First Banks as to the validity or  enforceability
        of the First Agreement and/or the First  Securities  and/or such related
        documents or as to the  recoverability  of any moneys  thereunder).  The
        First  Mortgagee  shall not be liable to the  Second  Mortgagee  for any
        failure or delay in giving  notice of its intention to enforce and shall
        not be liable to the Second Mortgagee in respect of any loss,  damage or
        liability  incurred  by  the  Second  Mortgagee  arising  out  of  or in
        connection  with the First  Mortgagee's  failure or delay in giving such
        notice.

        Without  prejudice to this Clause 2, nothing  herein shall  preclude the
        right of the First  Mortgagee to demand  payment of any money secured by
        the First  Securities  or preclude the First  Mortgagee  from taking any
        action whatsoever in accordance with the First Securities.

        The First  Mortgagee is not  responsible  for the due performance by the
        other First Banks of the obligations  undertaken on their behalf in this
        Agreement and no First Bank shall be liable to the Second  Mortgagee for
        any  failure  on the part of  another  First  Bank to  perform  the said
        obligations.

3        The Second Mortgagee's undertakings

        In consideration of the agreement herein contained, the Second Mortgagee
        (on behalf of the Second Banks) hereby agrees and undertakes that:

        a)      the  security  constituted  or to be  constituted  by the Second
                Securities  shall in all respects be subordinated to and rank in
                priority  subsequent  to  the  security  constituted  or  to  be
                constituted by the First Securities;

        b)      the  Second  Securities  shall not be applied  as  security  for
                loans,  facilities or contracts other than the Second  Facility,
                and shall never exceed USD  60,000,000,  plus  interest and cost
                and expenses as provided for in the Second Agreement;

                                    Page 132
<Page>

        c)      at the same time as giving  any  formal  notice to the  Borrower
                that an Event of Default  (as  defined in the Second  Agreement)
                has occurred, notify the First Mortgagee thereof;

        d)      in the  event  that the  First  Mortgagee  declares  an event of
                default under the First  Agreement and following  receipt by the
                Second Mortgagee of notice from the First Mortgagee  pursuant to
                Clause 2, any monies received thereafter by the Second Mortgagee
                under the  Second  Securities,  shall  forthwith  be paid to the
                First  Mortgagee  until all sums due under the First  Facilities
                and/or the First Securities have been fully paid;

        e)      it will not make or  allow  to be made any  material  variation,
                amendment or supplement to any of the Second Securities or agree
                to or make any accelerations in the repayment schedule under the
                Second  Agreement  unless  the funds  used for such  accelerated
                repayment  derive from funds generated  outside the Borrower and
                Subsidiaries  (including Oxbow and Golar Maritime),  without the
                previous written consent of the First Mortgagee;

        f)      it shall not assign, transfer or otherwise dispose of its rights
                or obligations  under any of the Second  Securities to any other
                party  whatsoever  unless such party has first  entered  into an
                agreement  with  the  First  Mortgagee  in  form  and  substance
                satisfactory to the First Mortgagee;

        g)      it will not take any  action  to  enforce  any  claim or seek to
                exercise any of its rights under the Second  Securities  or give
                any notice of  redirection  to the Charterers (as defined in the
                Second  Deeds of  Assignment)  or  Insurers  (as  defined in the
                Second  Agreement)  under the notices of assignment  pursuant to
                the Second Deeds of Assignment, unless either (1) all monies due
                or to become  due to the  First  Mortgagee  and the First  Banks
                (including  all accrued  interest  and other  monies)  under the
                terms of the First Agreement and/or the First  Securities,  have
                been  paid in  full  to the  First  Mortgagee  or (2) the  First
                Mortgagee  shall have given its prior  written  consent  thereto
                (which consent the First Mortgagee  (acting on the  instructions
                of the First Banks) shall have full liberty to withhold);

        h)      without  prejudice to its obligations  under Clause 2, the First
                Mortgagee may enforce and make any claims or exercise any rights
                granted to it under the First  Securities or exercise any rights
                which  it has or may  have  at  law  or  otherwise  against  the
                Borrower, the Owning Companies or any of the Vessels or any part
                thereof without prior consultations with the Second Mortgagee;


                                    Page 133
<Page>

        i)      in the event that the First  Mortgagee shall exercise the rights
                and powers granted to it pursuant to the First Agreement  and/or
                the First  Securities  and  hereunder  decide to sell any of the
                Vessels,  whether by forced  auction,  or private  treaty in its
                capacity as  mortgagee  thereof or as  attorney  in-fact for the
                Borrower,  then the First  Mortgagee  shall  notify  the  Second
                Mortgagee  under  the  terms of Clause 2  whereupon  the  option
                referred  to in  Clause 2 shall  apply.  If said  option  is not
                exercised by the Second  Mortgagee,  the Second  Mortgagee shall
                take all such  actions as may be deemed  necessary to consent to
                and  ratify  and  confirm  such  sale  and,  whether  or not the
                proceeds  of  such  sale  shall  or  will  be  sufficient  after
                application  thereof by the First  Mortgagee in discharge of the
                First  Indebtedness  to  discharge  all sums owing to the Second
                Mortgagee,  the Second Mortgagee shall co-operate fully with the
                First  Mortgagee for the purpose of effecting  such sale and, in
                particular,  but without limitation,  the Second Mortgagee shall
                forthwith upon each request of the First Mortgagee  execute such
                discharges and/or  reassignments as may be necessary to complete
                the sale of any of the  Vessels  free of any  mortgage,  charge,
                assignment or other  encumbrances  created by or pursuant to the
                Second  Securities,  provided that the First Mortgagee shall use
                its best  endeavours to ensure that such discharges are effected
                in such manner as shall preserve the Second Mortgagee's right to
                recover any remaining proceeds of such sale following payment to
                the First Mortgagee of the sums secured by the First Securities;
                and

        j)      it has not entered into and will not during the  subsistence  of
                the security  constituted  under the First Securities  knowingly
                enter into any  arrangement in respect of the Second  Securities
                or any transactions related thereto or contemplated thereby with
                the  Borrower  and/or the Owning  Companies  and/or Oxbow and/or
                Golar Maritime  whereby the First  Mortgagee and its security is
                or will be prejudiced and,  without  prejudice to the generality
                of the foregoing, the Second Mortgagee will not serve, or permit
                there to be served, any notice of assignment contained in any of
                the Second Securities unless the form of such notice states that
                such   assignment  is  subject  and  subordinate  to  the  prior
                assignments contained in the First Securities.

        PROVIDED  HOWEVER that nothing  herein shall  preclude the rights of the
        Second  Mortgagee to demand and/or receive payment of any monies secured
        by the Second  Securities or  performance of other  obligations  set out
        therein or in the Second  Agreement or take necessary action with a view
        to  substantiating,  preserving  or  protecting  the Second  Mortgagee's
        interest,  always as long as such  action  does not  interfere  with the
        explicit rights of the First Mortgagee.


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<Page>

4       Borrower's undertakings

        The Borrower  hereby  acknowledges  that the First Mortgagee has entered
        into this  Agreement  at the  request  of the  Borrower  and the  Second
        Mortgagee  and  accordingly  the  Borrower  consents to all of the terms
        hereof and their implementation and undertakes to the First Mortgagee to
        do all such  things and  execute all such  documents  whatsoever  as the
        First  Mortgagee  may  reasonably  require from time to time in order to
        implement such terms.

5       Variations to the First Agreement and/or First Securities

        The First  Banks may at any time and from  time to time  agree  with the
        Borrower or any other party variations, amendments or supplements to the
        First  Agreement  and/or  any  of the  First  Securities  without  prior
        consultation  with the Second  Mortgagee,  save for any  increase in the
        amount of the First Facility which shall be subject to the prior written
        approval  of the  Second  Mortgagee.  Any  and  all  documents  executed
        pursuant to, or to implement, such variations, amendments or supplements
        shall  from and  after  execution  be  deemed  for the  purpose  of this
        Agreement to be an integral part of the First  Securities and shall rank
        in priority to the relevant Second  Securities and the Second  Mortgagee
        shall  enter into such  documents  with the First  Mortgagee  and/or the
        First  Banks as the First  Mortgagee  may  require to maintain or confer
        such priority.

6       Application of monies

        a)      On  completion  of sale,  either by forced  auction  or  private
                treaty, the sale proceeds of any of the Vessels shall be applied
                as follows and in the order mentioned:

                (i)     First:  in respect of all costs and expenses  whatsoever
                        incurred in or about and incidental to the said sale.

                (ii)    Second:  in or towards  satisfaction of all prior claims
                        (being any claims,  liabilities or debts owed and taking
                        priority in respect of such  proceeds  over the security
                        constituted  by the  First  Securities  and  the  Second
                        Securities) secured on the relevant Vessel.

                (iii)   Third:  in or towards payment of all sums secured by the
                        First Securities.

                (iv)    Fourth: in or towards payment of all sums secured by the
                        Second Securities.

                (v)     Fifth:  the  balance,  if  any,  shall  be  paid  to the
                        Borrower and/or to whomsoever shall be entitled thereto.

        b)      Any  amount  received  by the First  Mortgagee  under any of the
                First   Securities   shall  be  applied   against   any  amounts
                outstanding   under  any   obligations   secured  by  the  First
                Securities  in  accordance  with  the  provisions  of the  First
                Securities.

                Subject  to the  Borrower  being in  default  under  the  Second
                Agreement,  the  balance,  if any,  shall be paid to the  Second
                Mortgagee and be applied  against the amount  outstanding  under
                the Second Facility at the time of default.

                The balance,  if any,  shall be paid to the Borrower,  and/or to
                whomsoever shall be entitled hereto.

7       Notices

        All  notices or other  communications  under the  Agreement  shall be in
        writing and shall be deemed to be duly given or made and  received  when
        delivered  (in  the  case of  personal  delivery  or  letter)  and  when
        despatched (in the case of facsimile or other electronic  communication)
        to such party addressed to it at the address appearing below (or at such
        address as such party may hereafter notify to the other) -

        a)      To the Borrower:  c/o Golar Management  Limited,  30 Marsh Wall,
                London E14 9TP, United Kingdom, telefax number + 44 20 7517 8601


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<Page>

        b)      To the First Mortgagee:  Den norske Bank ASA,  Stranden 21, 0021
                Oslo, Norway, telefax number + 47 22 48 28 94

        c)      To the Second  Mortgagee:  Nordea Bank Norge ASA,  P.O. Box 1166
                Sentrum, 0107 Oslo, Norway, telefax number + 47 22 49 66 68

        A written  notice  includes  a notice by  facsimile,  or other  means of
        communication in permanent written form. A notice or other communication
        received on a non-working  day or after  business  hours in the place of
        receipt shall be deemed to be served and received on the next  following
        working day in such place.

8       Costs and expenses

        The Borrower  hereby agrees to pay to each of the First Mortgagee or the
        Second  Mortgagee  (a  "Mortgagee")  on demand  all  costs and  expenses
        (including legal and out-of- pocket expenses) from time to time incurred
        by  either  Mortgagee  (or the  First  Banks  or the  Second  Banks)  in
        connection  with  negotiation,   preparation,   execution,   completion,
        enforcement,  attempted  enforcement and performance of, or preservation
        of any rights  under  this  Agreement,  together  with  interest  at the
        default rate referred to in clause 3.4 of the First  Agreement or clause
        7.4 of the Second  Agreement (as the case may be) from the date on which
        such  expenses  were  incurred  to the date of payment (as well after as
        before judgment).

9       Effect of this Agreement

9.1     Preservation of security

        Nothing  contained in this  Agreement  shall as between the Borrower and
        the First Mortgagee and the Borrower and the Second  Mortgagee affect or
        prejudice any rights, power or remedies of the First Banks or the Second
        Banks  respectively  under their First and Second Securities which shall
        remain in full force and effect  according  to their tenor as  effective
        securities for all money  obligations and liabilities  therein mentioned
        without  limit  subject  to the  ranking  of the  securities  as  herein
        provided.

9.2     No enquiry

        No purchaser  dealing with a Mortgagee or any receiver  appointed by any
        Mortgagee  shall be  concerned  in any way with the  provisions  of this
        Agreement but may assume that such Mortgagee or any such receiver as the
        case  may be is  acting  in  accordance  with  the  provisions  of  this
        Agreement.

9.3     Waivers, etc.

        Each Mortgagee shall be entitled without  reference to another Mortgagee
        to grant time or indulgence  and to release  compound or otherwise  deal
        with or receive  moneys from any person  liable or to deal with exchange
        release modify or abstain from perfecting or enforcing any of the rights
        which it may now or  hereafter  have  against the  Borrower or otherwise
        without prejudicing its rights under this Agreement.

9.4     Duration

        This  Agreement  shall remain in full force and effect until either full
        and irrevocable payment and discharge of both the First Indebtedness and
        the Second  Indebtedness or final discharge and release and reassignment
        of the security constituted by the Second Securities.

10      Counterparts

        This  Agreement  may be  entered  into  in  the  form  of  two  or  more
        counterparts,  each executed by one or more of the parties and, provided
        all the parties  shall so execute this  Agreement,  each of the executed
        counterparts when duly exchanged or delivered,  shall be deemed to be an
        original but, taken together, they shall constitute one instrument.


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<Page>

11      Severability of provisions

        Each of the provisions in this Agreement are severable and distinct from
        the  others,  and if at any  time one or more of such  provisions  is or
        becomes invalid,  illegal or unenforceable,  the validity,  legality and
        enforceability  of the remaining  provisions of this Agreement shall not
        in any way be affected or impaired thereby.

12      Jurisdiction

        For the  benefit of the  Second  Mortgagee  and each  Second  Bank,  the
        Borrower  and the First  Mortgagee  agree that only the courts of Norway
        shall have  jurisdiction  to settle any disputes in connection with this
        Agreement and accordingly  submits to the non-exclusive  jurisdiction of
        Oslo  tingrett.  Nothing in this  Clause 12 shall limit the right of the
        Second  Mortgagee  or any Second Bank to start  proceedings  against the
        Borrower  or  the  First  Mortgagee  in any  other  court  of  competent
        jurisdiction.

13      Governing law

        This Agreement shall be governed by Norwegian law.

14      Service of process

        Without prejudice to any other mode of service, the Borrower:

        a)      irrevocably  appoints Frontline  Management AS as its agents for
                service  of  process  relating  to any  proceedings  before  the
                Norwegian courts in connection with this Agreement;

        b)      agrees that  failure by its process  agent to notify them of the
                process will not invalidate the proceedings concerned; and

        c)      consents  to the  service  of  process  to any such  proceedings
                before the Norwegian  courts by posting of a copy of the process
                to Frontline  Management  AS,  Bryggegt.  3, P.O. Box 1327 Vika.
                0112 Oslo, Norway.

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

The Borrower:

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The First Mortgagee:
--------------------

DEN NORSKE BANK ASA

By:
Name:
Title:


The Second Mortgagee:
---------------------

NORDEA BANK NORGE ASA

By:
Name:
Title:


                                    Page 137
<Page>

                                   SIGNATORIES

The Borrower:
-------------

GOLAR GAS HOLDING COMPANY, INC.

By:
Name:
Title:

The Agent:
----------

NORDEA BANK NORGE ASA

By:
Name:
Title:

The Banks:
----------

NORDEA BANK NORGE ASA

By:
Name:
Title:


DEN NORSKE BANK ASA

By:
Name:
Title:


FORTIS BANK (NEDERLAND) N.V.

By:
Name:
Title:


The Arrangers:
--------------

NORDEA BANK NORGE ASA

By:
Name:
Title:

DEN NORSKE BANK ASA

By:
Name:
Title:

FORTIS BANK (NEDERLAND) N.V.
C
By:
Name:
Title:



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