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                                                                    EXHIBIT 10.1

THIS AGREEMENT is dated 22nd February, 2001 between:

(1)   NAVIERA TEEKAY GAS S.L., (formerly known as Naviera F. Tapias Gas S.A.) a
      company organised and existing under the laws of Spain, whose registered
      office is at C/Musgo n 5, 2 degrees Plta., LA FLORIDA, 28023 Madrid (the
      "BORROWER");

(2)   THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "BANKS");

(3)   J.P. MORGAN EUROPE LIMITED (formerly Chase Manhattan International
      Limited) as agent (the "AGENT");

(4)   J.P. MORGAN BANK S.A. (formerly The Chase Manhattan Bank CMB S.A.) in its
      capacity as Spanish Security Agent (the "SPANISH SECURITY AGENT"); and

(5)   J. P. MORGAN plc and J.P. MORGAN BANK S.A. (formerly The Chase Manhattan
      Bank CMB S.A.) jointly as mandated arranger and lead arranger (together,
      the "ARRANGER").

IT IS AGREED as follows:

1.    INTERPRETATION

  1.1   DEFINITIONS

      In this Agreement:

      "AFFILIATE"

      means a Subsidiary or a Holding Company of a person or any other
      Subsidiary of that Holding Company.

      "AGENT'S SPOT RATE OF EXCHANGE"

      means, in relation to any currency (other than Dollars) in which any
      payment is made under this Agreement or any other Finance Document (the
      "RELEVANT CURRENCY"), the Agent's spot rate of exchange for the purchase
      of Dollars in the London foreign exchange market with the relevant
      currency on or about 11.00 a.m. on the day the payment is received or on
      the next Business Day.

      "APPROVED VALUERS"

      means each of Poten & Partners, H Clarkson & Company Limited, Braemar Ship
      Brokers Limited, Seascope Shipping, R.S. Platou Shipbrokers a.s. and such
      other independent reputable valuers agreed between the Agent (acting in
      accordance with the instructions of the Majority Banks) and the Borrower
      from time to time.

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                                       2

      "AVAILABILITY PERIOD"

      means the period from and including the date of this Agreement to and
      including the earlier of (i) the Final Maturity Date and (ii) the earlier
      of the date of the occurrence of an Event of Default which is continuing
      and the date upon which the Borrower becomes obliged to prepay the whole
      of any Loans then outstanding pursuant to Clause 7.3.

      "BUILDER"

      means Daewoo Shipbuilding and Marine Engineering Co. Ltd (formerly Daewoo
      Heavy Industries Ltd.), a company organised and existing under the laws of
      Korea with its registered office at 541, Namdaemun-no 5-ga, Chung-gu,
      Seoul, Korea.

      "BUSINESS DAY"

      means a day (other than a Saturday or a Sunday) on which banks are open
      for business in London, Madrid and New York.

      "BREAK COSTS"

      means the amount (if any) which a Bank is entitled to receive under Clause
      24.3 (Break Costs) as compensation if any part of a Loan or overdue amount
      is repaid or prepaid.

      "CAPITAL COSTS SIDE LETTER"

      means the side letter to the Time Charter entered into on or about the
      date of this Agreement between the Time Charterer and the Borrower
      pursuant to which the parties agree to the charterhire under the Time
      Charter being calculated subsequent to closing of the swap agreement with
      JPMorgan Chase Bank N.A. (as novated from J.P. Morgan Bank S.A.).

      "CHARTER"

      means any charter or other contract for the employment of the Vessel which
      may be entered into by the Borrower with a Charterer in accordance with
      the terms and conditions of this Agreement, including, but not limited to,
      the Time Charter.

      "CHARTERER"

      means the Time Charterer or any charterer of the Vessel from time to time.

      "COMMITMENT"

      means:

      (a)   in relation to an Existing Bank (as defined in Clause 27.2
            (Transfers by Banks)) which is a Bank on the date of this Agreement,
            the amount in Dollars set opposite its name in Schedule 1 and the
            amount of any other Bank's Commitment acquired by it under Clause 27
            (Changes to the Parties); and

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                                       3

      (b)   in relation to a New Bank (as defined in Clause 27.2 (Transfers by
            Banks)) which becomes a Bank after the date of this Agreement, the
            amount of any other Bank's Commitment acquired by it under Clause 27
            (Changes to the Parties),

      to the extent not cancelled, reduced or transferred under this Agreement.

      "DATE OF TOTAL LOSS"

      means the date of Total Loss of the Vessel which date shall be deemed to
      have occurred:

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

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

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

      (d)   in the case of requisition for title or other compulsory
            acquisition, on the date upon which the relevant requisition for
            title or other compulsory acquisition occurs; and

      (e)   in the case of capture, seizure, arrest, detention, requisition for
            hire or confiscation by any government or by persons acting or
            purporting to act on behalf of any government which deprives the
            Borrower or, as the case may be, any Charterer of the use of the
            Vessel for more than 60 days, upon the expiry of the period of 60
            days after the date upon which the relevant capture, seizure,
            arrest, detention or confiscation occurred.

      "DEFAULT"

      means an Event of Default or a Potential Event of Default.

      "DELIVERY DATE"

      means the date of actual delivery of the Vessel to the Borrower under the
      terms of the Newbuilding Contract.

      "DELIVERY DATE INSTALMENT"

      means the amount due and payable by the Borrower to the Builder under the
      Newbuilding Contract on the Delivery Date.

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                                       4

      "DISBURSEMENT ACCOUNT"

      means an account in the name of the Borrower opened and maintained with
      JPMorgan Chase Bank, N.A. with the account number 24136702, into which
      proceeds of Loans may be paid by the Agent from time to time in accordance
      with the provisions of this Agreement.

      "DISTRIBUTION LOAN"

      means a Loan used or intended to be used by the Borrower to fund cash
      distributions to its Holding Company, Teekay LNG Partners LP, a Marshall
      Islands company, and its successors and assigns.

      "DOLLARS" or "US$"

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

      "DRAWDOWN DATE"

      means the date of the advance of a Loan.

      "EARNINGS"

      means all present and future moneys and claims which are earned by or
      become payable to or for the account of the Borrower in connection with
      the operation or ownership of the Vessel and including but not limited to:

      (a)   freights, passage and hire moneys (whether earned under any Charter
            or otherwise);

      (b)   remuneration for salvage and towage services;

      (c)   demurrage and detention moneys;

      (d)   all present and future moneys and claims payable to the Borrower in
            respect of any breach or variation of a Charter in respect of the
            Vessel (other than moneys, if any, which represent agreed
            reimbursement by a Charterer of costs and expenses incurred by the
            Borrower in connection with such Charter); and

      (e)   all moneys and claims in respect of the requisition for hire of the
            Vessel.

      "EARNINGS ACCOUNT"

      means an account or accounts in the name of the Borrower opened and
      maintained with JPMorgan Chase Bank, N.A. with the account number
      24136703.

      "ENVIRONMENT"

      means:

      (a)   any land including, without limitation, surface land and sub-surface
            strata, sea bed or river bed under any water (as referred to below)
            and any natural or man-made structures;

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                                       5

      (b)   water including, without limitation, coastal and inland waters,
            surface waters, ground waters and water in drains and sewers; and

      (c)   air including, without limitation, air within buildings and other
            natural or man-made structures above or below ground.

      "ENVIRONMENTAL AFFILIATE"

      means any Affiliate of either of the Borrower or any other Manager
      together with their employees and sub-contractors.

      "ENVIRONMENTAL APPROVALS"

      means any permit, licence, approval, ruling, variance, exemption or other
      authorisation required under applicable Environmental Laws.

      "ENVIRONMENTAL CLAIM"

      means any claim by any person or persons or any governmental, judicial or
      regulatory authority which arises out of any allegation of any breach,
      contravention or violation of Environmental Law or of the existence of any
      liability or potential liability arising from such breach, contravention
      or violation or the presence of Hazardous Material. In this context
      "claim" means a claim for damages, compensation, fines, penalties or any
      other payment of any kind whether or not similar to the foregoing; an
      order or direction to take, or not to take, certain action or to desist
      from or suspend certain action; and any form of enforcement or regulatory
      action.

      "ENVIRONMENTAL LAWS"

      means any or all applicable law (whether civil, criminal or
      administrative), common law, statute, statutory instrument, treaty,
      convention, regulation, directive, by-law, demand, decree, ordinance,
      injunction, resolution, order, judgment, rule, permit, licence or
      restriction (in each case having the force of law) and codes of practice
      or conduct, circulars and guidance notes having legal or judicial import
      or effect, in each case of any government, quasi-government,
      supranational, federal, state or local government, statutory or regulatory
      body, court, agency or association in any applicable jurisdiction relating
      to or concerning:

      (a)   pollution or contamination of the Environment, any ecological system
            or any living organisms which inhabit the Environment or any
            ecological system;

      (b)   the generation, manufacture, processing, distribution, use
            (including abuse), treatment, storage, disposal, transport or
            handling of Hazardous Materials; and

      (c)   the emission, leak, release, spill or discharge into the Environment
            of noise, vibration, dust, fumes, gas, odours, smoke, steam
            effluvia, heat, light, radiation (of any kind), infection,
            electricity or any Hazardous Material and any matter or thing
            capable of constituting a nuisance or an actionable tort or breach
            of statutory duty of any kind in respect of such matters,

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                                       6

      including, without limitation, the following laws of the United States of
      America: the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended, the Hazardous Materials Transportation
      Act, as amended, the Oil Pollution Act of 1990, as amended, the Resource
      Conservation and Recovery Act, as amended, and the Toxic Substances
      Control Act, as amended, together, in each case, with the regulations
      promulgated and the guidance issued pursuant thereto.

      "ENVIRONMENTAL PERMITS"

      means all or any permits, licences, consents, approvals, certificates,
      registrations, and other authorisations and the filing of all
      notifications, reports and assessments required under any Environmental
      Law for the operation of the Vessel or the carriage of cargo therein or
      otherwise applicable to the Vessel.

      "EVENT OF DEFAULT"

      means an event specified as such in Clause 19.1 (Events of Default).

      "EXCESS RISKS"

      means:

      (a)   the proportion of claims for general average, salvage and salvage
            charges which are not recoverable as a result of the value at which
            the Vessel is assessed for the purpose of such claims exceeding her
            hull and machinery insured value; and

      (b)   collision liabilities not recoverable in full under the hull and
            machinery insurance by reason of those liabilities exceeding such
            proportion of the insured value of the Vessel as is covered by the
            hull and machinery insurance.

      "EXPECTED DELIVERY DATE"

      means 30th November, 2002.

      "FACILITY"

      means the revolving credit facility referred to in Clause 2.1 (Facility).

      "FACILITY OFFICE"

      means the office(s) notified by a Bank to the Agent:

      (a)   on or before the date it becomes a Bank; or

      (b)   by not less than five Business Days' notice,

      as the office(s) through which it will perform all or any of its
      obligations under this Agreement.

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                                       7

      "FEE LETTERS"

      means the letters between the Arranger and the Borrower and between the
      Agent and the Borrower dated on or about the date of this Agreement and
      relating to the payment of fees by the Borrower in consideration of the
      granting of this Facility, including but not limited to the supplemental
      fee letter entered into between the Agent and the Borrower dated [ ],
      2005.

      "FINAL MATURITY DATE"

      means the earlier of:

      (a)   the seventh anniversary of the Delivery Date; and

      (b)   18th July, 2010.

      "FINANCE DOCUMENT"

      means this Agreement, the Supplemental Agreement, each Security Document,
      each Fee Letter, a Novation Certificate or any other document designated
      as such by the Agent and the Borrower.

      "FINANCE PARTY"

      means the Arranger, any Bank, the Agent or the Spanish Security Agent.

      "FINANCIAL INDEBTEDNESS"

      means any indebtedness in respect of:

      (a)   moneys borrowed and debit balances at banks and other financial
            institutions;

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

      (c)   any acceptance or documentary credit;

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

      (e)   the acquisition cost of any asset to the extent payable before or
            after the time of acquisition or possession by the party liable
            where the advance or deferred payment is arranged primarily as a
            method of raising finance or financing the acquisition of that asset
            (other than normal trade credit not exceeding 180 days);

      (f)   any leases (whether in respect of land, machinery, equipment or
            otherwise) entered into primarily as a method of raising finance or
            financing the acquisition of the asset leased;

      (g)   any currency swap or interest swap, cap or collar arrangements or
            any other derivative instrument;

      (h)   any amounts raised under any other transaction having the commercial
            effect of a borrowing or raising of money; or

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                                       8

      (i)   any guarantee, indemnity or similar assurance in respect of any of
            the foregoing.

      "GAAP"

      means generally accepted accounting principles in Spain as in effect as of
      the date of this Agreement pursuant to the pronouncements, statements,
      rules and regulations of the Spanish Institute of Accountancy and Audit of
      Accounts "Instituto de Contabilidad y Auditoria de Cuentas".

      "GENERAL ASSIGNMENT"

      means the general assignment of, inter alia, the Earnings, the Obligatory
      Insurances, the Earnings Account, the Disbursement Account, the Time
      Charter, the Time Charter Guarantee and each other Charter granted or to
      be granted in favour of the Agent by the Borrower, together with any and
      all notices and acknowledgements entered into in connection therewith.

      "GENERAL REVOLVING LOAN"

      means a Loan other than a Distribution Loan.

      "GROUP"

      means the Guarantor and the Borrower and their respective Affiliates and
      associated companies.

      "GUARANTEE"

      means the guarantee of the obligations of the Borrower to the Finance
      Parties given by the Guarantor in favour of the Agent on or about the date
      of this Agreement as amended, supplemented and/or confirmed by an
      amendment and confirmation agreement dated on or around the date of the
      Supplemental Agreement. "GUARANTOR"

      means Teekay Shipping Spain S.L. (formerly Naviera F. Tapias S.A.), a
      company organised and existing under the laws of Spain and having its
      registered office at C/Musgo no 5, 2(degree) Plta., LA FLORIDA, 28023
      Madrid.

      "HAZARDOUS MATERIAL"

      means any element or substance, whether natural or artificial, and whether
      consisting of gas, liquid, solid or vapour, whether on its own or in any
      combination with any other element or substance, which is listed,
      identified, defined or determined by any Environmental Law or other
      applicable law to be, to have been, or to be capable of being or becoming
      harmful to mankind or any living organism or damaging to the Environment,
      including, without limitation, oil (as defined in the United States
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended).

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                                       9

      "HOLDING COMPANY"

      means, in relation to a person, an entity of which that person is a
      Subsidiary.

      "INFORMATION MEMORANDUM"

      means the Information Memorandum dated 8th November, 2000 and prepared by
      the Arranger on the basis of information provided to it by the Borrower in
      connection with this Agreement.

      "INSTALMENT"

      means an amount due and payable by the Borrower to the Builder in respect
      of the purchase price under the Newbuilding Contract.

      "INSURERS"

      means the underwriters or insurance companies with whom any Obligatory
      Insurance is effected and the managers of any protection and indemnity or
      war risks association in which the Vessel may at any time be entered.

      "ISM CODE"

      means the International Safety Management Code (including the guidelines
      on its implementation), adopted by the International Maritime Organization
      Assembly as Resolutions A.741(18) and A.788(19), as the same may have been
      or 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.

      "LIBOR"

      means:

      (a)   in respect of a Rate Fixing Day, the rate per annum determined on
            the basis of the offered rates for deposits in Dollars for a period
            comparable in duration to the relevant Term which appear on the
            Telerate Page 3750 at or about 11.00 a.m. on the day that is two
            London Business Days preceding that Rate Fixing Day;

      (b)   if the rate cannot be determined under paragraph (a) above, the
            arithmetic mean (rounded upward to the nearest 1/16th of one per
            cent.) of the rates per annum, as supplied to the Agent at its
            request, quoted by the Reference Banks to leading banks in the
            London interbank market at or about 11.00 a.m. two London Business
            Days before the relevant Rate Fixing Day for the offering of
            deposits in Dollars for a period comparable to the Term; or

      (c)   if the rate cannot be determined under paragraph (a) or paragraph
            (b) above, the rate supplied to the Agent at its request by the
            British Bankers' Association for the offering of deposits in Dollars
            for a period commencing on the Rate Fixing Day and comparable to the
            Term.

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                                       10

      "LOAN"

      means each amount of the Facility which is advanced by the Banks to the
      Borrower in accordance with this Agreement or the principal amount thereof
      from time to time outstanding under this Agreement, each of which shall be
      designated by the Borrower as being either a Distribution Loan or a
      General Revolving Loan and "Loans" means all such advances.

      "LONDON BUSINESS DAY"

      means a day (other than a Saturday or Sunday) on which banks are open for
      business in London.

      "LOSSES"

      means each and every liability, loss, charge, claim, demand, action,
      proceeding, damage, judgment, order or other sanction, enforcement,
      penalty, fine, fee, commission, interest, lien, salvage, general average,
      cost and expense of whatsoever nature suffered or incurred by or imposed
      on any Finance Party.

      "MAJORITY BANKS"

      means, at any time, Banks:

      (a)   whose participations in the outstanding Loans and whose undrawn
            Commitments then aggregate more than 662/3 per cent. of the
            outstanding Loans and the undrawn Commitments of all the Banks;

      (b)   if there is no Loan then outstanding, whose undrawn Commitments then
            aggregate more than 662/3 per cent. of the Total Commitments; or

      (c)   if there is no Loan then outstanding and the Total Commitments have
            been reduced to nil, whose commitments aggregated more than 662/3
            per cent. of the Total Commitments immediately before the reduction.

      "MANAGER"

      means the Borrower, a member of the Group, the Technical Manager or such
      other manager as the Agent may approve or appoint in accordance with the
      terms of this Agreement on terms acceptable to the Banks.

      "MANDATORY COST"

      means the cost imputed to the Banks of compliance with:

      (a)   the cash ratio and special deposit requirements of the Bank of
            England or any other relevant central bank and/or any banking
            supervision or other costs imposed by the Financial Services
            Authority, as determined in accordance with Schedule 6; and

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                                       11

      (b)   any other applicable regulatory or central bank requirement relating
            to any Loan made available by a Bank through a branch in a
            jurisdiction of the currency of that Loan including any reserve
            asset requirements of the European Central Bank.

      "MARGIN"

      means 1.20 per cent. per annum.

      "MATERIAL ADVERSE EFFECT"

      means a material adverse effect on the Borrower's or the Guarantor's
      ability to meet their respective obligations to each Finance Party under
      the Finance Documents.

      "MATERIALS OF ENVIRONMENTAL CONCERN"

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

      "MATURITY DATE"

      means the last day of the Term of a Loan.

      "MORTGAGE"

      means a first priority Spanish law ship mortgage in respect of the Vessel
      to be given in favour of each of the Banks (jointly and severally) by the
      Borrower substantially in the form of Appendix A.

      "NEWBUILDING ASSIGNMENT"

      means the assignment of, inter alia the Newbuilding Contract, the Refund
      Guarantee and the Performance Guarantee granted or to be granted in favour
      of the Agent by the Borrower, together with any and all notices and
      acknowledgements entered into in connection therewith.

      "NEWBUILDING CONTRACT"

      means the agreement dated 31st March, 2000 between the Time Charterer and
      the Builder for the design, construction, testing and delivery of the
      Vessel as novated in favour of the Borrower and amended pursuant to a deed
      of novation dated on or about the date of this Agreement between, inter
      alia, the Builder, the Time Charterer and the Borrower, together with the
      Repayment Agreement.

      "NOVATION CERTIFICATE"

      has the meaning given to it in Clause 27.3 (Procedure for novations).

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                                       12

      "OBLIGATORY INSURANCES"

      means:

      (a)   all contracts and policies of insurance and all entries in clubs
            and/or associations which are from time to time required to be
            effected and maintained in accordance with this Agreement in respect
            of the Vessel; and

      (b)   all benefits under the contracts, policies and entries under
            paragraph (a) above and all claims in respect of them and the return
            of premiums.

      "PARTY"

      means a party to this Agreement.

      "PERFORMANCE GUARANTEE"

      means the performance guarantee issued by New Hampshire Insurance Company
      in favour of the Time Charterer on 31st May, 2000 (the "ORIGINAL REFUND
      GUARANTEE") together with the Rider thereto issued or to be issued by New
      Hampshire Insurance Company amending the Original Refund Guarantee so that
      it is given in favour of the Borrower in connection with the Newbuilding
      Contract.

      "PERMISSIBLE DELAYS INSURANCES"

      means insurance in respect of a Permissible Delay (as that term is defined
      in the Newbuilding Contract).

      "PERMITTED LIENS"

      means:

      (a)   Security Interests created by the Security Documents;

      (b)   liens for unpaid crew's wages outstanding in the ordinary course of
            trading for not more than one calendar month after the due date for
            payment;

      (c)   liens for salvage;

      (d)   liens for classification or scheduled dry docking or for necessary
            repairs to the Vessel whose aggregate cost does not exceed
            US$2,500,000 at any one time; and

      (e)   liens for collision,

      and

      (i)   liens for master's disbursements incurred in the ordinary course of
            trading; and

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                                       13

      (ii)  to the extent they are fully subordinate to the Security Interest
            created by the Mortgage on the Vessel any other liens arising in the
            ordinary course of operation of the Vessel,

      in each case provided that such amounts are paid when due or, if not paid
      when due are being disputed in good faith by appropriate proceedings (and
      for the payment of which adequate reserves or security are at the relevant
      time maintained or provided), provided further that such proceedings,
      whether by payment of adequate security into Court or otherwise, do not
      give rise to a material risk of the Vessel or any interest therein being
      seized, sold, forfeited or otherwise lost or of criminal liability on the
      Agent, the Spanish Security Agent or on any of the Banks.

      "PLEDGE OF QUOTA SHARES"

      means the pledge of the quota shares of the Borrower, given or to be given
      by the Shareholder in favour of the Spanish Security Agent for each of the
      Banks.

      "POTENTIAL EVENT OF DEFAULT"

      means an 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 an Event
      of Default.

      "PRE-DELIVERY INSURANCE"

      means all insurance required to be effected and maintained by the Builder
      pursuant to the Newbuilding Contract.

      "PURCHASE OPTION SIDE LETTER"

      means the side letter to the Time Charter dated on or about the date of
      this Agreement between the Charterer and the Borrower setting out the
      terms of the purchase option comprised in Clause 45 of the Time Charter.

      "RATE FIXING DAY"

      means the first day of a Term for a Loan.

      "REFERENCE BANKS"

      means, subject to Clause 27.4 (Reference Banks), the London branches of
      J.P. Morgan Bank S.A., Commerzbank Aktiengesellschaft and Calyon
      (formerly, amongst other things, Credit Agricole Indosuez).

      "REFUND GUARANTEE"

      means the refund guarantee issued by New Hampshire Insurance Company in
      favour of the Time Charterer on 31st May, 2000 (the "ORIGINAL REFUND
      GUARANTEE") together with the Rider thereto issued or to be issued by New
      Hampshire Insurance Company amending the Original Refund Guarantee so that
      it is given in favour of the Borrower in connection with the Newbuilding
      Contract.

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                                       14

      "RELATED CONTRACTS"

      means any or all of the following (as the context requires):

      (a)   the Newbuilding Contract;

      (b)   the Time Charter;

      (c)   any other Charter;

      (d)   the Refund Guarantee;

      (e)   the Performance Guarantee;

      (f)   any Vessel Management Contract;

      (g)   any Technical Management Agreement;

      (h)   the Time Charter Guarantee;

      (i)   the Obligatory Insurances;

      (j)   the Capital Costs Side Letter;

      (k)   the Repayment Agreement; and

      (l)   the Purchase Option Side Letter.

      "RELEASE"

      means an emission, spill, release or discharge into or upon the air,
      surface water, groundwater, or soils of any Materials of Environmental
      Concern for which the Borrower has any liability under Environmental Law,
      except in accordance with a valid Environmental Approval.

      "REPAYMENT AGREEMENT"

      means the repayment agreement dated on or about the date of this Agreement
      and entered into between the Borrower and the Charterer (the "ORIGINAL
      BUYER") under which the Borrower pays the sum to enable novation of the
      Newbuilding Contract in favour of the Borrower.

      "REQUEST"

      means a request made by the Borrower for a Loan, substantially in the form
      of Schedule 4.

      "REQUIRED AMOUNT"

      means that amount which at the relevant time is 120 per cent. of the
      higher of:

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                                       15

      (a)   the aggregate of the outstanding Loans as advised by the Agent from
            time to time; and

      (b)   the value of the Vessel, as valued in accordance with Clause 18
            (Valuation).

      "ROLLOVER LOAN"

      means one or more Loans:

      (a)   to be made on the same day that a maturing Loan is due to be repaid;

      (b)   the aggregate amount of which is equal to or less than the maturing
            Loan; and

      (c)   to be made for the purpose of refinancing a maturing Loan.

      "SECURED LIABILITIES"

      means all present and future obligations and liabilities (actual or
      contingent) of the Borrower to the Finance Parties under or in connection
      with any Finance Document.

      "SECURITY ASSETS"

      means any asset the subject of a Security Interest created by a Security
      Document.

      "SECURITY DOCUMENTS"

      means:

      (a)   the Newbuilding Assignment;

      (b)   the Mortgage;

      (c)   the General Assignment;

      (d)   the Pledge of Quota Shares;

      (e)   the Vessel Management Assignment;

      (f)   the Guarantee; and

      (g)   any other document designated as such in writing by the Borrower and
            the Agent.

      "SECURITY INTEREST"

      means any mortgage, pledge, lien, charge, assignment, hypothecation or
      security interest or any other agreement or arrangement having the effect
      of conferring security.

      "SHAREHOLDER"

      means the Guarantor.

<PAGE>

                                       16

      "SPANISH PUBLIC DOCUMENT"

      means an "escritura publica" or "poliza" granted before a Spanish Notary
      Public.

      "SPANISH SECURITY AGENT"

      means J. P. Morgan Bank S.A. when acting in its capacity as agent and
      attorney for each of the Banks (appointed by each Bank under a power of
      attorney in the form of Schedule 8 (Form of Bank's Power of Attorney) in
      connection with the Pledge of Quota Shares and the Mortgage.

      "SUBSIDIARY"

      means an entity from time to time of which a person has direct or indirect
      control or owns directly or indirectly more than fifty per cent. of the
      share capital or similar right of ownership

      "SUPPLEMENTAL AGREEMENT"

      means the agreement entered into between, amongst others, the Borrower and
      the Finance Parties dated [ ], 2005.

      "TECHNICAL MANAGER"

      means a member of the Group, or Dorchester Maritime Limited, a company
      incorporated under the laws of the Isle of Man with registered number
      31746C and having its registered office at Thornton House, Belmont Hill,
      Douglas, Isle of Man, IM1 4RE, British Isles or any other counterparty to
      a Technical Management Agreement approved by the Agent (acting on the
      instructions of the Majority Banks).

      "TECHNICAL MANAGEMENT AGREEMENT"

      means the agreement entered into or to be entered into between the
      Borrower and Indar Energy, together with the side letter in relation
      thereto between the Borrower, Indar Energy and the Technical Manager for
      the technical management of the Vessel, or as the case may be, such other
      agreement for the technical management of the Vessel which may be entered
      into by the Borrower with a Technical Manager in accordance with the terms
      and conditions of this Agreement.

      "TECHNICAL MANAGEMENT EXPIRY DATE"

      means 31st October, 2005, being the date on which the Technical Management
      Agreement entered into between the Borrower and Indar Energy expires.

<PAGE>

                                       17

      "TERM"

      means each period determined under this Agreement by reference to which
      interest on a Loan or an overdue amount is calculated.

      "TIME CHARTER"

      means the agreement dated on or about the date of this Agreement between
      the Borrower and the Time Charterer for the time charter of the Vessel,
      together with:

      (a)   the Purchase Option Side Letter;

      (b)   the Capital Costs Side Letter;

      (c)   any other addendum thereto from time to time.

      "TIME CHARTERER"

      means Repsol YPF Trading Y Transporte S.A., a company incorporated under
      the laws of Spain and having its registered office at 278 Paseo de la
      Castellana, 28046 Madrid, Spain, or any assignee of the Time Charter
      pursuant to Clause 51 of the Time Charter.

      "TIME CHARTER GUARANTEE"

      means the time charter guarantee dated on or about the date of this
      Agreement, issued by Repsol YPF S.A. in favour of the Borrower in
      connection with the Time Charter.

      "TOTAL COMMITMENTS"

      means US$100,000,000.

      "TOTAL LOSS" includes:

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

      (b)   requisition for title or other compulsory acquisition of the Vessel
            otherwise than by requisition for hire;

      (c)   capture, seizure, arrest, detention, or confiscation of the Vessel
            by any government or by persons acting or purporting to act on
            behalf of any government which deprives the Borrower or, as the case
            may be, any Charterer of the use of the Vessel for more than 60 days
            after that occurrence; and

      (d)   requisition for hire of the Vessel by any government or by persons
            acting or purporting to act on behalf of any government which
            deprives the Borrower, or, as the case may be, any Charterer of the
            use of the Vessel.

      "VESSEL"

      means the 140,500 cbm LNG carrying vessel under construction under the
      Newbuilding Contract as Hull Number 2205.

<PAGE>

                                       18

      "VESSEL MANAGEMENT ASSIGNMENT"

      means the assignment of any Vessel Management Contract and any Technical
      Management Agreement granted or to be granted in favour of the Agent by
      the Borrower, together with any and all notices and acknowledgements
      entered into in connection therewith.

      "VESSEL MANAGEMENT CONTRACT"

      means an agreement which will be entered into between the Borrower and a
      Manager (in the event that the Borrower itself ceases to be the Manager)
      for the management of the Vessel in form and substance satisfactory to the
      Agent in its sole discretion, in accordance with the terms and conditions
      of this Agreement.

  1.2   CONSTRUCTION

(a)   In this Agreement, unless the contrary intention appears, a reference to:

      (i)   an "AMENDMENT" includes a supplement, novation, protocol or
            re-enactment and "AMENDED" is to be construed accordingly;

      (ii)  "APPROVED" in Clause 17.39 (Scope of Obligatory Insurances) and
            Clause 17.41 (Obligatory Insurances) means approved by the Agent in
            writing;

            "ASSETS" includes present and future properties, revenues and rights
            of every description;

            an "AUTHORISATION" includes an authorisation, consent, approval,
            resolution, licence, exemption, filing, registration and
            notarisation;

            a "MONTH" is a reference to a period starting on one day in a
            calendar month and ending on the numerically corresponding day in
            the next calendar month, except that:

            (A)   if there is no numerically corresponding day in the month in
                  which that period ends, that period shall end on the last
                  Business Day in that calendar month; or

            (B)   if a Term commences on the last Business Day of a calendar
                  month, that Term shall end on the last Business Day in the
                  calendar month in which it is to end;

            a "REGULATION" includes any regulation, rule, official directive,
            request or guideline (whether or not having the force of law, but if
            not, in respect of which it is customary for banking and financial
            institutions to comply with) of any governmental or
            inter-governmental or supranational body, agency, department or
            regulatory, self-regulatory or other authority or organisation;

      (iii) a law or regulation, or to a provision of a law or regulation, is a
            reference to that law, regulation or provision as amended or
            re-enacted;

      (iv)  a Clause or a Schedule is a reference to a clause of or a schedule
            to this Agreement;

<PAGE>

                                       19

      (v)    a person includes its successors and assigns;

      (vi)   a Finance Document or another document is a reference to that
             Finance Document or that other document as amended;

      (vii)  a time of day is a reference to London time; and

      (viii) a calendar day, week, month or year is a reference to such a period
             of time as set out in the Gregorian calendar.

(b)   Unless the contrary intention appears, a term used in any other Finance
      Document or in any notice given under or in connection with any Finance
      Document has the same meaning in that Finance Document or notice as in
      this Agreement.

(c)   The index to and the headings in this Agreement are for convenience only
      and are to be ignored in construing this Agreement.

(d)   A document is "IN THE AGREED FORM" for the purposes of the Finance
      Documents if it is initialled for the purposes of identification as such
      by the Borrower and the Agent on or before the date of this Agreement.

(e)   A person who is not a party to this Agreement may not enforce its terms
      under the Contracts (Rights of Third Parties) Act 1999.

(f)   If the Agent reasonably considers that an amount paid by the Borrower to
      the Agent under a Finance Document is capable of being avoided or
      otherwise set aside on the liquidation or administration of the Borrower
      or otherwise, then that amount shall not be considered to have been
      irrevocably paid for the purposes of the Finance Documents.

2.    THE FACILITY

   2.1 FACILITY

      Subject to the terms of this Agreement, the Banks agree to make available
      to the Borrower a revolving credit facility in an aggregate principal
      amount equal to the Total Commitments. No Bank is obliged to lend more
      than its Commitment.

   2.2 NATURE OF A FINANCE PARTY'S RIGHTS AND OBLIGATIONS

(a)   The obligations of a Finance Party under the Finance Documents are
      several. Failure of a Finance Party to carry out those obligations does
      not relieve any other Party of its obligations under the Finance
      Documents. No Finance Party is responsible for the obligations of any
      other Finance Party under the Finance Documents.

(b)   The rights of a Finance Party under the Finance Documents are divided
      rights. A Finance Party may, except as otherwise stated in the Finance
      Documents, separately enforce those rights.

<PAGE>
                                       20

3.    PURPOSE

    3.1 The Borrower shall use each Loan for general corporatepurposes for
        itself and other members of the Group provided, however, that any Loan
        that the Borrower intends to use as a Distribution Loan shall be
        designated as a Distribution Loan in the Request completed in accordance
        with Clause 5.2 and such Distribution Loan shall be subject to the
        repayment terms set forth in Clause 6(d).

    3.2 Without affecting the obligations of the Borrower in any way, no Finance
        Party is bound to monitor or verify the application of any Loan.

4.    CONDITIONS PRECEDENT

    4.1 INITIAL CONDITIONS PRECEDENT

      The obligations of each Finance Party to the Borrower under this Agreement
      are subject to the conditions precedent that the Agent has notified the
      Borrower and the Banks that it has received all of the documents set out
      in Schedule 2 (Initial Conditions Precedent Documents) in form and
      substance satisfactory to the Agent.

    4.2 FURTHER CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT

(a)   The obligations of each Bank to participate in any Loan under Clause 5.3
      (Advance of Loan) are subject to the further conditions precedent that:

      (i)   on both the date of the Request and the Drawdown Date for that Loan:

            (A)   the representations and warranties in Clause 16
                  (Representations and Warranties) to be repeated on those dates
                  are correct and will be correct immediately after the Loan is
                  advanced (and, in relation to Clause 16.14 (Litigation), a
                  certificate of compliance is provided by the Borrower); and

            (B)   no Default or, in the case of a Rollover Loan, no Event of
                  Default is outstanding or would result from the advancing of
                  the Loan;

      (ii)  the advancing of the Loan would not cause Clause 2.1 (Facility) to
            be contravened;

      (iii) each Existing Bank (as defined in Clause 27.2 (Transfers by Banks))
            as at the Drawdown Date of the relevant Loan has given to the
            Spanish Security Agent power of attorney in the form of Schedule 8
            (Form of Bank's Power of Attorney) which power of attorney has been
            notarised and apostillised; and

      (iv)  all other terms and conditions under this Agreement to the advancing
            of a Loan have been satisfied in full.

    4.3 MAXIMUM NUMBER

      Unless the Agent agrees, a Request may not be given if, as a result, there
      would be more than ten (10) Loans outstanding.

<PAGE>
                                       21

5.    DRAWDOWN

    5.1 RECEIPT OF REQUEST

      The Borrower may borrow a Loan during the Availability Period if the Agent
      receives, not later than 10.00 a.m. three Business Days before the Rate
      Fixing Day for the proposed borrowing, a duly completed Request. Each
      Request is irrevocable.

    5.2 COMPLETION OF REQUESTS

      A Request for a loan will not be regarded as having been duly completed
      unless:

      (a)   the proposed Drawdown Date is a Business Day falling within the
            Availability Period;

      (b)   the amount of the Loan requested is:

            (i)   a minimum of US$ 10,000,000 or an integral multiple of
                  US$5,000,000; or

            (ii)  the maximum undrawn amount available under the Facility on the
                  proposed Drawdown Date; or

            (iii) such other amount as the Facility Agent may agree;

      (c)   the payment instructions comply with Clause 10 (Payments);

      (d)   the proposed Term complies with this Agreement; and

      (e)   the Loan shall be designated, based upon its intended use, as either
            a General Revolving Loan or a Distribution Loan.

      Only one Loan may be specified in a Request.

    5.3 ADVANCE OF LOAN

(a)   The Agent shall promptly notify each Bank of the details of the requested
      Loan and the amount of its participation in that Loan.

(b)   Subject to the terms of this Agreement, each Bank shall make its
      participation in the Loan available to the Agent for the Borrower on the
      relevant Drawdown Date. The amount of each Bank's participation in the
      Loan will be the proportion of the Loan which is equal to the proportion
      which its Commitment bears to the Total Commitments on the proposed
      Drawdown Date.

6.    REPAYMENT

(a)   The Borrower must repay each Loan in full on its Maturity Date.

(b)   Subject to the other terms of this Agreement, any amounts repaid under
      paragraph (a) may be reborrowed.

(c)   Notwithstanding the foregoing, all Loans must be repaid in full on the
      Final Maturity Date.

<PAGE>
                                       22

(d)   The Borrower will cause the aggregate outstanding principal balance of
      Distribution Loans to be zero for a period of at least fifteen (15)
      consecutive Business Days during any twelve (12) month period.

7.    PREPAYMENT AND CANCELLATION

    7.1 AUTOMATIC CANCELLATION

      The Commitment of each Bank shall automatically be cancelled at the close
      of business on the last day of the Availability Period.

    7.2 VOLUNTARY CANCELLATION

      (a)   The Borrower may, by giving not less than 5 Business Days' prior
            notice to the Agent, cancel the unutilised amount of the Total
            Commitments in whole or in part.

      (b)   Partial cancellation of the Total Commitments must be in a minimum
            amount of US$ 5,000,000 or in an integral multiple of US$ 5,000,000.

      (c)   Any cancellation in part will be applied against the Commitment of
            each Bank pro rata.

    7.3 MANDATORY PREPAYMENT

(a)   If the Delivery Date does not fall on or before 18th July, 2003, the
      Borrower shall immediately prepay the whole of any Loans then outstanding.

(b)   The Borrower shall be obliged to prepay the whole of any Loans then
      outstanding in the following circumstances and at the following times:

      (i)   subject to Clause 7.3A below, if the Vessel is sold, on or before
            the date on which the sale is completed by delivery of the Vessel to
            the buyer;

      (ii)  subject to Clause 7.3A below, if there is a Total Loss, on the
            earlier of the date falling 60 days after the Date of Total Loss and
            the date of receipt by the Agent of the proceeds of insurance
            relating to such Total Loss;

      (iii) if the Newbuilding Contract is terminated for any reason, on the
            date of termination; or

      (iv)  if the Time Charter is terminated for any reason, on the date of
            termination.

    7.3A VESSEL SUBSTITUTION

      (a)   The Borrower may, at any time after Delivery of the Vessel following
            a sale or Total Loss of that Vessel, request the substitution of the
            Vessel by a replacement vessel. The replacement vessel shall be
            required to be:

            (i)   as at the time of substitution, of at least equal value to the
                  Vessel, such valuation to be conducted in accordance with
                  Clause 18;

<PAGE>
                                       23

            (ii)  of the same or similar type as the Vessel, being an LNG
                  carrier having equivalent or greater capacity than the Vessel,
                  with equivalent or better Classification, having been
                  maintained to a similar standard as the Vessel, capable of
                  loading and discharging at as least a wide a range of ports as
                  the Vessel, acceptable to the Charterer and having been
                  accepted by the Charterer as a substitute vessel or having
                  been the subject of replacement charter arrangements; and

            (iii) with the same or a similar remaining useful life as the
                  Vessel,

            such determinations to be made in the sole discretion of the Agent
            acting on behalf of the Lenders (the "REPLACEMENT VESSEL").

      (b)   Any such request by the Borrower pursuant to Clause 7.3A(a) above
            (the "REPLACEMENT REQUEST") shall be made to the Agent in writing at
            least 30 Business Days prior to the proposed date of substitution
            (the "SUBSTITUTION DATE") and shall be accompanied by evidence of
            compliance by the Borrower of the conditions specified in Clause
            7.3A(a) above.

      (c)   Subject to satisfaction of the above conditions in full, the Agent
            shall be required to agree to a Replacement Request provided that:

            (i)   the Agent has received in writing confirmation from each of
                  the Banks consenting to the Replacement Request; and

            (ii)  as at the date of either the Replacement Request or the
                  Substitution Date, no Default or Event of Default is
                  outstanding; and

            (iii) there are no adverse tax, credit or other relevant
                  implications which it is possible, in the opinion of the
                  Agent, may arise as a result of the substitution;

            (iv)  the Agent has received a survey in respect of the Replacement
                  Vessel, reasonably satisfactory to the Agent; and

            (v)   on or prior to the Substitution Date, the Borrower will have
                  executed equivalent Security Documents in relation to the
                  Replacement Vessel, including but not limited to a first
                  priority ship mortgage in a jurisdiction acceptable to the
                  Agent, an assignment of the earnings, obligatory insurances
                  and any management and charter arrangements in respect of the
                  Replacement Vessel, and such other security documents as the
                  Agent may in its sole discretion determine appropriate in
                  order to place the Finance Parties in substantially the same
                  position in all respects (mutatis mutandis) as they would have
                  been in prior to the Substitution Date.

      (d)   The Borrower agrees that following a Replacement Request it will
            duly execute and deliver such further documents and instruments and
            take such further action as the Agent request in order to effect the
            Replacement Request.

      (e)   Each of the Agent and the Borrower agree and confirm that the costs
            in connection with the Replacement Request (including but not
            limited to the costs of any legal advisers and any costs incurred in
            valuing and surveying the Replacement Vessel) shall be for the
            account of the Borrower.

<PAGE>
                                       24

    7.4 VOLUNTARY PREPAYMENT

      Subject to Clause 17.30(a) (Proceeds from sale or Total Loss of the
      Vessel), the Borrower may, on giving 3 days' prior written notice to the
      Agent, prepay the whole or any part of any Loan but if in part in a
      minimum amount or multiple of US$5,000,000.

    7.5 MISCELLANEOUS PROVISIONS

(a)   Any notice of prepayment and/or cancellation under this Agreement is
      irrevocable and must specify the relevant date(s) and the affected Loans
      and Commitments. The Agent shall notify the Banks promptly of receipt of
      any such notice.

(b)   All prepayments under this Agreement shall be made together with accrued
      interest on the amount prepaid and Break Costs but subject to Clause 24.4
      (Other indemnities), otherwise without premium or penalty.

(c)   No prepayment or cancellation is permitted except in accordance with the
      express terms of this Agreement.

(d)   In respect of any prepayment under this Agreement, the Borrower must
      provide evidence satisfactory to the Agent that any consent required by
      the Borrower or any Finance Party or other creditor of the Borrower in
      connection with the prepayment has been obtained and remains in force, and
      that any regulation relevant to this Agreement which affects the Borrower
      or any Finance Party has been complied with.

(e)   No amount of the Total Commitments cancelled under this Agreement may
      subsequently be reinstated.

(f)   A Loan (or part of a Loan) which has been voluntarily prepaid may be
      re-borrowed on the terms of this Agreement. Any Loan the subject of a
      mandatory or involuntary prepayment may not be re-borrowed.

8.    INTEREST

    8.1 INTEREST RATE

      The rate of interest on each Loan for each Term is the rate per annum
      determined by the Agent to be the aggregate of the applicable:

      (a)   Margin;

      (b)   LIBOR; and

      (c)   Mandatory Cost.

    8.2 DUE DATES

      Except as otherwise provided in this Agreement, accrued interest on each
      Loan is payable by the Borrower on the last day of each Term and also, if
      the Term is longer than six months, on the dates falling at six-monthly
      intervals after the first day of that Term.

<PAGE>
                                       25

    8.3 DEFAULT INTEREST

(a)   If the Borrower fails to pay any amount payable by it under the Finance
      Documents (other than interest), it shall forthwith on demand by the
      Agent, pay interest on the overdue amount from the due date up to the date
      of actual payment, both before and after judgment, at a rate (the "DEFAULT
      RATE") determined by the Agent to be the aggregate of:

      (i)   two per cent. per annum;

      (ii)  the Margin; and

      (iii) subject to paragraph (b) below, LIBOR for deposits on call or for
            successive interest periods of one month.

(b)   If any unpaid sum of principal of any Loan is repayable during a Term, the
      LIBOR applicable to that unpaid sum during the unexpired portion of that
      Term shall be the LIBOR applicable to it immediately before it fell due.

(c)   If the Agent determines (after consultation with the Reference Banks) that
      Dollar deposits are not being made available to the leading banks in the
      London Interbank Market, the reference to LIBOR in paragraph (a)(iii)
      above shall be taken as a reference to a rate representing the cost of
      funds to the Reference Banks from such other sources as they may from time
      to time determine.

(d)   Unpaid interest shall be capitalised so that it will increase the amount
      of principal of each Loan and the increased principal amount of each Loan
      will incur and accrue interest at the default rate.

    8.4 NOTIFICATION

      The Agent shall promptly notify each relevant Party of the determination
      of a rate of interest under this Agreement.

9.    TERMS

    9.1 SELECTION

      (a)   Each Loan shall have one Term only.

      (b)   The Borrower must select the Term for a Loan in the relevant
            Request.

      (c)   Subject to the following provisions of this Clause, each Term for a
            Loan will be either one, three or six months or any other period
            agreed by the Borrower and the Banks.

    9.2 NO OVERRUNNING THE FINAL MATURITY DATE

      If a Term would otherwise overrun the Final Maturity Date, it shall be
      shortened so that it ends on the Final Maturity Date.

<PAGE>
                                       26

    9.3 NOTIFICATION

      The Agent shall promptly notify each relevant Party of the duration of
      each Term promptly after ascertaining its duration.

    9.4 NON BUSINESS DAYS

      If a Term would otherwise end on a day which is not a Business Day, that
      Term shall instead end on the next Business Day in that calendar month (if
      there is one) or the preceding Business Day (if there is not).

10.   PAYMENTS

    10.1 PLACE

(a)   All payments by the Borrower under the Finance Documents shall be made to
      the Agent to its account at such office or bank as it may notify to the
      Borrower for this purpose. In the event the Agent changes its account,
      office or bank, it shall give the Borrower two Business Days' advance
      notification of such change.

(b)   All amounts to be made available by the Banks to the Agent under this
      Agreement shall be made available in Dollars and in immediately available,
      freely transferable, cleared funds at such account at such office or bank
      as the Agent may designate.

(c)   Subject to no Default having occurred and being continuing, and subject to
      the Agent being satisfied that the relevant amount is due and payable to
      the Builder under the Newbuilding Contract, the Agent shall forthwith
      transfer such amounts into the account of the Builder (Account No.
      04-029-695) at Bankers Trust Company, Church St. Station, New York, NY
      10015 in favour of Daewoo Shipbuilding & Marine Engineering Co. Ltd. as
      are attributable to Instalments.

(d)   On receipt of the funds in paragraph (b) above, and subject to Clause 3
      (Purpose) the Agent shall forthwith transfer such amounts not transferred
      pursuant to paragraph (c) above into the Disbursement Account.

    10.2 FUNDS

      Subject to Clause 10.1(b), all payments under the Finance Documents to the
      Agent shall be made for value on the due date at such times and in such
      funds as the Agent may specify to the Party concerned as being customary
      at the time for the settlement of transactions in Dollars.

    10.3 DISTRIBUTION

(a)   Where a sum is to be paid to the Agent under the Finance Documents for
      another Party, the Agent is not obliged to pay that sum to that Party
      until it has established that it has actually received that sum. The Agent
      may, however, assume that the sum has been paid to it in accordance with
      the Finance Documents and, in reliance on that assumption, make available
      to that Party a corresponding amount. If the sum has not been made
      available but the Agent has paid a corresponding amount to another Party,
      that Party shall forthwith on demand refund the corresponding amount to
      the Agent together with interest on that amount from the date of payment
      to the date of receipt, calculated at a rate determined by the Agent to
      reflect its cost of funds, provided that no such interest shall be payable
      in relation to such refund to

<PAGE>
                                       27

      the extent that such sum to be refunded falls due to be refunded due to
      the Agent's wilful misconduct or reckless disregard with knowledge of the
      probable consequences.

(b)   Any and all amounts received by the Spanish Security Agent in its capacity
      as Spanish Security Agent shall be paid to the Agent for application by
      the Agent pursuant to the provisions of this Agreement.

    10.4 CURRENCY

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

(b)   Any other amount payable under the Finance Documents is, except as
      otherwise provided in the Finance Documents, payable in Dollars.

(c)   If the Agent or any other Finance Party receives any payment required to
      be paid by the Borrower under this Agreement in a currency other than
      Dollars, the Agent may convert the currency received into Dollars at the
      Agent's Spot Rate of Exchange and the Indebtedness shall not be deemed
      reduced by the payment until and except to the extent that the proceeds of
      conversion are applied towards the Secured Liabilities.

    10.5 SET-OFF AND COUNTERCLAIM

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

    10.6 NON-BUSINESS DAYS

(a)   If a payment under the Finance Documents is due on a day which is not a
      Business Day, the due date for that payment shall instead be the next
      Business Day in the same calendar month (if there is one) or the preceding
      Business Day (if there is not).

(b)   During any extension of the due date for payment of any principal under
      the Finance Documents interest is payable on the principal at the rate
      payable on the original due date.

    10.7 PAYMENTS

(a)   Subject to paragraph (c) below, if the Agent receives any payment from the
      Borrower under the Finance Documents or a payment by the Spanish Security
      Agent of a payment from the Borrower, the Agent shall apply that payment
      towards the obligations of the Borrower under the Finance Documents in the
      following order:

      (i)   FIRSTLY, in or towards payment pro rata of any unpaid fees, costs
            and expenses of the Agent and/or any of the Banks under the Finance
            Documents;

      (ii)  SECONDLY, in or towards payment pro rata of any principal or accrued
            interest due but unpaid under this Agreement;

      (iii) THIRDLY, in or towards payment pro rata of any other sum due but
            unpaid under the Finance Documents; and

<PAGE>
                                       28

      (iv)  FOURTHLY, the balance, if any, to the Borrower.

(b)   In the event a Default has occurred and is continuing, the Agent shall, if
      so directed by all the Banks, vary the order set out in sub-paragraphs
      (a)(ii) to (iv) above.

(c)   Paragraphs (a) and (b) above shall override any appropriation made by the
      Borrower.

11.   TAXES

    11.1 GROSS-UP

(a)   All payments by the Borrower under the Finance Documents shall be made
      without any deduction and free and clear of and without any 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 any tax or
      amounts in respect of tax must be deducted, or any other deductions must
      be made, from any amounts payable or paid by the Borrower, or paid or
      payable by the Agent to a Bank, under the Finance Documents, the Borrower
      shall pay such additional amounts as may be necessary to ensure (having
      regard to any such deduction on any such additional amount) that the
      relevant Party receives a net amount equal to the full amount which it
      would have received had payment not been made subject to tax or any other
      deduction.

(b)   Without prejudice to paragraph (a) above, in relation to an exemption from
      or application of a rate lower than that of general application in
      relation to any Non-Residents Income Tax (Impuesto sobre la Renta de No
      Residentes) pursuant to any double taxation treaty, or pursuant to any
      other cause relating to residence status, any Bank which is not
      incorporated in Spain shall supply the Agent (which shall deliver a copy
      thereof to the Borrower), with a certificate of residence issued by the
      pertinent fiscal administration, evidencing that such Bank is resident for
      tax purposes in a country which is a member of the European Union or, as
      the case may be, is resident for tax purposes in the relevant state which
      has signed and ratified a treaty for the avoidance of double taxation with
      Spain, within the meaning of such treaty, prior to the last day of the
      first Term. As such certificates are, at the date hereof, only valid for a
      period of one year, each such Bank will be required to so supply a further
      such certificate upon expiry of the previous certificate in relation to
      any further payment of interest.

    11.2 TAX RECEIPTS

      All taxes required by law to be deducted or withheld by the Borrower from
      any amounts paid or payable under the Finance Documents shall be paid by
      the Borrower when due and the Borrower shall, within 15 days of the
      payment being made or, if later, forthwith following receipt of the same,
      deliver to the Agent for the relevant Bank evidence satisfactory to that
      Bank (including all relevant tax receipts) that the payment has been duly
      remitted to the appropriate authority.

    11.3 TAX CREDITS

(a)   If:

      (i)   the Borrower makes a payment or increases the amount of any payment,
            pursuant to Clause 11.1 (Gross-Up) (a "TAX RELATED PAYMENT"); and

<PAGE>
                                       29

      (ii)  the Agent, the relevant Bank or the other relevant Party obtains a
            refund of tax or obtains a credit against or relief for any tax paid
            or otherwise payable by it, in respect of or calculated with
            reference to the deduction, withholding or payment of tax giving
            rise to the Tax Related Payment (a "TAX CREDIT"),

      then, if and to the extent that the Agent, the relevant Bank or the other
      relevant Party (as appropriate), in its reasonable opinion, can do so
      without any adverse consequences for it (other than the mere payment of
      monies under this provision), it shall reimburse the Borrower such
      proportion of that Tax Credit as is attributable to the deduction,
      withholding or payment as will leave the Agent, the relevant Bank or, as
      the case may be, the other relevant Party (after that reimbursement) in no
      better or worse position in respect of its relevant tax liabilities than
      it would have been in if no Tax Related Payment had been required.

(b)   The Agent, the relevant Bank and the other relevant Party shall have
      absolute discretion as to whether to claim any Tax Credit as well as all
      other reliefs and credits available to it and, if it does claim, the
      extent, order and manner in which it does so. The Agent, the relevant Bank
      and the other relevant Party shall not be obliged to disclose any
      information regarding its tax affairs and computations to the Borrower.

12.   MARKET DISRUPTION

    12.1 ABSENCE OF QUOTATIONS

      If LIBOR is to be determined by reference to the Reference Banks but a
      Reference Bank does not supply an offered rate by 11.30 a.m. on a Rate
      Fixing Day, the applicable LIBOR shall, subject to Clause 12.2 (Market
      disruption), be determined on the basis of the quotations of the remaining
      Reference Bank(s).

    12.2 MARKET DISRUPTION

      If, in relation to any proposed Loan:

      (a)   LIBOR is to be determined by reference to the Reference Banks but
            no, or only one, Reference Bank supplies a rate by 11.30 a.m. on the
            Rate Fixing Day or LIBOR is to be determined by reference to the
            rate supplied to the Agent by the British Bankers' Association and
            no such rate is supplied by 11.30 a.m. on the Rate Fixing Day or the
            Agent otherwise determines that adequate and fair means do not exist
            for ascertaining LIBOR; or

      (b)   the Agent receives notification from Banks whose participations in a
            Loan exceed 30 per cent. of that Loan that, in their opinion:

            (i)   matching deposits may not be available to them in the London
                  interbank market in the ordinary course of business to fund
                  their participations in that Loan for the relevant Term; or

            (ii)  the cost to them of obtaining matching deposits in the London
                  interbank market would be in excess of LIBOR for the relevant
                  Term,

<PAGE>
                                       30

      the Agent shall promptly notify the Borrower and the Banks of the fact and
      that this Clause 12 is in operation.

    12.3 SUSPENSION OF DRAWDOWNS

      If a notification under Clause 12.2 (Market disruption) applies and is
      continuing, the Finance Parties shall be under no obligation to advance
      any further Loans. However, within five Business Days of receipt of the
      notification, the Borrower and the Agent shall enter into negotiations for
      a period of not more than 30 days with a view to agreeing an alternative
      basis for determining the rate of interest and/or funding applicable to
      any future Loans. Any alternative basis agreed shall be, with the prior
      consent of all the Banks, binding on all the Parties.

    12.4 ALTERNATIVE BASIS

      If a notification under Clause 12.2 (Market disruption) applies to a Loan
      which is outstanding, then, for the purpose of calculating the rate of
      interest on that Loan pursuant to Clause 8.1 (Interest rate):

      (a)   within five Business Days of receipt of the notification, the
            Borrower and the Agent shall enter into negotiations for a period of
            not more than 30 days with a view to agreeing an alternative basis
            for determining the rate of interest and/or funding applicable to
            that Loan and/or any other Loans;

      (b)   any alternative basis agreed under paragraph (a) above, or certified
            under paragraph (c) below, shall be, with the prior consent of all
            the Banks, binding on all the Parties and treated as part of this
            Agreement;

      (c)   if no alternative basis is agreed, each Bank shall (through the
            Agent) certify on or before the last day of the Term to which the
            notification relates an alternative basis for maintaining its
            participation in that Loan; and

      (d)   any such alternative basis may include an alternative method of
            fixing the interest rate, alternative Terms or alternative
            currencies but it must reflect the cost to the Bank of funding its
            participation in the Loan from whatever sources it may select plus
            the Margin plus any applicable Mandatory Cost.

13.   INCREASED COSTS

    13.1 INCREASED COSTS

(a)   Subject to Clause 13.2 (Exceptions), the Borrower shall forthwith on
      demand by a Finance Party pay to that Finance Party the amount of any
      increased cost incurred by it or any of its Affiliates as a result of:

      (i)   the introduction of, or any change in, or any change in the
            interpretation or application of, any law or regulation; or

      (ii)  compliance with any regulation made after the date of this
            Agreement,

<PAGE>
                                       31

      (including any law or regulation relating to taxation, change in currency
      of a country 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)   an additional cost incurred by a Finance Party or any of its
            Affiliates as a result of it having entered into, or performing,
            maintaining or funding its obligations under, any Finance Document;
            or

      (ii)  that portion of an additional cost incurred by a Finance Party or
            any of its Affiliates in making, funding or maintaining all or any
            advances comprised in a class of advances formed by or including
            that Finance Party's participations in a Loan made or to be made
            under this Agreement as is attributable to that Finance Party
            making, funding or maintaining those participations; or

      (iii) a reduction in any amount payable to a Finance Party or any of its
            Affiliates or in the effective return to a Finance Party or any of
            its Affiliates under this Agreement or (to the extent that it is
            attributable to this Agreement) on its capital; or

      (iv)  the amount of any payment made by a Finance Party or any of its
            Affiliates, or the amount of any interest or other return foregone
            by a Finance Party or any of its Affiliates, calculated by reference
            to any amount received or receivable by that Finance Party or any of
            its Affiliates from any other Party under this Agreement.

    13.2 EXCEPTIONS

      Clause 13.1 (Increased costs) does not apply to any increased cost:

      (a)   compensated for by the payment of the Mandatory Cost;

      (b)   compensated for by the operation of Clause 11 (Taxes); or

      (c)   attributable to any change in the rate of, or change in the basis of
            calculating, tax on the overall net income of a Bank or any of its
            Affiliates (or the overall net income of a division or branch of the
            Bank or any of its Affiliates) imposed in the jurisdiction in which
            its principal office or Facility Office is for the time being
            situate.

14.   ILLEGALITY

      If by a change in law it becomes unlawful in any jurisdiction for a Bank
      to give effect to any of its obligations as contemplated by this Agreement
      or to fund or maintain its participation in any Loan, then:

      (a)   that Bank may notify the Borrower through the Agent accordingly; and

      (b)   (i)   the Borrower shall within 30 days of receipt of such notice
                  prepay that Bank's participations in all Loans together with
                  all other amounts payable by it to that Bank under this
                  Agreement; and

            (ii)  that Bank's Commitment shall be cancelled.

<PAGE>
                                       32

15.   MITIGATION

    15.1 MITIGATION

      If circumstances arise such that:

      (a)   the Borrower is required to make an additional payment under Clause
            11 (Taxes); or

      (b)   the Borrower is or would be required under Clause 13.1 (Increased
            costs) to increase the amount of any payment to a Bank; or

      (c)   Clause 14 (Illegality) applies in relation to a Bank,

      then, without in any way limiting, reducing or otherwise qualifying the
      Borrower's obligations under those clauses but subject to Clause 15.2
      (Exceptions), the relevant Bank shall for a reasonable period of time (not
      exceeding 30 days) endeavour to take such reasonable steps as may be open
      to it to mitigate the effects of those circumstances and enter into
      discussions with the Borrower with a view to determining what other
      mitigating action might be taken by the Bank, including a potential change
      in the Bank's lending office or transfer of its Commitment to another bank
      or financial institution.

    15.2 EXCEPTIONS

      Nothing in Clause 15.1 (Mitigation) shall oblige a Bank to incur any costs
      or expenses or to take any action or refrain from taking any action where,
      in the reasonable opinion of such Bank, to take or refrain from taking
      that action (as the case may be) might be prejudicial to its interests.

    15.3 COSTS AND EXPENSES

      Any costs and expenses incurred by a Bank pursuant to Clause 15.1
      (Mitigation) shall be paid by the Borrower within five Business Days after
      receipt of a demand from the Agent on behalf of the Bank specifying the
      same. Any such demands shall be accompanied by copies of all supporting
      documentation which is reasonably and practically available to the Bank.

16.   REPRESENTATIONS AND WARRANTIES

    16.1 REPRESENTATIONS AND WARRANTIES

      The Borrower makes the representations and warranties set out in this
      Clause 16 to each Finance Party.

    16.2 STATUS

(a)   It is a single purpose company, duly incorporated and validly existing
      under the laws of Spain; and

(b)   it has the power to own its assets and carry on its business as it is
      being conducted.

<PAGE>
                                       33

    16.3 SHARE CAPITAL AND OWNERSHIP

      The whole of the issued share capital of the Borrower is legally and
      beneficially owned by the Shareholder free of any Security Interest other
      than the Pledge of Quota Shares.

    16.4 POWERS AND AUTHORITY

(a)   It has the power to enter into and perform, and has taken all necessary
      action to authorise the entry into, performance and delivery of, the
      Finance Documents to which it is or will be a party and the transactions
      contemplated by those Finance Documents.

(b)   All of the consents referred to in paragraph (a) above remain in force and
      nothing has occurred which makes any of them liable to revocation.

    16.5 LEGAL VALIDITY

(a)   Each Finance Document to which it is or will be a party constitutes, or
      when executed in accordance with its terms will constitute, its legal,
      valid and binding obligations enforceable in accordance with its terms,
      subject to any applicable insolvency laws;

(b)   in entering into this Agreement and borrowing the Loan, the Borrower is
      acting on its own account; and

(c)   each Security Document creates the Security Interests it purports to
      create with the priority as stated under each Security Document and
      enforceable against the trustee in bankruptcy, liquidator and creditors of
      the Borrower and any other third parties, subject to any applicable
      insolvency laws.

    16.6 NON-CONFLICT

      The entry into and performance by it of, and the transactions contemplated
      by, the Finance Documents do not and will not conflict with:

      (a)   any law or regulation or judicial or official order in force as at
            the date of this Agreement;

      (b)   the constitutional documents of any member of the Group; or

      (c)   any document which is binding upon any member of the Group or any
            asset of any member of the Group.

    16.7 PARI PASSU RANKING

      Its obligations under the Finance Documents rank and will rank at least
      pari passu with all its other present and future unsecured obligations
      (other than any rights in rem against the Vessel arising after the date of
      this Agreement and subject to any and all applicable insolvency laws).

<PAGE>
                                       34

    16.8 TAXES ON PAYMENTS

      All amounts payable by the Borrower under the Finance Documents may be
      made free and clear of and without deduction or withholding for or on
      account of any tax payable under any relevant law.

    16.9 STAMP DUTIES

      Except as notified in writing to and accepted by the Agent, no stamp or
      registration duty or similar taxes or charges are payable in Spain in
      respect of any Finance Document.

    16.10 NO DEFAULT

(a)   No Default is outstanding or might result from the making of any Loan; and

(b)   neither the Borrower nor the Guarantor or any Subsidiary of the Guarantor
      is in default (howsoever described) or breach of any material liability or
      obligation under any:

      (i)   Charter or other contract for the employment of; and/or

      (ii)  agreement relating to any Financial Indebtedness in relation to,

      a vessel under the management of the Borrower, the Guarantor or any
      Subsidiary of the Guarantor.

    16.11 AUTHORISATIONS

      All authorisations, consents, registrations, filings, notarisations and
      the like required or desirable in connection with the entry into,
      performance, validity and enforceability of, and the transactions
      contemplated by, the Finance Documents have been obtained or effected (as
      appropriate) and are in full force and effect (or, in the case of
      registrations, filings, notarisations and the like, will be effected
      within any time limits required by any applicable law or, if there is no
      such requirement under applicable law, within such time limits as the
      Agent may reasonably require).

    16.12 INFORMATION

      All information provided by or on behalf of the Borrower to any Finance
      Party in connection with any Finance Document satisfies the requirement of
      Clause 17.4 (Information provided to be accurate).

    16.13 ACCOUNTS

      The consolidated audited accounts, in English, of the Guarantor most
      recently delivered to the Agent:

      (a)   have been prepared by a reputable accounting firm in accordance with
            all applicable laws and GAAP principles and practices consistently
            applied;

      (b)   fairly represent the financial condition of the Guarantor and the
            Borrower as at the date of those accounts and of its profit for the
            period for which those accounts relate; and

<PAGE>
                                       35

      (c)   fully disclose or reserve against all of the Guarantor's and the
            Borrower's significant liabilities,

      and there has been no material adverse change in the financial condition
      of the Borrower or the Guarantor since the date to which those accounts
      were drawn up.

    16.14 LITIGATION

      Except as notified in writing to and accepted by the Agent, no litigation,
      arbitration or administrative proceedings are current or, to its
      knowledge, pending or threatened against the Borrower or the Guarantor.

    16.15 INFORMATION MEMORANDUM

(a)   The factual information provided by the Borrower contained in the
      Information Memorandum was true, accurate and not misleading in any
      material respect as at its date;

(b)   all opinions, predictions or intentions expressed in the Information
      Memorandum to be the Borrower's opinions, predictions or intentions are
      honestly held or made and the Borrower does not believe them to be
      misleading in any material respect;

(c)   the financial projections contained in the Information Memorandum which
      have been prepared by the Borrower have been prepared on the basis of
      recent historical information and on the basis of reasonable assumptions;

(d)   as at the date of this Agreement, nothing has occurred since the date of
      the Information Memorandum or been omitted from the Information Memorandum
      in connection with any information provided by the Borrower and no
      information has been given or withheld by the Borrower that results in the
      information contained in the Information Memorandum and provided by the
      Borrower being untrue or misleading in any material respect; and

(e)   all proper enquiries have been made to ascertain and to verify the
      foregoing.

    16.16 TAXES PAID

      The Borrower has paid all taxes applicable to, or imposed on or in
      relation to, the Borrower or its business which have fallen due for
      payment.

    16.17 STATUS OF CHARTERS

(a)   Neither the Borrower nor any Charterer is in default under any Charter of
      the Vessel, which default has not been notified to the Agent; and

(b)   there are no pending or, so far as the Borrower is aware, threatened
      actions, suits or proceedings in connection with any Charter of the
      Vessel.

    16.18 ENVIRONMENT

      Except as may already have been disclosed by the Borrower in writing to,
      and acknowledged in writing by, the Agent:

<PAGE>
                                       36

      (a)   the Borrower and its Environmental Affiliates have without
            limitation complied with the provisions of all applicable
            Environmental Laws in relation to the Vessel;

      (b)   the Borrower and its Environmental Affiliates have obtained all
            requisite Environmental Approvals in relation to the Vessel and are
            in compliance with such Environmental Approvals;

      (c)   neither the Borrower nor any of its Environmental Affiliates has
            received notice of any Environmental Claim in relation to the Vessel
            which alleges that the Borrower is not in compliance with applicable
            Environmental Laws in relation to the Vessel or Environmental
            Approvals in relation to the Vessel;

      (d)   there is no Environmental Claim in relation to the Vessel pending or
            threatened; and

      (e)   there has been no Release of Materials of Environmental Concern.

    16.19 SECURITY INTERESTS

      No Security Interest exists over its or any of its Subsidiary's assets
      which would cause a breach of Clause 17.13 (Security Interests).

    16.20 SECURITY ASSETS

      It is solely and absolutely entitled to the Security Assets to which it
      is, or will be, a party and there is no agreement or arrangement under
      which it is obliged to share any proceeds of or derived from such Security
      Assets with any third party.

    16.21 NEWBUILDING CONTRACT

      All amounts due and payable by the Borrower under the Newbuilding Contract
      have been unconditionally and irrevocably paid in full to the Builder when
      due in accordance with the terms of the Newbuilding Contract.

    16.22 ISM CODE COMPLIANCE

      On and after the Delivery Date, the Borrower is in full compliance with
      the ISM Code.

    16.23 IMMUNITY

(a)   The execution by the Borrower of each Finance Document constitutes, and
      its exercise of its rights and performance of its obligations under each
      Finance Document will constitute, private and commercial acts done and
      performed for private and commercial purposes; and

(b)   the Borrower will not be entitled to claim immunity from suit, execution,
      attachment or other legal process in any proceedings taken in Spain in
      relation to any Finance Document.

    16.24 JURISDICTION/GOVERNING LAW

(a)   The Borrower's:

      (i)   irrevocable submission under Clause 35 (Jurisdiction) to the
            jurisdiction of the courts of England;

<PAGE>
                                       37

      (ii)  agreement that this Agreement is governed by English law; and

      (iii) agreement not to claim any immunity to which it or its assets may be
            entitled,

      are legal, valid and binding under the laws of Spain; and

(b)   any judgment obtained in England will be recognised and be enforceable by
      the courts of Spain.

    16.25 NO AMENDMENTS TO RELATED CONTRACTS

      Other than as notified to and agreed by the Agent in writing, there have
      been no amendments to any of the Related Contracts (excluding any Vessel
      Management Contract until such time as it has been executed).

    16.26 MONEY LAUNDERING

      Any borrowing by the Borrower and the performance of its obligations
      hereunder and under the other Finance Documents will be for its own
      account and will not involve any breach by it of any law or regulatory
      measure relating to "money laundering" as defined in Article 1 of the
      Directive (91/308/EEC) of the Council of the European Communities.

    16.27 TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

      The representations and warranties set out in this Clause 16:

      (a)   are made by the Borrower on the date of this Agreement; and

      (b)   (with the exception of Clause 16.15 (Information Memorandum)) are
            deemed to be repeated by the Borrower on the date of each Request
            and each Drawdown Date and on the first day of each Term with
            reference to the facts and circumstances then existing (but subject,
            in respect of Clause 16.5 (Legal Validity), Clause 16.8 (Taxes on
            payments), Clause 16.10 (No Default), Clause 16.11 (Authorisations),
            Clause 16.14 (Litigation), Clause 16.17 (Status of Charters), Clause
            16.18 (Environment) and Clause 16.25 (No amendments to Related
            Contracts), to any matters notified to, and agreed by, the Agent in
            writing) and, in relation to Clause 16.12 (Information), with
            reference to the most recently delivered Guarantor Accounts.

      (c)   When a representation in Clause 16.10 (No default) is repeated on a
            Request for a Rollover Loan, the reference to a Default will be
            construed as a reference to an Event of Default.

17.   UNDERTAKINGS

    17.1 DURATION

      The undertakings in this Clause 17 remain in force from the date of this
      Agreement for so long as any amount is or may be outstanding under the
      Finance Documents or any Commitment is in force.

<PAGE>
                                       38

    17.2 MAINTENANCE OF STATUS

      The Borrower will maintain its separate corporate existence and remain in
      good standing under the laws of Spain.

    17.3 FINANCIAL INFORMATION

(a)   The Borrower shall supply to the Agent in sufficient copies for all the
      Banks:

      (i)   its opening balance sheet;

      (ii)  as soon as the same are available (and in any event within 180 days
            of the end of each of its financial years) the consolidated audited
            financial statements of the Guarantor for that financial year; and

      (iii) as soon as the same are available (and in any event within 90 days
            of the end of each of its financial half-years and within 120 days
            of the end of each of its financial years) the consolidated
            unaudited financial statements of the Guarantorfor that financial
            half-year.

(b)   The Borrower shall supply to the Agent in sufficient copies for all the
      Banks:

      (i)   as soon as the same are available (and in any event within 180 days
            of the end of each of its financial years) its audited financial
            statements for that financial year; and

      (ii)  as soon as the same are available (and in any event within 90 days
            of the end of each of its financial half-years) its unaudited
            financial statements for that financial half-year.

(c)   All accounts (audited and unaudited) delivered under Clause 17.3(a) and
      (b) (Financial information) will:

      (i)   be prepared by a reputable accounting firm in accordance with all
            applicable laws and GAAP principles and practices consistently
            applied;

      (ii)  fairly represent the financial condition of the Guarantor and the
            Borrower at the date of those accounts and of its profit for the
            period for which those accounts relate; and

      (iii) fully disclose or reserve against all significant liabilities of the
            Guarantorand the Borrower.

    17.4 INFORMATION PROVIDED TO BE ACCURATE

      All financial and other information provided by or on behalf of the
      Borrower under or in connection with any Finance Document will be true and
      not misleading in any material respect and will not omit any material
      fact.

<PAGE>
                                       39

    17.5 INFORMATION - MISCELLANEOUS

      The Borrower shall supply to the Agent:

      (a)   promptly upon becoming aware of them, details of any litigation,
            arbitration or administrative proceedings which are current,
            threatened or pending;

      (b)   promptly upon receipt thereof, a copy of any notice received by the
            Borrower from the Time Charterer or any other Charterer of any
            failure of the Borrower or any other Charterer to exercise due
            diligence under the Time Charter or any other Charter, together with
            details from time to time of any and all action being taken to
            remedy the same; and

      (c)   promptly, such further information in its possession or control
            regarding its business, affairs or financial condition as any
            Finance Party may through the Agent from time to time reasonably
            request,

      in sufficient copies for all of the Banks, if the Agent so requests.

    17.6 NOTIFICATION OF DEFAULT

      The Borrower shall notify the Agent of any Default (and the steps, if any,
      being taken to remedy it) promptly upon becoming aware of the same.

    17.7 COMPLIANCE CERTIFICATES

(a)   The Borrower shall supply to the Agent:

      (i)   together with the accounts specified in Clause 17.3(a) and (b)
            (Financial information); and

      (ii)  promptly at any other time, if the Agent so requests,

      a certificate, in the form of Schedule 7 (Form of Compliance Certificate),
      signed by the chief executive officer or two of its senior officers on its
      behalf certifying that no Default has occurred and is continuing, is
      outstanding or, if a Default is outstanding, specifying the Default and
      the steps, if any, being taken to remedy it.

(b)   The Borrower shall procure that the Guarantor provides, promptly at the
      end of each of its financial quarters, a certificate in the agreed form,
      signed by its chief executive officer or two of its senior officers on its
      behalf certifying that no Default in respect of Clause 19 has occurred and
      is continuing.

    17.8 AUTHORISATIONS

      The Borrower shall promptly:

      (a)   obtain, maintain and comply with the terms of; and

      (b)   supply certified copies to the Agent of,

<PAGE>
                                       40

      any authorisation, consent, registration, filing, notarisation and the
      like required under any Applicable Law or regulation to enable it to
      perform its obligations under, or for the validity or enforceability of,
      any Finance Document.

    17.9 PARI PASSU RANKING

      The Borrower shall procure that its obligations under the Finance
      Documents rank and will rank at least pari passu with all its other
      present and future unsecured obligations, except for obligations which are
      mandatorily preferred by law.

    17.10 DISPOSALS

      The Borrower shall not, either in a single transaction or in a series of
      transactions, whether related or not or whether voluntary or involuntary,
      sell, transfer, grant or lease or otherwise dispose of all or a material
      part of its assets.

    17.11 BUSINESS

(a)   The Borrower shall not carry on any business other than the ownership,
      operation and employment of the Vessel and other activities connected with
      or reasonably incidental to that business.

(b)   The Borrower will maintain its place of business, and keep its corporate
      documents and records, at the address stated at the commencement of this
      Agreement; and the Borrower will not establish, or do anything as a result
      of which it would be deemed to have, a place of business in any country
      other than Spain.

    17.12 LIABILITIES

      The Borrower will not:

      (a)   make any loans or grant any credit other than any such loan or
            credit granted to any member of the Group; or

      (b)   make or hold any investments otherwise than in the ordinary course
            of its business referred to in Clause 17.11 (Business).

    17.13 SECURITY INTERESTS

      The Borrower shall not create or permit to subsist any Security Interest
      over the Vessel or the Earnings or Obligatory Insurances or any other
      Security Assets or any Related Contract other than:

      (a)   Permitted Liens; or

      (b)   with the prior written consent of all of the Banks.

    17.14 LIMITATION ON FINANCIAL INDEBTEDNESS

      The Borrower will not incur any Financial Indebtedness other than
      Financial Indebtedness:

<PAGE>
                                       41

      (a)   under the Finance Documents; or

      (b)   arising in the ordinary course of operation of the Vessel in an
            aggregate amount not exceeding US$250,000, provided that such
            amounts are paid when due or, if not paid when due are being
            disputed in good faith by appropriate proceedings (and for the
            payment of which adequate reserves or security are at the relevant
            time maintained or provided), provided further that such
            proceedings, whether by payment of adequate security into Court or
            otherwise, do not give rise to a material risk of the Vessel or any
            interest therein being seized, sold, forfeited or otherwise lost or
            of criminal liability on the Agent or any of the Banks; or

      (c)   consisting of any guarantee or indemnity required by any protection
            and indemnity or war risks club or association to be given by the
            Borrower; or

      (d)   under any loan or credit facility granted to the Borrower by any
            member of the Group, which is unsecured and fully subordinated to
            the Facility, the principal terms of which are notified to the Agent
            by the Borrower in writing prior to the granting of the relevant
            Facility.

      The Borrower shall, upon a request being made by the Agent, provide the
      Agent with such further information as the Agent may reasonably require in
      connection with any loan or credit facility granted or to be granted to
      the Borrower pursuant to Clause 17.14(d) above.

    17.15 MERGERS

      The Borrower shall not enter into any amalgamation, demerger, merger or
      reconstruction.

    17.16 LEFT INTENTIONALLY BLANK

    17.17 SECURITY

      The Borrower:

      (a)   will procure that the Mortgage is, on execution, and continues to
            be, registered under Spanish law as a first priority mortgage;

      (b)   will procure that any other security conferred by it under any
            Security Document is maintained and perfected and registered with
            the relevant authorities;

      (c)   at its own cost, do all that it can to ensure that any Finance
            Document validly creates the obligations and Security Interests
            which it purports to create; and

      (d)   without limiting the generality of paragraph (a) above, at its own
            cost, promptly register, file, record or enrol any Finance Document
            with any court or authority, pay any stamp, registration or similar
            tax payable in respect of any Finance Document, give any notice or
            take any other step which, in the reasonable opinion of the Agent,
            is or has become necessary or desirable for any Finance Document to
            be valid, enforceable or admissible in evidence or to ensure or
            protect the priority of any Security Interest which it creates.

<PAGE>
                                       42

    17.18 CHARTERS WITH AFFILIATED COMPANIES

      The Borrower will not subject the Vessel to any Charter in favour of any
      company affiliated with it unless that company has previously agreed in
      writing to subordinate its interests under such Charter in a form
      satisfactory to the Majority Banks.

    17.19 DELIVERY OF VESSEL

      The Borrower shall not accept delivery of the Vessel from the Builder
      unless and until either:

      (a)   the Time Charterer has accepted the Vessel pursuant to the terms of
            the Time Charter; or

      (b)   it is required to do so by a ruling resulting from an arbitration
            pursuant to the terms of the Newbuilding Contract.

    17.20 REGISTRATION OF THE VESSEL

      The Borrower will:

      (a)   procure and maintain with effect from the Delivery Date the valid
            and effective registration of the Vessel in the Canary Islands under
            the laws of Spain and flag of Spain (or such other laws and flag of
            like standing and acceptable to the Majority Banks as the Agent
            (acting in accordance with the instructions of the Majority Banks)
            may permit (such permission not to be unreasonably withheld)) and
            ensure nothing is done or omitted by which the registration of the
            Vessel would or might be defeated or imperilled; and

      (b)   not change the name or port of registration of the Vessel without
            the consent of the Agent (acting in accordance with the instructions
            of the Majority Banks) (such consent not to be unreasonably
            withheld).

    17.21 CLASSIFICATION AND REPAIR

      The Borrower will at all times after the Delivery Date:

      (a)   ensure that the Vessel is surveyed from time to time as required by
            the classification society in which the Vessel is for the time being
            entered and maintain and preserve the Vessel in good working order
            and repair, ordinary wear and tear excepted, and in any event in
            such condition as will entitle her to the classification of I 3/3 E+
            Liquefied gas carrier/LNG, Ship type 2G (membrane tank, 0.25 bar,
            -163 degrees C 500 kg/m(3)), deep sea, oH, AUT, PORT, ETA, CNC-1
            with Lloyd's Register of Shipping (or to the equivalent
            classification in another internationally recognised classification
            society of like standing), free of all overdue requirements and
            recommendations of that classification society;

      (b)   procure that all repairs to or replacement of any damaged, worn or
            lost parts or equipment shall be effected in such manner (both as
            regards workmanship and quality of materials) as not to diminish the
            value of the Vessel;

      (c)   not remove any material part of the Vessel, or any item of equipment
            installed on the Vessel unless the part or item so removed is
            forthwith replaced by a suitable part or

<PAGE>
                                       43

            item which is in the same condition as or better condition than the
            part or item removed, is free from any Security Interest or any
            right in favour of any person other than the Agent and becomes on
            installation on the Vessel the property of the Borrower and subject
            to the security constituted by the relevant Security Document(s)
            provided that the Borrower may install and remove equipment owned by
            a third party if the equipment can be removed without any risk of
            damage to the Vessel;

      (d)   ensure that the Vessel complies with all laws, regulations and
            requirements (statutory or otherwise) from time to time applicable
            to vessels registered under the laws and flag of Spain; and

      (e)   not without the prior written consent of the Agent (acting on the
            instructions of the Majority Banks) (such consent not to be
            unreasonably withheld) cause or permit to be made any substantial
            change in the structure, type or performance characteristics of the
            Vessel.

    17.22 LAWFUL AND SAFE OPERATION

      The Borrower will at all times after the Delivery Date:

      (a)   not cause or permit the Vessel to be operated in any manner contrary
            to the laws, regulations, treaties and conventions (and all rules
            and regulations issued thereunder) from time to time applicable to
            the Vessel;

      (b)   subject to compliance by the Borrower with the terms of the Time
            Charter, not cause or permit the Vessel to trade with or within the
            territorial waters of any country in which her safety may be
            imperilled;

      (c)   subject to compliance by the Borrower with the terms of the Time
            Charter, not cause or permit the Vessel to be employed in any manner
            which will or may render her liable to requisition, confiscation,
            forfeiture, seizure, destruction or condemnation as prize;

      (d)   ensure that the Vessel is not employed in any trade or business
            which is forbidden by international law or is illicit or is carrying
            illicit or prohibited goods;

      (e)   subject to compliance by the Borrower with the terms of the Time
            Charter, in the event of hostilities in any part of the world
            (whether war be declared or not) ensure that the Vessel is not
            employed in carrying any contraband goods and that she does not
            trade in any zone after it has been declared a war zone by any
            authority or by the Vessel's war risks insurers unless the Vessel's
            insurers shall have confirmed to the Borrower that the Vessel is
            held covered under the Obligatory Insurances for the voyage(s) in
            question; and

      (f)   not charter the Vessel to or permit the Vessel to serve under any
            contract of affreightment with any foreign country or national of
            any foreign country which is specified by legislation or regulations
            of the United States of America or any other jurisdiction in which a
            Bank's Facility Office is located and such that, if the Earnings or
            any part of Earnings were derived from such charter or
            affreightment, that fact
<PAGE>

                                       44

            would render any Finance Document or the security conferred by the
            Security Documents unlawful.

   17.23 REPAIR OF THE VESSEL

      The Borrower will not at any time after the Delivery Date put the Vessel
      into the possession of any person for the purpose of work being done upon
      her beyond the amount of US$2,500,000 (or equivalent), other than for
      classification or scheduled dry docking unless such person shall have
      given an undertaking to the Agent not to exercise any lien on the Vessel
      or her Earnings or Obligatory Insurances for the cost of that work or
      otherwise.

   17.24 ARRESTS AND LIABILITIES

      The Borrower will at all times after the Delivery Date:

      (a)   pay and discharge all obligations and liabilities whatsoever which
            have given or may give rise to liens (other than liens arising in
            the ordinary course of operation of the Vessel in each case for
            amounts the payment of which is not yet due or, if due and payable,
            is being disputed in good faith by appropriate proceeding (and for
            the payment of which adequate reserves have been provided or are and
            continue to be available)) on or claims enforceable against the
            Vessel and take all other steps necessary to prevent a threatened
            arrest of the Vessel;

      (b)   notify the Agent promptly in writing of the levy of any distress on
            the Vessel or her arrest, detention, seizure, condemnation as prize,
            compulsory acquisition or requisition for title or use and (save in
            the case of compulsory acquisition or requisition for title or use)
            obtain her release within 14 days;

      (c)   pay and discharge when due all dues, taxes, assessments,
            governmental charges, fines and penalties lawfully imposed on or in
            respect of the Vessel or the Borrower; and

      (d)   pay and discharge all other obligations and liabilities whatsoever
            in respect of the Vessel, the Earnings, the Obligatory Insurances
            and any Charter.

   17.25 RELATED CONTRACTS

      The Borrower shall not take any action, enter into any document or
      agreement or omit to take any action or to enter into any document or
      agreement which would, or could reasonably be expected to, cause any
      Related Contract to cease to remain in full force and effect and shall use
      all reasonable endeavours to procure that each other party to any Related
      Contract does not take any action, enter into any document or agreement or
      omit to take any action or to enter into any document or agreement which
      would, or could reasonably be expected to, cause any Related Contract to
      cease to remain in full force and effect.

   17.26 ENVIRONMENT

      The Borrower shall at all times after the Delivery Date:

      (a)   comply with all applicable Environmental Laws including, without
            limitation, requirements relating to the establishment of financial
            responsibility (and shall require that all Environmental Affiliates
            of the Borrower comply with all applicable Environmental Laws and
            obtain and comply with all required Environmental

<PAGE>

                                       45

            Approvals, which Environmental Laws and Environmental Approvals
            relate to any of the Vessel or her operation or her carriage of
            cargo); and

      (b)   promptly upon the occurrence of any of the following events, provide
            to the Agent a certificate of an officer of the Borrower or of the
            Borrower's agents specifying in detail the nature of the event
            concerned:

            (i)   the receipt by the Borrower or any Environmental Affiliate
                  (where the Borrower has knowledge of the receipt) of any
                  Environmental Claim; or

            (ii)  any (or any potential) Release of Materials of Environmental
                  Concern.

   17.27 INFORMATION REGARDING THE VESSEL

      The Borrower will at all times after the Delivery Date:

      (a)   promptly notify the Agent of the occurrence of any accident,
            casualty or other event which has caused or resulted in or may cause
            or result in the Vessel being or becoming a Total Loss;

      (b)   promptly notify the Agent of any requirement or recommendation made
            by any Insurer or classification society or by any competent
            authority which is not complied with in a timely manner;

      (c)   promptly notify the Agent of any intended dry docking of the Vessel;

      (d)   promptly notify the Agent of any Environmental Claim being made in
            connection with the Vessel or its operation;

      (e)   promptly notify the Agent of any claim for breach of the ISM Code
            being made in connection with the Vessel or its operation;

      (f)   give to the Agent from time to time on request such information as
            the Agent may require regarding the Vessel, her employment, position
            and engagements;

      (g)   provide the Agent on request with copies of the classification
            certificate of the Vessel and of all periodic damage or survey
            reports on the Vessel;

      (h)   promptly furnish the Agent with full information of any casualty or
            other accident or damage to the Vessel involving an amount in excess
            of US$2,500,000 (or equivalent);

      (i)   give to the Agent and its duly authorised representatives reasonable
            access to the Vessel for the purpose of conducting on board
            inspections and/or surveys of the Vessel and pay the reasonable
            expenses incurred by the Agent in connection with the inspections
            and/or surveys provided that, unless a Default has occurred and is
            continuing, such inspections and/or surveys shall not take place at
            the expense of the Borrower other than at dry docking and the Agent
            shall co-operate with the Borrower in respect of the timing for and
            the place where such surveys take place in order to minimise
            disruption to the activities of the Vessel; and

<PAGE>

                                       46

      (j)   if the Agent reasonably believes an Event of Default may have
            occurred, furnish to the Agent from time to time upon reasonable
            request certified copies of the ship's log in respect of the Vessel.

   17.28 PROVISION OF FURTHER INFORMATION

      The Borrower will, as soon as practicable following receipt of a request
      by the Agent, provide the Agent with any additional or further financial
      or other information relating to the Borrower, the Vessel, the Earnings,
      the Obligatory Insurances, any Charter or to any other matter relevant to,
      or to any provision of, a Finance Document.

   17.29 MANAGEMENT

(a)   The Borrower will ensure that at all times after the Delivery Date the
      Vessel is managed by:

      (i)   the Borrower on terms approved by the Agent; or

      (ii)  a substitute Manager, pursuant to a Vessel Management Contract and
            subject to provision of the Vessel Management Assignment.

(b)   The Borrower will not terminate other than on the Technical Management
      Expiry Date, amend or agree to any amendment to a Vessel Management
      Contract, and will procure that a Manager doesn't terminate other than on
      the Technical Management Expiry Date, amend or agree to any amendment to a
      Technical Management Agreement, without the prior written consent of the
      Agent (acting on the instructions of the Majority Banks).

(c)   The Borrower agrees that the Agent (acting on the instructions of the
      Majority Banks) shall be entitled to require the Borrower to terminate any
      existing Vessel Management Contract and/or procure that a Manager
      terminates any existing Technical Management Agreement and to enter into a
      replacement Vessel Management Contract with a replacement Manager and/or
      procure that a Manager enters into a replacement Technical Management
      Agreement with a replacement Technical Manager, in each case selected or
      approved by the Agent (acting on the instructions of the Majority Banks)
      in the event of:

      (i)   any of the circumstances set out in Clause 3(d) (Duty to maintain)
            of the Time Charter arising;

      (ii)  an occurrence which has a Material Adverse Effect in relation to the
            Borrower or the Guarantor; or

      (iii) the occurrence of an Event of Default.

      For the purposes of this paragraph (c), the Majority Banks agree that each
      of:

      (i)   Teekay Shipping Spain S.L.; and

      (ii)  Dorchester Maritime Limited,

      are pre-approved as replacement Managers unless and to the extent that
      they are the Manager under the existing Vessel Management Contract or the
      Technical Management Contract which the Agent requires the Borrower to
      terminate.

<PAGE>

                                       47

(d)   The Borrower shall not sub-contract its responsibilities for the
      maintenance and/or operation of the Vessel and shall procure that no other
      Manager shall subcontract its responsibilities under a Vessel Management
      Contract (other than to a Technical Manager under a Technical Management
      Agreement) unless:

      (i)   the Agent (acting on the instructions of the Majority Banks and
            taking into account the economics of the Time Charter and the
            duration of successful operation of the Vessel by the Manager) gives
            its prior written consent to such subcontracting; and

      (ii)  the Borrower or, as the case may be, the existing Manager remains
            solely responsible for its obligations in connection with the
            maintenance and/or operation of the Vessel (in the case of the
            Borrower) or under the existing Vessel Management Contract (in the
            case of the existing Manager).

(e)   In the event of the termination for any reason or the expiration
      (howsoever described) of either or both of a Vessel Management Contract or
      a Technical Management Agreement, the Borrower will enter into an
      agreement to replace such agreement with either:

      (i)   a member of the Group; or

      (ii)  a counterparty approved by the Agent,

      in each case in a form and content approved by the Agent within thirty
      days of such termination.

(f)   In the event of an event of default (howsoever described) under a Vessel
      Management Contract or a Technical Management Agreement, the Borrower will
      enter into an agreement to replace such agreement with either a member of
      the Group or a counterparty, in each case to be approved by the Agent and
      in a form and content approved by the Agent within thirty days of such
      termination.

(g)   In the event the Borrower does not enter into any such replacement
      agreement pursuant to Clause 17.29(a) or (b) within such thirty day
      period, the Agent (acting on the instructions of the Majority Banks) shall
      be entitled, but not obliged, to enter into any such replacement agreement
      on the Borrower's behalf.

(f)   Notwithstanding the preceding provisions of this Clause 17.29, the
      Borrower:

      (i)   shall not agree that any party other than Dorchester Maritime
            Limited may be a Technical Manager; and

      (ii)  may not terminate the initial Technical Management Agreement,

      in each case without the prior written consent of the Agent (acting on the
      instructions of the Majority Banks).

<PAGE>

                                       48

   17.30 PROCEEDS FROM SALE OR TOTAL LOSS OF THE VESSEL

(a)   The Borrower will ensure that the proceeds from the sale or Total Loss of
      the Vessel are immediately upon receipt by the Borrower applied in
      prepayment of the Loan in accordance with Clause 7 (Prepayment and
      cancellation).

(b)   The Finance Parties agree that the Agent shall release the Vessel from the
      Mortgage if the Agent is reasonably satisfied that the proceeds of sale of
      the Vessel are immediately to be applied in accordance with paragraph (a)
      above and that such proceeds will be sufficient to discharge all of the
      Borrower's payment obligations under this Agreement.

   17.31 CHARTERS

(a)   The Borrower will not let the Vessel:

      (i)   on demise charter for any period;

      (ii)  on any time or consecutive voyage charter for a term which exceeds
            or which could by virtue of any optional extensions exceed 12
            months' duration (unless the Borrower provides evidence to the
            satisfaction of the Majority Banks that it will be able to meet all
            its payment obligations under the Finance Documents during that
            term);

      (iii) on terms whereby more than six months' hire is payable in advance;
            or

      (iv)  otherwise than on arm's-length terms,

      in each case without the consent of the Agent (acting on the instructions
      of the Majority Banks). For the avoidance of any doubt, this Clause
      17.31(a) shall not apply to the Time Charter or in respect of any joint
      service agreements or pooling arrangements which may (with the consent of
      the Majority Banks, such consent not to be unreasonably withheld or
      delayed) be entered into by the Borrower in respect of the Vessel.

(b)   Notwithstanding anything contained in this Clause 17.31:

      (i)   the Borrower shall remain liable under any Charter to perform all
            the obligations assumed by it under that Charter;

      (ii)  the Finance Parties shall not be under any obligations or liability
            under any Charter or liable to make any payment under that Charter;
            and

      (iii) the Finance Parties shall not be obliged to enforce against any
            charterer or shipper any term of any Charter, or to make any
            enquiries as to the nature or sufficiency of any payment received by
            a Finance Party.

(c)   The Borrower will not agree to any amendment or supplement to, or waive or
      fail to enforce any right under, any Charter or any of its provisions
      without the prior written consent of the Agent (acting on the instructions
      of the Majority Banks).

   17.32 LEFT INTENTIONALLY BLANK

<PAGE>

                                       49

   17.33 EARNINGS ACCOUNT

      The Borrower:

      (a)   prior to or on the Delivery Date will open, deposit US$1 in and
            thereafter maintain an Earnings Account with JPMorgan Chase Bank,
            N.A. for the purpose of receiving the Earnings of the Vessel;

      (b)   will procure that any and all Earnings of the Vessel are paid
            directly into the Earnings Account or as the Agent may from time to
            time direct;

      (c)   upon the occurrence of an Event of Default, gives to the Agent
            authority to withdraw amounts from the Earnings Account for
            application from time to time in or towards the outstanding amounts
            under the Finance Documents in accordance with the terms of the
            Finance Documents; and

      (d)   subject to (c) above, will otherwise be entitled to freely dispose
            of the amounts standing to the credit of the Earnings Account.

   17.34 SHARING OF EARNINGS

      The Borrower shall not:

      (a)   enter into any agreement or arrangement for the sharing of any
            Earnings;

      (b)   enter into any agreement or arrangement for the postponement of any
            date on which Earnings are due; the reduction of the amount of any
            Earnings or otherwise for the release or adverse alteration of any
            right of the Borrower to the Earnings; or

      (c)   enter into any agreement or arrangement for the release of, or
            adverse alteration to, any guarantee or Security Interest relating
            to any Earnings.

   17.35 DISBURSEMENT ACCOUNT

      The Borrower:

      (a)   prior to the Delivery Date will open, deposit US$1 therein and
            thereafter maintain a Disbursement Account with JPMorgan Chase Bank,
            N.A. for the purpose of crediting to it proceeds of Loans pursuant
            to the terms and conditions of this Agreement;

      (b)   in relation to the Vessel at any time and from time to time upon the
            written request of the Agent will execute and deliver any and all
            such further instruments and documents as the Agent may reasonably
            require for the purpose of obtaining the full benefit of the
            assignment of the Disbursement Account to be effected by the General
            Assignment and of the rights and powers granted under the General
            Assignment; and

      (c)   may not withdraw any amounts from the Disbursement Account other
            than in accordance with the provisions of Clause3.1 (Purpose).

<PAGE>

                                       50

   17.36 LEFT DELIBERATELY BLANK

   17.37 LEFT DELIBERATELY BLANK

   17.38 SCOPE OF OBLIGATORY INSURANCES

      The Borrower will:

      (a)   at all times up to and including the Delivery Date:

            (i)   procure that the Builder effects and maintains the
                  Pre-delivery Insurance, and procure that the Agent's name is
                  endorsed on the policies of all Pre-delivery Insurance as
                  additional insured and loss payee; and

            (ii)  maintain in full force and effect Permissible Delays
                  Insurances in an amount equal to at least US$100,000 per day
                  and procure that the Agent's name is endorsed on the policies
                  relating to any such insurance as additional insured and loss
                  payee;

      (b)   at all times after the Delivery Date keep the Vessel insured in the
            Required Amount, in Dollars or another approved currency (as
            approved by the Majority Banks) in the name of the Borrower or (if
            the Agent so requires) in the joint names of the Borrower and the
            Agent through brokers approved by the Agent against fire and usual
            marine risks (including hull and machinery and Excess Risks) with
            approved underwriters or insurance companies approved by the Agent
            and by policies in form and content approved by the Agent;

      (c)   at all times after the Delivery Date keep the Vessel insured in the
            Required Amount in the same manner as above against war risks
            (including risks of mines and all risks, whether or not regarded as
            war risks, London Blocking and Trapping Addendum and Lost Vessel
            Clause, excepted by the free of capture and seizure clauses in the
            standard form of Lloyds marine policy) either:

            (i)   with underwriters or insurance companies approved by the Agent
                  and by policies in form and content approved by the Agent; or

            (ii)  by entering the Vessel in an approved war risks association;

      (d)   at all times after the Delivery Date keep the Vessel entered in
            respect of her full value and tonnage in an approved protection and
            indemnity association against all risks as are normally covered by
            such protection and indemnity association (including pollution risks
            and the proportion not recoverable in case of collision under the
            running down clause inserted in the ordinary Lloyds policies), such
            cover for pollution risks to be for:

            (i)   a minimum amount of US$1,000,000,000 or such other amount of
                  cover against pollution risks as shall at any time be
                  comprised in the basic entry of the Vessel with either a
                  protection and indemnity association which is an acceptable
                  member of either the "International Group" of protection and
                  indemnity associations (or any successor organisation
                  designated by the

<PAGE>

                                       51

                  Agent for this purpose) or the International Group (or such
                  successor organisation) itself; or

            (ii)  if the International Group or any such successor ceases to
                  exist or ceases to provide or arrange any cover for pollution
                  risks (or any supplemental cover for pollution risks over and
                  above that afforded by the basic entry of the Vessel with its
                  protection and indemnity association), such aggregate amount
                  of cover against pollution risks as shall be available on the
                  open market and by basic entry with a protection and indemnity
                  association for ships of the same type, size, age and flag as
                  the Vessel,

            provided that, if the Vessel has ceased trading or is in lay up and
            in either case has unloaded all cargo, the level of pollution risks
            cover afforded by ordinary protection and indemnity cover available
            through a member of the International Group or such successor
            organisation or, as the case may be, on the open market in such
            circumstances shall be sufficient for such purposes;

      (e)   at all times after the Delivery Date maintain in full force and
            effect off-hire insurance in respect of the Vessel with underwriters
            or insurance companies approved by the Agent and by policies in form
            and content approved by the Agent and, at a minimum, insuring for
            off-hire periods of between 60 and 300 days per incident. The
            Borrower undertakes to procure (in consultation with the Arranger) a
            cover level of 130 per cent. of hire payable under the current
            Charter; and

      (f)   at all times after the Delivery Date, whenever the Vessel is engaged
            in trade connected with Japan and when so required by the Banks,
            maintain in full force and effect social responsibility insurance in
            respect of the Vessel with underwriters or insurance companies
            approved by the Agent and by policies in form and content approved
            by the Agent.

   17.39 MORTGAGEE'S INTEREST AND ADDITIONAL PERILS INSURANCES

      The Agent shall if so authorised by the Majority Banks be entitled from
      time to time to effect, maintain and renew all or any of the following
      insurances in such amounts, on such terms, through such insurers and
      generally in such manner as the Majority Banks may from time to time
      consider appropriate (such insurances not to be placed by the Borrower or
      its brokers (in their capacity as brokers to the Borrower)):

      (a)   a mortgagee's interest marine insurance providing for the
            indemnification of the Finance Parties for any losses under or in
            connection with any Finance Document which directly or indirectly
            result from loss of or damage to the Vessel or a liability of the
            Vessel or the Borrower, being a loss or damage which is prima facie
            covered by an Obligatory Insurance but in respect of which there is
            a non-payment (or reduced payment) by the underwriters by reason of,
            or on the basis of any allegation concerning:

            (i)   any act or omission on the part of the Borrower, of any
                  operator, Charterer, Manager or sub-manager of the Vessel or
                  of any officer, employee or agent of the Borrower or of any
                  such person, including any breach of warranty or condition or
                  any non-disclosure relating to such Obligatory Insurance;

<PAGE>

                                       52

            (ii)  any act or omission, whether deliberate, negligent or
                  accidental, or any knowledge or privity of the Borrower any
                  other person referred to in paragraph (i) above, or of any
                  officer, employee or agent of the Borrower or of such a
                  person, including the casting away or damaging of the Vessel
                  and/or the Vessel being unseaworthy; and/or

            (iii) any other matter capable of being insured against under a
                  mortgagee's interest marine insurance policy whether or not
                  similar to the foregoing;

      (b)   where the Vessel is trading into the waters of the United States of
            America or any other jurisdiction which in the future introduces
            unlimited liability regimes, a mortgagee's interest additional
            perils policy providing for the indemnification of the Agent
            against, amongst other things, any possible losses or other
            consequences of any Environmental Claim, including the risk of
            expropriation, arrest or any form of detention of the Vessel, or the
            imposition of any Security Interest over the Vessel and/or any other
            matter capable of being insured against under a mortgagee's interest
            additional perils (pollution) policy whether or not similar to the
            foregoing;

      (c)   charter indemnity insurance,

      and the Borrower shall upon demand fully indemnify the Agent in respect of
      all premiums which are incurred in connection with or with a view to
      effecting, maintaining or renewing any such insurance or dealing with, or
      considering, any matter arising out of any such insurance.

   17.40 OBLIGATORY INSURANCES

      Without prejudice to its obligations under Clause 17.38 (Scope of
      Obligatory Insurances), the Borrower will:

      (a)   not without the prior consent of the Agent alter any Obligatory
            Insurance nor make, do, consent or agree to any act or omission
            which would or might render any Obligatory Insurance invalid, void,
            voidable or unenforceable or render any sum paid out under any
            Obligatory Insurance repayable in whole or in part;

      (b)   not cause or permit the Vessel to be operated in any way
            inconsistent with the provisions or warranties of, or implied in, or
            outside the cover provided by, any Obligatory Insurance or to be
            engaged in any voyage or to carry any cargo not permitted by the
            Obligatory Insurance without first covering the Vessel in the
            Required Amount and her freights for an amount approved by the Agent
            in Dollars or another approved currency with approved insurers;

      (c)   duly and punctually pay all premiums, calls, contributions or other
            sums of money from time to time payable in respect of any Obligatory
            Insurance;

      (d)   renew all Obligatory Insurances at least 14 days before the relevant
            policies or contracts expire and procure that the approved brokers
            and/or war risks and protection and indemnity clubs and associations
            shall promptly confirm in writing to the Agent as and when each
            renewal is effected;

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                                       53

      (e)   forthwith upon the effecting of any Obligatory Insurance, give
            written notice of the insurance to the Agent stating the full
            particulars (including the dates and amounts) of the insurance, and
            on request produce the receipts for each sum paid by it pursuant to
            paragraph (c) above;

      (f)   not settle, compromise or abandon any claim in respect of any Total
            Loss unless the Agent is satisfied that such release, compromise or
            abandonment will not prejudice any of the Banks' interests under or
            in relation to any Finance Document;

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

      (h)   procure that the interest of the Agent and the Banks is noted on all
            policies of insurance;

      (i)   procure that a loss payee provision in the form scheduled to the
            General Assignment and reflecting the provisions of Clause 17.41
            (Application of Insurance Proceeds) is endorsed on all policies of
            insurance;

      (j)   obtain from the relevant insurance brokers P&I Club letters and
            undertakings in the forms scheduled to the General Assignment; and

      (k)   in the event that the Borrower receives payment of any moneys under
            the General Assignment, save as provided in the loss payable clauses
            scheduled to the General Assignment, forthwith pay over the same to
            the Agent and until paid over such moneys shall be held in trust for
            the Agent by the Borrower.

   17.41 APPLICATION OF INSURANCE PROCEEDS

(a)   All sums receivable in respect of the Obligatory Insurances after the
      occurrence of an Event of Default shall be paid to the Agent and the Agent
      shall, unless otherwise instructed by the Majority Banks, apply them in
      accordance with Clause 10.7 (Payments).

(b)   Subject to paragraph (a) above:

      (i)   each sum receivable in respect of a major casualty (being any
            casualty in respect of which the claim or the aggregate of the
            claims exceeds US$2,500,000 (or its equivalent)), other than in
            respect of protection and indemnity risk insurances, shall be paid
            to the Agent; and

      (ii)  the insurance moneys received by the Agent in respect of any such
            major casualty shall be paid:

            (A)   to the person to whom the relevant liability shall have been
                  incurred; or

            (B)   upon the Borrower furnishing evidence satisfactory to the
                  Agent that all loss and damage resulting from the casualty has
                  been properly made good and repaired, to the Borrower or, at
                  the option of the Agent, to the person by whom any repairs
                  have been or are to be effected.

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                                       54

            The receipt of any such person shall be a full and sufficient
            discharge of the same to the Agent.

(c)   Subject to paragraph (a) above, each sum receivable in respect of the
      Obligatory Insurances (insofar as the same are hull and machinery or war
      risks insurances) which does not exceed US$2,500,000 or its equivalent
      shall be paid in full to the Borrower or to its order and shall be applied
      by it for the purpose of making good the loss and fully repairing all
      damage in respect of which the receivable shall have been collected.

(d)   Subject to paragraph (a) above, each sum receivable in respect of the
      Permissible Delay Insurances shall be paid to the Borrower and shall be
      applied by it in satisfaction of its obligation to pay liquidated damages
      for delay to the Time Charterer under the Time Charter.

(e)   Subject to paragraph (a) above, each sum receivable in respect of
      protection and indemnity risk Obligatory Insurances shall be paid direct
      to the person to whom the liability, to which that sum relates, was
      incurred, or to the Borrower in reimbursement to it of moneys expended in
      satisfaction of such liability.

(f)   Notwithstanding any other provision in this Clause 17.41, all sums
      receivable in respect of Obligatory Insurances relating to a Total Loss
      shall be applied in accordance with Clause 17.30(a) (Proceeds from sale or
      Total Loss of the Vessel).

   17.42 POWER OF AGENT TO INSURE

      If the Borrower fails to effect and keep in force Obligatory Insurances in
      accordance with this Agreement, it shall be permissible, but not
      obligatory, for the Agent to effect and keep in force insurance or
      insurances in the amounts required under this Agreement and entries in a
      protection and indemnity association or club and, if it deems necessary or
      expedient to it, to insure the war risks upon the Vessel, and the Borrower
      will reimburse the Agent for the costs of so doing.

   17.43 ISM CODE

      The Borrower shall:

      (a)   at all times after the Delivery Date comply, and be responsible for
            compliance by itself and by the Vessel, with the ISM Code;

      (b)   at all times after the Delivery Date ensure that:

            (i)   the Vessel has a valid Safety Management Certificate;

            (ii)  the Vessel is subject to a safety management system which
                  complies with the ISM Code; and

            (iii) it, or the Manager from time to time, has a valid Document of
                  Compliance for the Vessel, which it holds on board the Vessel,

            and shall deliver to the Agent, on or before the Delivery Date, a
            copy for each Bank of a valid Safety Management Certificate and a
            valid Document of Compliance in

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                                       55

            respect of the Vessel, in each case duly certified by an officer of
            the Borrower or of the Manager from time to time;

      (c)   promptly notify the Agent of any actual or, upon becoming aware of
            the same, threatened withdrawal of an applicable Safety Management
            Certificate or Document of Compliance;

      (d)   promptly notify the Agent 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

      (e)   promptly upon becoming aware of the same notify the Agent of the
            occurrence of any accident or major non-conformity requiring action
            under the ISM Code.

   17.44 NO AMENDMENT TO RELATED CONTRACTS

(a)   The Borrower shall not amend or agree to any amendment to the Related
      Contracts without the prior written consent of:

      (i)   in respect of the Obligatory Insurances, the Agent;

      (ii)  (subject to sub-paragraph (iii) below), in respect of the Related
            Contracts (other than the Obligatory Insurances), the Agent (acting
            on the instructions of the Majority Banks); and

      (iii) in respect of any material amendment to the Newbuilding Contract,
            the Time Charter, the Refund Guarantee and/or the Performance
            Guarantee (including, without limitation, any amendment to the
            Newbuilding Contract which has the effect of extending the date of
            delivery of the Vessel under the Newbuilding Contract beyond two
            hundred and thirty (230) days after the Expected Delivery Date), the
            Agent (acting on the instructions of all of the Banks).

      (such consent not to be unreasonably withheld).

(b)   In the event the date of delivery of the Vessel is delayed for two hundred
      and thirty (230) days beyond the Expected Delivery Date, the Borrower
      shall, if required in writing to do so by the Agent, terminate the
      Newbuilding Contract in accordance with the provisions of Article VIII(4)
      and Article X of the Newbuilding Contract.

   17.45 PRE-APPROVAL OF MORTGAGE

      In the event the Registrar of Ships in the Canary Islands requires any
      amendment to be made to the form of Mortgage set out in Appendix A for the
      purpose of pre-approval of the same, the Borrower authorises the Agent to
      agree such amendments as are required to obtain such pre-approval.

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                                       56

18.   VALUATION

   18.1 VALUATION

      For the purposes of this Clause 18:

      (a)   the value of the Vessel shall be the mean average of two valuations
            each certified in Dollars and carried out by two of the Approved
            Valuers, one selected by the Agent and one selected by the Borrower
            (or by the Agent if the Borrower does not make a selection within
            five (5) Business Days of being requested to do so by the Agent) and
            both reporting to the Agent on the basis of sale for prompt delivery
            of the Vessel for cash (free of Security Interests) at arm's-length
            on normal commercial terms as between willing seller and buyer;

      (b)   any valuation shall be on a without Charter basis; and

      (c)   there shall be deducted from any value or valuation the amount which
            is owing and might become owing and which is secured on the asset
            concerned by any prior or equal ranking Security Interest (other
            than in favour of the Finance Parties to secure the Secured
            Liabilities).

   18.2 DELIVERY OF VALUATIONS

(a)   The Borrower will from the Delivery Date procure one valuation of the
      Vessel per annum from two of the Approved Valuers prepared in accordance
      with Clause 18.1 (Valuation).

(b)   The Borrower will procure in favour of the Agent on behalf of the Finance
      Parties and the Approved Valuers all such information, facilities and
      rights of inspection as they may reasonably (having regard to the use and
      operation of the Vessel under charter) require in order to effect such
      valuations.

(c)   All valuations shall be at the expense of the Borrower.

(d)   If an Event of Default has occurred and is continuing, the Borrower shall
      be liable to pay for up to five valuations of the Vessel (one from each of
      the Approved Valuers) under Clause 18.2(a) in any one calendar year.

(e)   Any valuation under this Clause 18 shall be binding and conclusive as
      regards the Borrower.

19.   DEFAULT

   19.1 EVENTS OF DEFAULT

      Each of the events set out in Clauses 19.2 (Non-Payment) to 19.18
      (Litigation) (inclusive) is an Event of Default (whether or not caused by
      any reason whatsoever outside the control of the Borrower or any other
      person).

   19.2 NON-PAYMENT

      The Borrower does not pay on the due date any amount of principal or
      interest payable by it under the Finance Documents at the place at and in
      the currency in which it is expressed to be payable, or (where no grace
      period is specified in this Agreement) any other amount

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                                       57

      payable by it under the Finance Document is not paid within two Business
      Days of the due date (in the case of an amount due on demand, the due date
      is the date of the demand) at the place and in the currency in which it is
      expressed to be payable.

   19.3 BREACH OF SPECIFIC OBLIGATIONS

      The Borrower does not comply with any of its obligations under Clause
      17.38 (Scope of Obligatory Insurances) or Clause 17.41 (Obligatory
      Insurances).

   19.4 BREACH OF OTHER OBLIGATIONS

      The Borrower or the Guarantor does not comply with any provision of the
      Finance Documents (other than those referred to in Clause 19.2
      (Non-Payment) or Clause 19.3 (Breach of specific obligations)) and that
      failure to comply is, if capable of remedy within 15 days, not remedied
      within 15 days of the earlier of:

      (a)   the Agent notifying the Borrower or the Guarantor of that failure;
            and

      (b)   the Borrower or the Guarantor becoming aware of the same;

      or, if the default is capable of remedy but not within the said period of
      15 days, in the opinion of the Agent, the Borrower or, as the case may be,
      the Guarantor, fails within the said period of 15 days to exercise due
      diligence in taking steps to remedy the default in question at the
      earliest practicable opportunity.

   19.5 MISREPRESENTATION

(a)   A representation, warranty or statement made or repeated in or in
      connection with any Finance Document or in any document delivered by or on
      behalf of the Borrower or the Guarantor under or in connection with any
      Finance Document is incorrect in any material respect when made or deemed
      to be made or repeated.

(b)   If the failure or omission giving rise to the misrepresentation under
      paragraph (a) above is capable of remedy, that failure or omission is not
      remedied within 14 days of the earlier of:

      (i)   the Agent notifying the Borrower or the Guarantor of the failure or
            omission; and

      (ii)  the Borrower or the Guarantor becoming aware of the same.

   19.6 REGISTRATION OF MORTGAGE

      The Mortgage is not approved by the Registrar of Ships in the Canary
      Islands and fully and effectively registered in accordance with the laws
      of Spain within 60 days of the date of filing of the Mortgage.

   19.7 CROSS-DEFAULT

(a)   Any Financial Indebtedness of the Borrower or the Guarantor is not paid
      when due (or within any applicable grace period) or if it falls within
      Clause 17.14(c) (Limitation on Financial Indebtedness), is not being
      disputed in accordance with Clause 17.14(c) (Limitation on Financial
      Indebtedness);

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                                       58

(b)   an event of default howsoever described occurs under any document relating
      to any Financial Indebtedness of the Borrower or the Guarantor;

(c)   any guarantee of Financial Indebtedness given by the Borrower or the
      Guarantor is not honoured when due and called upon or within five Business
      Days thereafter;

(d)   any Security Interest securing Financial Indebtedness over any asset of
      the Borrower or the Guarantor is enforced;

(f)   the Borrower or the Guarantor is in default or breach under any of the
      Related Contracts (other than a default or breach of the Newbuilding
      Contract or the Time Charter which arises solely as a result of a
      suspension of advances pursuant to Clause 12.3 (Suspension of drawdowns))
      or any of the Related Contracts is otherwise terminated or ceases to be in
      full force and effect or becomes illegal or unenforceable, and in the case
      of a Technical Management Agreement or a Vessel Management Contract, is
      not replaced in accordance with the provisions of Clause 17.29(e)
      (Management); or

(g)   the Guarantor or any Affiliate of the Guarantor is in default (howsoever
      described) or breach of any material liability or obligation under any:

      (i)   Charter or other contract for the employment of; and/or

      (ii)  agreement relating to any Financial Indebtedness in relation to,

      a vessel under the management of the Guarantor or any Affiliate of the
      Guarantor.

   19.8 INSOLVENCY

(a)   The Borrower or the Guarantor is, or is deemed for the purposes of any law
      to be, unable to pay its debts as they fall due or to be insolvent, or
      admits inability to pay its debts as they fall due;

(b)   the Borrower or the Guarantor makes a general assignment for the benefit
      of its creditors; or

(c)   the Borrower or the Guarantor, other than by reason of a voluntary
      restructuring approved in advance by the Agent (acting on the instructions
      of the Majority Banks), begins negotiations with one or more of its
      creditors for readjustment or rescheduling of any of its Financial
      Indebtedness.

   19.9 INSOLVENCY PROCEEDINGS

(a)   The Borrower or the Guarantor applies for the declaration of insolvency
      ("concurso") or consents to the appointment of a receiver, administrator,
      trustee, liquidator or similar officer of itself or of all or a material
      part of its assets, or if a third party applies for the insolvency of the
      Borrower or the Guarantor.

(b)   Any petition, application, proposal or order is made or resolution passed
      or proposed for the liquidation, administration, winding-up, bankruptcy or
      dissolution of the Borrower or the Guarantor or for a moratorium on any of
      its debts.

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                                       59

   19.10 APPOINTMENT OF RECEIVERS AND MANAGERS

(a)   Any liquidator, trustee in bankruptcy, judicial custodian, compulsory
      manager, receiver, administrative receiver, administrator or the like is
      appointed in respect of the Borrower or the Guarantor or any substantial
      part of its assets; or

(b)   any other steps are taken to enforce any Security Interest over any
      substantial part of the assets of the Borrower or the Guarantor which
      steps are not discontinued within 30 days or, if not so discontinued, the
      Agent is satisfied and continues to be satisfied that the claim is being
      adequately contested and pursued with due diligence.

   19.11 CREDITORS' PROCESS

      Any attachment, sequestration, distress or execution affects any asset of
      the Borrower or the Guarantor and is not discharged within 14 days of the
      same being so levied or sued out.

   19.12 ANALOGOUS PROCEEDINGS

      There occurs, in relation to the Borrower or the Guarantor any event
      analogous to or having a substantially similar effect to any of the events
      specified in Clauses 19.8 to 19.11 inclusive under the laws of any
      applicable jurisdiction.

   19.13 CESSATION OF BUSINESS

      The Borrower or the Guarantor ceases to carry on all or a substantial part
      of its business.

   19.14 CHANGE OF CONTROL

      Any single person, or group of persons acting in concert, acquires direct
      or indirect control of the Borrower or the Guarantor. For the purposes of
      this Clause 19.14 "control" means ownership of more than fifty per cent.
      of the voting share capital of the Borrower or the Guarantor or such
      direct or indirect ownership so as to be able to direct its policies or
      management by contract.

   19.15 UNLAWFULNESS

      It is or becomes unlawful for:

      (a)   the Borrower or the Guarantor to perform any of the material terms
            of the Finance Documents; or

      (b)   a Finance Party to exercise any material right or power vested in it
            under any Finance Document.

   19.16 MATERIAL ADVERSE CHANGE

      Any event or series of events occurs after the date of this Agreement
      which could reasonably be expected to have a Material Adverse Effect
      unless that event or series of events is remediable and is remedied within
      14 days of its occurrence provided that, without prejudice to any action
      already taken by the Finance Parties in accordance with this Agreement,
      the Event of Default shall cease if, during that 14 days' period, the
      event or series of events ceases to have or ceases to be reasonably likely
      to have a Material Adverse Effect.

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                                       60

   19.17 IMPERILMENT

      Any circumstances occur or are threatened in relation to the state of the
      flag of the Vessel or the jurisdiction or incorporation of the Borrower or
      the Guarantor which would reasonably be expected to imperil the interests
      of the Finance Parties under any Finance Document unless other
      arrangements satisfactory to the Majority Banks are made to remove such
      peril.

   19.18 LITIGATION

      Any litigation, arbitration or administrative procedures are commenced
      against the Borrower or the Guarantor, unless the Borrower or, as the case
      may be, the Guarantor demonstrates to the Agent within 14 days of that
      commencement that the litigation, arbitration or administrative procedures
      are not reasonably likely to be adversely determined or, if so adversely
      determined, could not reasonably be expected to have a Material Adverse
      Effect.

   19.19 ACCELERATION

      On and at any time after the occurrence of an Event of Default and while
      the Event of Default is continuing the Agent (acting on the instructions
      of the Majority Banks) may by notice to the Borrower:

      (a)   cancel the Total Commitments; and/or

      (b)   demand that all or part of the Loans, 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; and/or

      (c)   demand that all or part of the Loans be payable on demand whereupon
            it shall immediately become payable on demand by the Agent.

20.   THE AGENT AND THE FINANCE PARTIES

   20.1 APPOINTMENT AND DUTIES OF THE AGENT

(a)   Each Finance Party (other than the Agent) irrevocably appoints the Agent
      to act as its agent under and in connection with the Finance Documents.

(b)   Each Party appointing the Agent, irrevocably authorises the Agent on its
      behalf to perform the duties and to exercise the rights, powers and
      discretions that are specifically delegated to it under or in connection
      with the Finance Documents, together with any other reasonably incidental
      or desirable rights, powers and discretions.

(c)   The Agent has only those duties which are expressly specified in the
      Finance Documents. Those duties are solely of a mechanical and
      administrative nature.

(d)   Each Bank (in the case of each existing Bank at the date of this
      Agreement, on or before the date of this Agreement, and in the case of any
      New Bank, on or before the date the novation referred to in Clause 27.3
      (Procedure for novations) becomes effective) will enter into a power of
      attorney in favour of the Spanish Security Agent in the form of Schedule 8
      (Form of Bank's Power of Attorney) in all substantive respects.

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                                       61

   20.2 APPOINTMENT AND DUTIES OF THE SPANISH SECURITY AGENT

(a)   Each Finance Party (other than the Agent and the Spanish Security Agent)
      irrevocably appoints the Spanish Security Agent to act as its agent and
      attorney under and in connection with the Mortgage and the Pledge of Quota
      Shares for the purposes specified in this Clause 20.2.

(b)   Each Party appointing the Spanish Security Agent irrevocably authorises
      the Spanish Security Agent on its behalf to perform the duties and to
      exercise the rights, powers and discretions that are necessary to
      administer and, upon the instructions of the Majority Banks (through the
      Agent) enforce (and collect the proceeds of such enforcement) the Mortgage
      and the Pledge of Quota Shares.

(c)   The Spanish Security Agent's duties, rights, powers and discretions are
      limited to those referred to in paragraph (b) above.

(d)   Any and all monies received by the Spanish Security Agent as a result of
      the enforcement of the Mortgage and/or the Pledge of Quota Shares shall be
      paid forthwith to the Agent for application in accordance with this
      Agreement.

   20.3 ROLE OF THE ARRANGER

      Except as otherwise provided in this Agreement, the Arranger has no
      obligations of any kind to any other Party under or in connection with any
      Finance Document.

   20.4 RELATIONSHIP

      The relationship between each of the Agent and the Spanish Security Agent
      with the other Finance Parties is that of agent and principal only. Except
      as contemplated by the Security Documents, nothing in this Agreement
      constitutes either of the Agent or the Spanish Security 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.

   20.5 MAJORITY BANKS' INSTRUCTIONS

      Each of the Agent and the Spanish Security Agent will be fully protected
      if it acts in accordance with the instructions of the Majority Banks in
      connection with the exercise of any right, power or discretion or any
      matter not expressly provided for in the relevant Finance Documents and
      will promptly notify the Banks of any such event. Any such instructions
      given by the Majority Banks will be binding on all the Banks. In the
      absence of such instructions the Agent and the Spanish Security Agent may
      act as they reasonably consider to be in the best interests of all the
      Banks.

   20.6 DELEGATION

      Each of the Agent and the Spanish Security Agent may act under the
      relevant Finance Documents through their personnel and agents.

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                                       62

   20.7 RESPONSIBILITY FOR DOCUMENTATION

      Neither the Agent, the Spanish Security Agent nor the Arranger is
      responsible to any other Party for:

      (a)   the execution, genuineness, validity, enforceability or sufficiency
            of any Finance Document or any other document (save in respect of
            the execution thereof by the Agent or Arranger, as the case may be);

      (b)   the collectability of amounts payable under any Finance Document; or

      (c)   the accuracy of any statements (whether written or oral) made in or
            in connection with any Finance Document (including the Information
            Memorandum).

   20.8 DEFAULT

(a)   Neither the Agent nor the Spanish Security Agent is obliged to monitor or
      enquire as to whether or not a Default has occurred. Neither the Agent nor
      the Spanish Security Agent will be deemed to have knowledge of the
      occurrence of a Default. However, if the Agent or the Spanish Security
      Agent receives notice from a Party referring to this Agreement, describing
      the Default and stating that the event is a Default, it shall promptly
      notify the Banks.

(b)   The Agent and/or the Spanish Security Agent may require the receipt of
      security satisfactory to it 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 any
      Finance Document before it commences these proceedings or takes that
      action.

   20.9 EXONERATION

(a)   Without limiting paragraph (b) below, neither the Agent nor the Spanish
      Security Agent will be liable to any other Party for any action taken or
      not taken by it under or in connection with any Finance Document, unless
      directly caused by the Agent's reckless disregard with knowledge of the
      probable consequences or wilful misconduct or by the wilful misconduct of
      any agent of the Agent or the Spanish Security Agent.

(b)   No Party may take any proceedings against any officer, employee or agent
      of the Agent or the Spanish Security Agent in respect of any claim it
      might have against the Agent or the Spanish Security Agent or in respect
      of any act or omission of any kind (including reckless disregard with
      knowledge of the probable consequences or wilful misconduct) by that
      officer, employee or agent in relation to any Finance Document.

   20.10 RELIANCE

      Each of the Agent and the Spanish Security 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

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                                       63

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

   20.11 CREDIT APPROVAL AND APPRAISAL

      Without affecting the responsibility of the Borrower for information
      supplied by it or on its behalf in connection with any Finance Document,
      each Finance Party confirms that it:

      (a)   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
            Agent, the Spanish Security Agent or the Arranger in connection with
            any Finance Document; and

      (b)   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 the Finance Documents or any
            Commitment is in force.

      For the avoidance of doubt, the Borrower shall not be liable to pay for
      the costs and expenses of any Finance Party in relation to steps taken in
      connection with the matters referred to in paragraphs (a) and (b) above.

   20.12 INFORMATION

(a)   Each of the Agent and the Spanish Security Agent shall promptly forward to
      the person concerned the original or a copy of any document which is
      delivered to the Agent or, as the case may be, the Spanish Security Agent
      by a Party for that person.

(b)   The Agent and the Spanish Security Agent shall promptly supply a Bank with
      a copy of each document received by the Agent and the Spanish Agent
      respectively under Clause 4 (Conditions Precedent), Clause 17
      (Undertakings) and Clause 18 (Valuation) upon the request and at the
      expense of that Bank.

(c)   Except where this Agreement specifically provides otherwise, neither the
      Agent nor the Spanish Security Agent is obliged to review or check the
      accuracy or completeness of any document it forwards to another Party.

(d)   Except as provided above, neither the Agent nor the Spanish Security Agent
      has any duty:

      (i)   either initially or on a continuing basis to provide any Bank with
            any credit or other information concerning the financial condition
            or affairs of the Borrower or any related entity of the Borrower
            whether coming into its possession or that of any of its related
            entities before, on or after the date of this Agreement; or

      (ii)  unless specifically requested to do so by a Bank in accordance with
            a Finance Document, to request any certificates or other documents
            from the Borrower.

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                                       64

   20.13 THE AGENT, THE SPANISH SECURITY AGENT AND THE ARRANGER INDIVIDUALLY

(a)   If it is also a Bank, each of the Agent, the Spanish Security Agent and
      the Arranger has the same rights and powers under this Agreement as any
      other Bank and may exercise those rights and powers as though it were not
      the Agent, the Spanish Security Agent or the Arranger.

(b)   Each of the Agent, the Spanish Security Agent and Arranger may:

      (i)   carry on any business with the Borrower or its related entities;

      (ii)  act as agent or trustee for, or in relation to any financing
            involving, the Borrower or its related entities; and

      (iii) retain any profits or remuneration in connection with its activities
            under this Agreement or in relation to any of the foregoing.

(c)   In acting as the Agent or, as the case may be, the Spanish Security Agent,
      the agency division of the Agent or, as the case may be, the Spanish
      Security Agent will be treated as a separate entity from its other
      divisions and departments. Any information acquired by the Agent or, as
      the case may be, the Spanish Security Agent which, in its opinion, is
      acquired by it otherwise than in its capacity as the Agent or, as the case
      may be, the Spanish Security Agent may be treated as confidential by the
      Agent or, as the case may be, the Spanish Security Agent and will not be
      deemed to be information possessed by the Agent in its capacity as such.

(d)   The Borrower irrevocably authorises the Agent and the Spanish Security
      Agent to disclose to the other Finance Parties any information which, in
      its opinion, is received by it in its capacity as the Agent or, as the
      case may be, the Spanish Security Agent.

(e)   Each of the Agent and the Spanish Agent may deduct from any amount
      received by it for the Banks pro rata any unpaid fees, costs and expenses
      of the Agent or, as the case may be, the Spanish Security Agent incurred
      by it in connection with the relevant Finance Documents.

   20.14 INDEMNITIES

(a)   Without limiting the liability of the Borrower under the Finance
      Documents, each Finance Party shall forthwith on demand indemnify each of
      the Agent and the Spanish Security Agent for that Finance Party's
      proportion of any liability or loss incurred by the Agent or, as the case
      may be, the Spanish Security Agent in any way relating to or arising out
      of its acting as the Agent or, as the case may be, the Spanish Security
      Agent, except to the extent that the liability or loss arises directly
      from:

      (i)   the Agent's or, as the case may be, the Spanish Security Agent's
            wilful misconduct or reckless disregard with knowledge of the
            probable consequences; or

      (ii)  the Borrower's failure to make any payment to the Agent or the
            Spanish Security Agent in respect of the management time of the
            Agent or the Spanish Security Agent pursuant to Clause 20.19
            (Extraordinary management time and resources).

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                                       65

(b)   A Bank's proportion of the liability or loss set out in paragraph (a)
      above is the proportion of its participation in the relevant Loan (if any)
      on the date of the demand. If, however, the relevant Loan is not
      outstanding on the date of demand, then the proportion will be the
      proportion which its Commitment bears to the Total Commitments at the date
      of demand or, if the Total Commitments have been cancelled, bore to the
      Total Commitments immediately before being cancelled.

(c)   The Borrower shall forthwith on demand reimburse each Bank for any payment
      made by it under paragraph (a) above.

   20.15 COMPLIANCE

(a)   Each of Agent and the Spanish Security Agent may refrain from doing
      anything which might, in its opinion, constitute a breach of any law or
      regulation binding or applicable to it 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, neither the Agent nor the Spanish
      Security Agent need disclose any information relating to the Borrower or
      any of its related entities if the disclosure might, in the opinion of the
      Agent, or, as the case may be, the Spanish Security 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.

   20.16 RESIGNATION OF AGENT AND SPANISH SECURITY AGENT

(a)   Notwithstanding its irrevocable appointment, and subject to sub-paragraph
      (g) below either or both of the Agent and the Spanish Security Agent may
      resign by giving notice to the Finance Parties and the Borrower, in which
      case the Agent may forthwith appoint one of its Affiliates as successor
      Agent with the approval of the Borrower (such approval not to be
      unreasonably withheld or delayed) or, failing that, the Majority Banks may
      appoint a successor Agent. The Spanish Security Agent may appoint one of
      the other Banks as successor Spanish Security Agent with the approval of
      the Borrower (such approval not to be unreasonably withheld or delayed)
      or, failing that, the Majority Banks may appoint one of the Banks as a
      successor Spanish Security Agent.

(b)   If the appointment of a successor Agent or, as the case may be, the
      Spanish Security Agent is to be made by the Majority Banks but they have
      not, within 30 days after notice of resignation, appointed a successor
      Agent which accepts the appointment, the retiring Agent or, as the case
      may be, the retiring Spanish Security Agent may appoint a successor Agent
      or, as the case may be, a successor Spanish Security Agent (in the case of
      the latter being one of the Banks) with the approval of the Borrower (such
      approval not to be unreasonably withheld).

(c)   The resignation of the retiring Agent or, as the case may be, the Spanish
      Security Agent and the appointment of any successor Agent or, as the case
      may be, any successor Spanish Security Agent will both become effective
      only upon the successor Agent or, as the case may be, the successor
      Spanish Security Agent notifying all the Parties that it accepts the
      appointment. On giving the notification, the successor Agent or, as the
      case may be, the successor Spanish Security Agent will succeed to the
      position of the retiring Agent or, as the case may be, the successor
      Spanish Security Agent and the terms "AGENT" and "SPANISH

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                                       66

      SECURITY AGENT" respectively will mean the successor Agent or, as the case
      may be, the successor Spanish Security Agent.

(d)   The retiring Agent or, as the case may be, the retiring Spanish Security
      Agent shall, at its own cost, make available to the successor Agent or, as
      the case may be, the successor Spanish Security Agent such documents and
      records and provide such assistance as the successor Agent or, as the case
      may be, the Spanish Security Agent may reasonably request for the purposes
      of performing its functions as the Agent or, as the case may be, the
      successor Spanish Security Agent under this Agreement.

(e)   Upon its resignation becoming effective, this Clause 20 (The Agent and the
      Finance Parties) shall continue to benefit the retiring Agent or, as the
      case may be, the retiring Spanish Security Agent in respect of any action
      taken or not taken by it under or in connection with the Finance Documents
      while it was the Agent or, as the case may be, the Spanish Security Agent,
      and, subject to paragraph (d) above, it shall have no further obligation
      under any Finance Document other than any previously incurred and
      continuing liabilities not transferred to the successor Agent or, as the
      case may be, the successor Spanish Security Agent.

(f)   The Majority Banks may, by notice to the Agent or, as the case may be, the
      Spanish Security Agent, require it to resign in accordance with paragraph
      (a) above. In this event the Agent or, as the case may be, the Spanish
      Security Agent shall resign in accordance with paragraph (a) above but it
      shall not be entitled to appoint one of its Affiliates as successor Agent
      or, as the case may be, the successor Spanish Security Agent.

(g)   (i)   Notwithstanding the foregoing provisions of this Clause 20.16, the
            Spanish Security Agent may not resign, nor may the Majority Banks
            require it to resign, unless the successor Spanish Security Agent is
            for the time being a Bank.

      (ii)  If and for so long as any Bank is also the Spanish Security Agent,
            it shall not be entitled to assign, transfer or novate the whole of
            its Commitment pursuant to Clause 27.2 (Transfers by Banks) unless
            at the same time it resigns as Spanish Security Agent and a
            successor Spanish Security Agent is appointed pursuant to this
            Clause 20.16.

      (iii) In the event any Bank becomes a successor Spanish Security Agent in
            accordance with the terms of this Clause 20.16, each of the Banks
            shall give to such successor Spanish Security Agent power of
            attorney in the form of Schedule 8 (Form of Bank's Power of
            Attorney).

   20.17 BANKS

(a)   Each of the Agent and the Spanish Security Agent may treat each Bank as a
      Bank, entitled to payments under this Agreement and as acting through its
      Facility Office(s) until it has received notice from the Bank to the
      contrary by not less than five Business Days prior to the relevant
      payment.

(b)   Unless a Bank notifies the Agent to the contrary, each Bank confirms to
      the Agent, on the date that it becomes a Bank, that it is beneficially
      entitled to its share in each Loan and its accrued interest and is either:
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                                       67

      (i)   not resident for tax purposes in the United Kingdom; or

      (ii)  a bank for the purposes of section 349 of the Income and Corporation
            Taxes Act 1988.

      Each Bank must promptly notify the Agent if there is a change in its
      position from that set out in sub-paragraph (i) or (ii) above.

(c)   Each Bank undertakes to the Agent that it is in a position to and will
      provide to the Borrower on or before the first interest payment date and
      annually thereafter a certificate of its tax residency in a European Union
      Member country.

(d)   The Agent may at any time, and shall if requested to do so by the Majority
      Banks, convene a meeting of the Banks.

   20.18 SECURITY DOCUMENTS

(a)   Each of the Agent and the Spanish Security Agent in each case in its
      capacity as trustee or otherwise under the Security Documents:

      (i)   is, other than arising directly from the Agent's or, as the case may
            be, the Spanish Security Agent's wilful misconduct or reckless
            disregard with knowledge of the consequences, not liable for any:

            (A)   failure, omission or defect in perfecting or registering the
                  security constituted or created by any Finance Document;

            (B)   failure to obtain any licence, consent or other authority for
                  the execution of any Security Document, including, without
                  limitation, the consent of any person required under the terms
                  of any Security Document;

      (ii)  may accept without enquiry such title as the Borrower may have to
            any asset secured by any Security Document; and

      (iii) is not under any obligation to hold any Finance Document or any
            other document in connection with the Finance Documents or the
            assets secured by any Finance Document (including title deeds) in
            its own possession or to take any steps to protect or preserve the
            same other than as directed by the Majority Banks.

(b)   Except as otherwise provided in the Finance Documents, all moneys which
      under the trusts contained in the Finance Documents are received by the
      Agent or, as the case may be, the Spanish Security Agent in its capacity
      as trustee or otherwise may be invested in the name of or under the
      control of the Agent or, as the case may be, the Spanish Security Agent
      for and on behalf of the Banks in any investment authorised by English law
      for the investment by trustees of trust money or in any other investments
      which may be selected by the Agent. Additionally, the same may be placed
      on deposit in the name of or under control of the Agent for and on behalf
      of the Banks at such bank or institution (including the Agent) and upon
      such terms as the Agent may think fit.

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                                       68

   20.19 EXTRAORDINARY MANAGEMENT TIME AND RESOURCES

      The Borrower shall forthwith on demand pay the Agent and the Spanish
      Security Agent for the cost of utilising its management time or other
      resources in connection with:

      (a)   any amendment, waiver, consent or suspension of rights (or any
            proposal for any of the foregoing) requested by or on behalf of the
            Borrower and relating to a Finance Document, a Related Contract or
            any other document referred to in any Finance Document; or

      (b)   the occurrence of a Default; or

      (c)   the enforcement of, or the preservation of or any attempt to enforce
            or preserve any rights under, any Finance Document.

      Any amount payable to the Agent and/or the Spanish Security Agent under
      this clause will be calculated on the basis of such reasonable daily or
      hourly rates as the Agent or, as the case may be, the Spanish Security
      Agent may notify to the Borrower, and is in addition to any fee paid or
      payable to the Agent or, as the case may be, the Spanish Security Agent
      under Clause 21 (Fees).

21.   FEES

   21.1 ARRANGEMENT FEE

      The Borrower shall pay to the Arranger for its own account an arrangement
      fee in the amount and at the time(s) agreed in the relevant Fee Letter.

   21.2 AGENT'S FEE

      The Borrower shall pay to the Agent for its own account an agency fee in
      the amount and at the times agreed in the relevant Fee Letter.

   21.3 COMMITMENT FEE

      The Borrower shall pay to the Agent for each Bank a commitment fee
      calculated at the rate of 0.40 per cent. per annum on the undrawn,
      uncancelled amount of that Bank's Commitment during the Availability
      Period. The commitment fee is payable semi-annually in arrear, the first
      payment falling six (6) months after the date of the Supplemental
      Agreement. Accrued commitment fee shall also be payable to the Agent for
      the relevant Bank(s) on the cancelled amount of its Commitment at the time
      the cancellation comes into effect.

   21.4 VAT

      Any fee referred to in this Clause 21 (Fees) is exclusive of any value
      added tax or any other tax which might be chargeable in connection with
      that fee. If any value added tax or other tax is so chargeable, it shall
      be paid by the Borrower at the same time as it pays the relevant fee.

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                                       69

22.   EXPENSES

   22.1 INITIAL AND SPECIAL COSTS

      The Borrower shall forthwith on demand pay the Agent, the Spanish Security
      Agent, the Banks and the Arranger the amount of all reasonable (or
      otherwise capped) costs and expenses (including legal fees) incurred by
      any of them in connection with:

      (a)   the negotiation, preparation, translation, printing and execution
            of:

            (i)   this Agreement and any other documents (other than a Novation
                  Certificate) referred to in this Agreement; and

            (ii)  any other Finance Document (other than a Novation Certificate)
                  executed after the date of this Agreement;

      (b)   any amendment, waiver, consent or suspension of rights (or any
            proposal for any of the foregoing) requested by or on behalf of the
            Borrower and relating to a Finance Document or a document referred
            to in any Finance Document; and

      (c)   any other matter, not of an ordinary administrative nature, arising
            out of or in connection with a Finance Document and not solely out
            of the general business of the Agent, the Banks or the Arranger.

   22.2 ENFORCEMENT COSTS

      The Borrower shall forthwith on demand pay to each Finance Party the
      amount of all costs and expenses (including legal fees) incurred by it:

      (a)   in connection with the enforcement of, or the preservation of (or
            attempt to enforce or preserve) any rights under, any Finance
            Document; or

      (b)   in undertaking any reasonable investigation of any possible Default.

23.   STAMP DUTIES

      The Borrower shall pay and forthwith on demand indemnify each Finance
      Party against any liability it incurs in respect of any stamp,
      registration and similar tax which is or becomes payable in connection
      with the entry into, performance or enforcement of any Finance Document.

24.   INDEMNITIES AND BREAK COSTS

   24.1 GENERAL INDEMNITY

(a)   The Borrower hereby agrees that it shall promptly pay and discharge, or
      cause to be paid or discharged, upon the same becoming payable (and shall,
      if requested by a Finance Party, produce to that Finance Party evidence of
      the payment and discharge thereof) and indemnify on demand and keep
      indemnified each Finance Party on a full indemnity basis against, whether
      directly or indirectly, a claim against it by, or a liability to, a third
      party including, without limitation, in relation to any taxes (other than
      any taxes levied or assessed on net

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                                       70

      income, profits or gains) or any other Losses which relate to or arise
      directly or indirectly out of or are in any way connected to:

      (i)   the condition, testing, delivery, design, leasing, chartering,
            sub-chartering, construction, manufacture, purchase acquisition,
            bailment, fitting out, sale importation to or exportation from any
            country, registration, ownership, possession, management, control,
            inspection, surveying, engineering, contracting, installation,
            manning, provisioning, the provision of bunkers and lubricating
            oils, dry-docking, use, operation, maintenance, repair, service,
            modification, overhaul, replacement, removal, performance,
            transportation, flag, navigation, certification, classification,
            nature, description, acceptance, insurance, refurbishment,
            conversion, change, alteration, or laying-up of the Vessel or any
            part thereof or otherwise in connection with the Vessel including,
            without prejudice to the generality of the foregoing, any Losses
            arising from any pollution or other environmental damage caused by
            or emanating from the Vessel or caused by the Vessel becoming a
            wreck or an obstruction to navigation;

      (ii)  any repossession, return, redelivery, storage, maintenance,
            protection, attempted sale, sale or other disposition of the Vessel
            following the termination of the chartering of the Vessel which, if
            carried out by the Agent or the Banks, is carried out in accordance
            with the terms of the Finance Documents;

      (iii) the complete or partial removal, decommissioning disposal, making
            Vessel safe, destruction or abandonment or loss of the Vessel
            including any matter which the Vessel contains or has at any time
            contained;

      (iv)  any damage or loss to the Vessel irrespective of how caused;

      (v)   the operation or use of the Vessel or any design, article or
            material of the Vessel or relating thereto giving rise to any
            infringement (or alleged infringement) of any patent or other
            intellectual property rights or any other rights whatsoever;

      (vi)  the occupation, arrest, confiscation, requisition, theft,
            registration, compulsory acquisition, restraint of the Vessel or the
            prevention thereof, seizure, taking in execution, impounding,
            forfeiture or detention of the Vessel, or in securing the release of
            the Vessel (including, without limitation by the provision of or by
            procuring a guarantee, bond, cash deposit or other like security);

      (vii) any Environmental Claim relating to the Vessel or any Finance Party
            arising from the transactions contemplated by the Finance Documents;

      (viii) any premiums, calls, supplementary calls and contributions in
            relation to any of the Obligatory Insurances and any of the
            insurances which the Agent maintains in accordance with Clause 17.40
            (Mortgagee's interest and additional perils insurance) (including
            without limitation any such premiums referred to in Clause 7 (Owners
            to provide) of the Time Charter; or

      (ix)  Losses suffered by a Finance Party whether directly or indirectly by
            way of claims against a Finance Party or any of them, by any person
            who has incurred expenditure in taking response or preventative
            measures against loss or damage or injury, or who has suffered or
            alleged that it has suffered loss, damage or injury in connection
            with

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                                       71

            anything done or omitted to be done by any person in relation to, or
            in respect of or in connection with, the Vessel, including in
            connection with any Hazardous Material emanating or threatening to
            emanate from the Vessel or from operations being carried on by the
            Vessel and any claims for removal and response cost and/or for loss,
            damage or injury to the environment resulting from the release or
            discharge or threatened release or discharge of any Hazardous
            Material from the Vessel.

(b)   In circumstances where the Borrower makes a payment to a Finance Party or
      to any third party pursuant to paragraph (a) above, the relevant Finance
      Party in respect of which such payment has been made agrees that the
      Borrower may be subrogated to the rights of that relevant Finance Party
      against the relevant third party. In such circumstances the relevant
      Finance Party agrees to co-operate with the Borrower in exercising such
      rights of subrogation, provided that:

      (i)   the relevant Finance Party receives a full indemnity from the
            Borrower in terms satisfactory to such Finance Party as to the costs
            and expenses of such co-operation; and

      (ii)  the relevant Finance Party's name may not be used in any action
            without that Finance Party's prior written consent (which consent
            the relevant Finance Party shall have full discretion to withhold).

   24.2 CURRENCY INDEMNITY

(a)   If a Finance Party receives an amount in respect of the Borrower's
      liability under the Finance Documents or if that liability is converted
      into a claim, proof, judgment or order in a currency other than the
      currency (the "CONTRACTUAL CURRENCY") in which the amount is expressed to
      be payable under the relevant Finance Document:

      (i)   the Borrower shall indemnify that Finance Party as an independent
            obligation against any loss or liability arising out of or as a
            result of the conversion;

      (ii)  if the amount received by that Finance Party, when converted into
            the contractual currency at the Agent's Spot Rate of Exchange on the
            relevant date, is less than the amount owed in the contractual
            currency, the Borrower shall forthwith on demand pay to that Finance
            Party an amount in the contractual currency equal to the deficit;
            and

      (iii) the Borrower shall pay to the Finance Party concerned on demand any
            exchange costs and taxes payable in connection with any such
            conversion.

(b)   The Borrower waives any right it may have in any jurisdiction to pay any
      amount under the Finance Documents in a currency other than that in which
      it is expressed to be payable.

   24.3 BREAK COSTS

(f)   The Borrower must pay to each Bank its Break Costs.

(g)   Break Costs are the amount (if any) determined by the relevant Bank by
      which:

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                                       72

      (i)   the interest which that Bank would have received for the period from
            the date of receipt of any part of its share in a Loan or an overdue
            amount to the last day of the applicable Term for that Loan or
            overdue amount if the principal or overdue amount received had been
            paid on the last day of that Term;

      exceeds

      (ii)  the amount which that Bank would be able to obtain by placing an
            amount equal to the amount received by it on deposit with a leading
            bank in the appropriate interbank market for a period starting on
            the Business Day following receipt and ending on the last day of the
            applicable Term.

(h)   Each Bank must supply to the Agent for the Borrower details of the amount
      of any Break Costs claimed by it under this Subclause.

   24.4 OTHER INDEMNITIES

      The Borrower shall forthwith on demand indemnify each Finance Party
      against any loss or liability which that Finance Party incurs as a
      consequence of:

      (a)   the occurrence of any Default;

      (b)   the operation of Clause 19.19 (Acceleration) or Clause 30 (Pro Rata
            Sharing) (except to the extent such loss or liability is due solely
            to the reckless disregard with knowledge of the probable
            consequences or wilful misconduct of the Agent or any Bank);

      (c)   any payment of principal or an overdue amount being received from
            any source otherwise than on the last day of a relevant Term or any
            interest period determined by the Agent under Clause 8.3 (Default
            interest); or

      (e)   (other than by reason of the wilful misconduct or reckless disregard
            with knowledge of the probable consequences of, or default by, a
            Finance Party) a Loan not being advanced after the Borrower has
            delivered the Request for a Loan or a prepayment not being effected
            in accordance with a prepayment notice.

      The Borrower's liability 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 any Finance Document, any amount repaid
      or prepaid of any Loan.

   24.5 EXCLUSIONS FROM INDEMNITIES

      The indemnities contained in this Clause 24 shall not extend to any claim
      or liability of a Finance Party to the extent that such claim or
      liability:

      (a)   arises from an act or omission on the part of that Finance Party
            which constitutes wilful misconduct or recklessness with knowledge
            of the probable consequences on the part of such Finance Party;

      (b)   is caused by any failure on the part of that Finance Party to comply
            with any of its express obligations under any of the Finance
            Documents to which that Finance Party is a party (but excluding any
            such breach or failure that arises as a result of the

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                                       73

            failure of a party to such Finance Document (other than that Finance
            Party) duly and punctually to perform its obligations);

      (c)   represents any loss of the right to receive future income or
            profits;

      (d)   is part of the normal administrative or overhead expenses of that
            Finance Party except to the extent the same arise on or following an
            Event of Default which is continuing; or

      (e)   is in respect of which that Finance Party is expressly and
            specifically indemnified and have received and is entitled to retain
            such indemnity under any other provision of the Finance Documents.

   24.6 PRESERVATION OF INDEMNITIES

(a)   Without prejudice to any right to damages or other claim which any Party
      may, at any time, have against another under this Agreement or under any
      of the Finance Documents it is hereby agreed and declared that the
      indemnities in favour of the Finance Parties by the Borrower contained in
      this Agreement or any of the Finance Documents shall continue in full
      force and effect notwithstanding any sale or other disposition of the
      Vessel, Total Loss or any breach of the terms hereof or thereof by the
      Borrower (including fundamental breach), the lawful repudiation by a
      Finance Party or the Borrower of this Agreement or any of the Finance
      Documents or the expiration of the Time Charter or any other Charter (or
      any renewal of such Time Charter or any other Charter) through effluxion
      of time or otherwise or the termination of the hire or sale of the Vessel
      hereunder or any other circumstances whatsoever.

(b)   If any payment received by a Finance Party in respect of moneys owing or
      due and payable by the Borrower hereunder shall on the subsequent
      liquidation or other insolvency of the Borrower be avoided under any laws
      relating to insolvency or liquidation, such payment shall not be
      considered as discharging or diminishing the liability of the Borrower
      under this Agreement and this Agreement shall continue to apply as if such
      payment had at all times remained owing by the Borrower.

25.   EVIDENCE AND CALCULATIONS

   25.1 ACCOUNTS

      Accounts maintained by a Finance Party in connection with this Agreement
      are prima facie evidence of the matters to which they relate.

   25.2 CERTIFICATES AND DETERMINATIONS

      Any certification or determination by a Finance Party of a rate or amount
      under the Finance Documents is, in the absence of manifest error,
      conclusive evidence of the matters to which it relates.

   25.3 CALCULATIONS

      Interest (including any applicable Mandatory Cost) and the fee payable
      under Clause 21.3 (Commitment Fee) accrue from day to day and are
      calculated on the basis of the actual number of days elapsed and a year of
      360 days.

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                                       74

26.   AMENDMENTS AND WAIVERS

   26.1 PROCEDURE

(a)   Subject to Clause 26.2 (Exceptions) and to sub-paragraph (b) below, any
      term of the Finance Documents may be amended or waived with the agreement
      of the Borrower, the Majority Banks and (to the extent that the amendment
      or waiver might reasonably be expected to prejudice the Agent) the Agent.
      The Agent may effect, on behalf of the Finance Parties, an amendment or
      waiver to which the Majority Banks 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.

   26.2 EXCEPTIONS

      An amendment or waiver which relates to:

      (a)   the Final Maturity Date;

      (b)   the definition of "MAJORITY BANKS" in Clause 1.1;

      (c)   an extension of the date for, or a decrease in an amount or a change
            in the currency of, any payment under the Finance Documents;

      (d)   any reduction in the Margin (other than in accordance with the terms
            of this Agreement);

      (e)   an increase in a Bank's Commitment;

      (f)   a term of a Finance Document which expressly requires the consent of
            each Bank;

      (g)   Clause 2.2 (Nature of a Finance Party's rights and obligations),
            Clause 30 (Pro Rata Sharing) or this Clause 26 (Amendments and
            Waivers); or

      (h)   any release of any Security Interest in favour of the Finance
            Parties generally unless permitted by this Agreement.

      may not be effected without the consent of the Borrower and each Bank.

   26.3 WAIVERS AND REMEDIES CUMULATIVE

      The rights of each Finance Party under the Finance Documents:

      (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.

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                                       75

27.   CHANGES TO THE PARTIES

   27.1 TRANSFERS BY BORROWER

      The Borrower may not assign, transfer, novate or dispose of any of, or any
      interest in, its rights and/or obligations under the Finance Documents.

   27.2 TRANSFERS BY BANKS

(a)   A Bank (the "EXISTING BANK") may, subject to paragraph (b) below at any
      time assign, transfer or novate any of its Commitment, in whole or in
      part, and/or any rights and/or any obligations under this Agreement to
      another bank or financial institution (the "NEW BANK"). The prior consent
      of the Borrower is required for any such assignment, transfer or novation,
      unless:

      (i)   the New Bank is another Bank or an Affiliate of a Bank; or

      (ii)  a Default has occurred, is continuing and has not been waived.

      However, the prior consent of the Borrower must not be unreasonably
      withheld or delayed and will be deemed to have been given if, within 14
      days of receipt by the Borrower of an application for consent, it has not
      been expressly refused.

(b)   A transfer of obligations will be effective only if either:

      (i)   the obligations are novated in accordance with Clause 27.3
            (Procedure for novations);

      (ii)  the New Bank 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 and the Borrower. On
            the transfer becoming effective in this manner the Existing Bank
            shall be relieved of its obligations under this Agreement to the
            extent that they are transferred to the New Bank;

      (iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares
            by execution of a deed of assignment of interest in the form of
            Schedule 9 (Form of Deed of Assignment of Interest);

      (iv)  the New Bank grants a power of attorney in favour of the Spanish
            Security Agent in the form of Schedule 8 (Form of Bank's Power of
            Attorney) in all substantial respects.

(c)   Nothing in this Agreement restricts the ability of a Bank to sub-contract
      an obligation if that Bank remains liable under this Agreement for that
      obligation.

(d)   On each occasion an Existing Bank assigns, transfers or novates any of its
      rights and/or obligations under this Agreement, the New Bank shall, on the
      date the assignment, transfer and/or novation takes effect, pay to the
      Agent for its own account a fee of pound 1,000.

<PAGE>

                                       76

(e)   An Existing Bank is not responsible to a New Bank for:

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

      (ii)  the collectability of amounts payable under any Finance Document; or

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

(f)   Each New Bank confirms to the Existing Bank and the other Finance Parties
      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
            Existing Bank in connection with any Finance Document; 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 the Finance Documents or any
            Commitment is in force.

(g)   Nothing in any Finance Document obliges an Existing Bank to:

      (i)   accept a re-transfer from a New Bank of any of the rights and/or
            obligations assigned, transferred or novated under this clause; or

      (ii)  support any losses incurred by the New Bank by reason of the
            non-performance by the Borrower of its obligations under the Finance
            Documents or otherwise.

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

   27.3 PROCEDURE FOR NOVATIONS

(a)   A novation is effected if:

      (i)   the Existing Bank and the New Bank deliver to the Agent a duly
            completed certificate, substantially in the form of Schedule 5 (a
            "NOVATION CERTIFICATE"); and

      (ii)  the Agent executes it;

      (iii) the New Bank gives the Spanish Security Agent a notarised and
            apostillised power of attorney in the form of Schedule 8 (Form of
            Bank's Power of Attorney); and

      (iv)  the New Bank gives the Spanish Security Agent a notarised and
            apostilled deed of assignment of interest in the form of Schedule 9
            (Form of Deed of Assignment of Interest).

(b)   Each Party (other than the Existing Bank and the New Bank) irrevocably
      authorises the Agent to execute any duly completed Novation Certificate on
      its behalf.

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                                       77

(c)   To the extent that they are expressed to be the subject of the novation in
      the Novation Certificate:

      (i)   the Existing Bank and the other Parties (the "EXISTING PARTIES")
            will be released from their obligations to each other (the
            "DISCHARGED OBLIGATIONS");

      (ii)  the New Bank and the existing Parties will assume obligations
            towards each other which differ from the discharged obligations only
            insofar as they are owed to or assumed by the New Bank instead of
            the Existing Bank;

      (iii) the rights of the Existing Bank against the existing Parties and
            vice versa (the "DISCHARGED RIGHTS") will be cancelled; and

      (iv)  the New Bank and the existing Parties will acquire rights against
            each other which differ from the discharged rights only insofar as
            they are exercisable by or against the New Bank instead of the
            Existing Bank,

      all on the date of execution of the Novation Certificate by the Agent or,
      if later, the date specified in the Novation Certificate.

   27.4  REFERENCE BANKS

      If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of
      which it is an Affiliate) ceases to be one of the Banks, the Agent shall
      (in consultation with the Borrower) appoint another Bank or an Affiliate
      of a Bank to replace that Reference Bank.

   27.5 REGISTER

      The Agent shall keep a register of all the Parties and shall supply any
      other Party (at that Party's expense) with a copy of the register on
      request.

   27.6 FACILITY OFFICE

      Any Bank may from time to time change its Facility Office for the purposes
      of this Agreement. In the event of any such change the relevant Bank shall
      promptly notify the Agent and on receipt by the Agent from the relevant
      Bank of notice of such change, the Agent shall promptly notify the
      Borrower.

28.   DISCLOSURE OF INFORMATION

(a)   Subject to paragraph (b) below, a Bank may disclose to one of its
      Affiliates or any person with whom it is proposing to enter, or has
      entered into, any kind of transfer, participation or other agreement in
      relation to this Agreement:

      (i)   a copy of any Finance Document; and

      (ii)  any information which that Bank has acquired under or in connection
            with any Finance Document.

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                                       78

(b)   The rights of disclosure set out in paragraph (a) above are subject to:

      (i)   the relevant information only being disclosed for the purposes of
            the relevant transfer, participation or other agreement;

      (ii)  the relevant Bank considering it necessary to disclose the relevant
            information in order for the recipient of the information properly
            to determine (on a fully informed basis) whether or not it wishes to
            participate in the relevant transfer, participation or other
            agreement; and

      (iii) the recipient of the relevant information undertaking to the
            Borrower or to the Agent or relevant Bank (but for the benefit of
            the Borrower) to be bound by an obligation equivalent to this Clause
            28(b).

29.   SET-OFF

      A Finance Party may upon notice to the Borrower, following the occurrence
      of an Event of Default and whilst it continues, set off any matured
      obligation owed by the Borrower under the Finance Documents (to the extent
      beneficially owned by that Finance Party) against any obligation (whether
      or not matured) owed by that Finance Party to the Borrower, regardless of
      the place of payment, booking branch or currency of either obligation. If
      the obligations are in different currencies, the Finance Party may convert
      either obligation at the Agent's Spot Rate of Exchange on the relevant
      date for the purpose of the set-off. If either obligation is unliquidated
      or unascertained, the Finance Party may set off in an amount estimated by
      it in good faith to be the amount of that obligation.

30.   PRO RATA SHARING

   30.1 REDISTRIBUTION

      If any amount owing by the Borrower under this Agreement to a Finance
      Party (the "RECOVERING FINANCE PARTY") is discharged by payment, set-off
      or any other manner other than through the Agent in accordance with Clause
      10 (Payments) (a "RECOVERY"), then:

      (a)   the recovering Finance Party 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 Finance Party would have received had
            the recovery been received by the Agent and distributed in
            accordance with Clause 10 (Payments);

      (c)   subject to Clause 30.3 (Exceptions), the recovering Finance Party
            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 10 (Payments) and shall pay the
            redistribution to the Finance Parties (other than the recovering
            Finance Party) in accordance with Clause 10.7 (Payments); and

      (e)   after payment of the full redistribution, the recovering Finance
            Party will be subrogated to the portion of the claims paid under
            paragraph (d) above, and the

<PAGE>

                                       79

            Borrower will owe the recovering Finance Party a debt which is equal
            to the redistribution, immediately payable and of the type
            originally discharged.

   30.2 REVERSAL OF REDISTRIBUTION

      If under Clause 30.1 (Redistribution):

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

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

      each Finance Party shall, within three Business Days of demand by the
      recovering Finance Party through the Agent, reimburse the recovering
      Finance Party all or the appropriate portion of the redistribution paid to
      that Finance Party together with interest on the amount to be returned to
      the recovering Finance Party for the period whilst it held the
      redistribution. Thereupon the subrogation in Clause 30.1(e)
      (Redistribution) will operate in reverse to the extent of the
      reimbursement.

   30.3 EXCEPTIONS

(a)   A recovering Finance Party 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 30.1(e)
      (Redistribution).

(b)   A recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the recovering Finance Party has received or
      recovered as a result of taking legal proceedings, if the other Finance
      Party had an opportunity to participate in those legal proceedings but did
      not do so or did not take separate legal proceedings.

31.   SEVERABILITY

      If a provision of any Finance Document is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect:

      (a)   the legality, validity or enforceability in that jurisdiction of any
            other provision of the Finance Documents; or

      (b)   the legality, validity or enforceability in other jurisdictions of
            that or any other provision of the Finance Documents.

32.   COUNTERPARTS

      Each Finance Document may be executed in any number of counterparts, and
      this has the same effect as if the signatures on the counterparts were on
      a single copy of the Finance Documents.

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                                       80

33.   NOTICES

   33.1 GIVING OF NOTICES

      All notices or other communications under or in connection with the
      Finance Documents shall be given in writing and unless otherwise stated,
      may be by letter or facsimile. Any such notice will be deemed to be given
      as follows:

      (a)   if by letter, when delivered personally or on actual receipt; and

      (b)   if by facsimile, when received in legible form.

      However, a notice given in accordance with the above but received on a
      non-working day or after business hours in the place of receipt will only
      be deemed to be given on the next working day in that place.

   33.2  ADDRESSES FOR NOTICES

(a)   The address and facsimile number of each Party (other than the Borrower,
      and Agent) for all notices under or in connection with the Finance
      Documents are:

      (i)   those notified by that Party for this purpose to the Agent on or
            before it becomes a Party; or

      (ii)  any other notified by that Party for this purpose to the Agent by
            not less than five Business Days' notice.

(b)   The address and facsimile number of the Borrower are:

      C/Musgo n degree 5,
      2 degrees Plta.,
      LA FLORIDA, 28023
      Madrid

      Facsimile: 00 34 91 3077 7043
      Attention: Andres Luna

      or such other as the Borrower may notify to the other Parties by not less
      than five Business Days' notice.

(c)   The address and facsimile number of the Agent are:

      125 London Wall
      London Wall
      London
      EC2Y 5AJ

      Facsimile: +44 (0) 207 777 2085/2360
      Attention: Loans Agency

<PAGE>

                                       81

      or such other as the Agent may notify to the other Parties by not less
      than five Business Days' notice.

(d)   The address and facsimile number of the Spanish Security Agent are:

      J.P. Morgan Bank S.A.
      Paseo de la Castellana, 51
      28046 Madrid,
      Spain

      Facsimile: +34 91 319 2900
      Attention: Michael Hernan

      or such other as the Spanish Security Agent may notify to the other
      Parties by not less than five Business Day's notice.

(e)   All notices from or to the Borrower or a Bank shall be sent through the
      Agent.

(f)   The Agent shall, promptly upon request from any Party, give to that Party
      the address or facsimile number of any other Party applicable at the time
      for the purposes of this clause.

34.   LANGUAGE

(a)   Any notice given under or in connection with any Finance Document shall be
      in English.

(b)   All other documents provided under or in connection with any Finance
      Document shall be:

      (i)   in English; or

      (ii)  if not in English, accompanied by a certified English translation
            and, in this case, the English translation shall prevail unless the
            document is a statutory or other official document.

35.   JURISDICTION

   35.1 SUBMISSION

      For the benefit of each Finance Party, the Borrower agrees that the courts
      of England have jurisdiction to settle any disputes in connection with any
      Finance Document and accordingly submits to the jurisdiction of the
      English courts.

   35.2 SERVICE OF PROCESS

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

      (a)   irrevocably appoints WFW Legal Services Limited at its offices, for
            the time being at 15 Appold Street, London EC2A 2HB as its agent for
            service of process relating to any proceedings before the English
            courts in connection with any Finance Document;

      (b)   agrees that failure by a process agent to notify the Borrower of the
            process will not invalidate the proceedings concerned;

<PAGE>

                                       82

      (c)   consents to the service of process relating to any such proceedings
            by prepaid posting of a copy of the process to its address for the
            time being applying under Clause 33.2 (Addresses for notices); and

      (d)   agrees that if the appointment of any person mentioned in paragraph
            (a) above ceases to be effective, the Borrower shall immediately
            appoint a further person in England to accept service of process on
            its behalf in England, and failing such appointment within 15 days
            the Agent is entitled to appoint such a person by notice to the
            Borrower.

   35.3 FORUM CONVENIENCE AND ENFORCEMENT ABROAD

      The Borrower:

      (a)   waives objection to the English courts on grounds of inconvenient
            forum or otherwise as regards proceedings in connection with a
            Finance Document; and

      (b)   agrees that a judgment or order of an English court in connection
            with a Finance Document is conclusive and binding on it and may be
            enforced against it in the courts of any other jurisdiction.

   35.4 NON-EXCLUSIVITY

      Nothing in this Clause 35.4 limits the right of a Finance Party to bring
      proceedings against the Borrower in connection with any Finance Document:

      (a)   in any other court of competent jurisdiction; or

      (b)   concurrently in more than one jurisdiction.

   35.5 WAIVER OF IMMUNITY

      The Borrower irrevocably and unconditionally:

      (a)   agrees that its exercise of its rights and the performance of its
            obligations under the Finance Documents will constitute private and
            commercial acts done and performed for private and commercial
            purposes and, if any Finance Party brings legal proceedings against
            it or its assets in relation to the Finance Documents, no immunity
            from those proceedings shall be claimed by or on behalf of itself or
            for its assets;

      (b)   waives any such right of immunity which it or its assets now has or
            may acquire after the date of this Agreement; and

      (c)   consents generally to the giving of any relief or the issue of any
            process under those proceedings.

   35.6 EXECUTIVE PROCEEDINGS AND SET-OFF

(a)   (i)   This Agreement, as well as any amendments hereto, will be formalised
            in a Spanish notarial document ("escritura publica"), so that it may
            have the status of a notarial document of loan for all purposes
            contemplated in Article 517, number 4 of the new Civil Procedural
            Law (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"),

<PAGE>

                                       83

            and Articles 913-4 and 914-2, in relation to Article 916-2 of the
            Spanish Commercial Code and other related provisions.

      (ii)  The sum payable by the Borrower shall be the total aggregate sum
            resulting from the balance shown in the account(s) maintained by the
            Agent (or the relevant Bank, as the case may be) in accordance with
            this Agreement. For the purposes of Articles 571 et seq. of the new
            Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de
            Enjuiciamiento Civil"), the parties expressly agree that such
            balance shall be considered as an acknowledgement of debt and may be
            claimed pursuant to the same provisions of such law.

      (iii) For the purpose of the provisions of Art. 571 et seq. of the new
            Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de
            Enjuiciamiento Civil"), it is expressly agreed by the contracting
            parties that the determination of the debt to be claimed though the
            executive proceedings shall be effected by the Agent (or the
            relevant Bank, as the case may be) by means of the appropriate
            certificate evidencing the balance shown in the account or accounts
            of the Borrower. By virtue of the foregoing, to exercise executive
            action it will be sufficient to present an original notarial first
            copy of this Agreement and the notarial document ("acta notarial")
            that incorporates the certificate issued by the Agent (or the
            relevant Bank, as the case may be) evidencing that the determination
            of the amounts due and payable by the Borrower have been calculated
            as agreed in this Agreement and that such amounts coincide with the
            balance shown in the account or accounts of the Borrower.

(b)   The covenant in sub-paragraph (a) above is also applicable with respect to
      any Bank with regard to its respective Commitment. Such Bank which may
      issue the appropriate certification of the balance of the account or
      accounts of the Borrower and the certification of the account balance may
      be legalised by a notary.

(c)   The amount of the balance so established shall be notified to the Borrower
      in an attestable manner at least one (1) day in advance of exercising the
      action.

(d)   The Borrower hereby expressly authorises the Agent (and any Bank, as
      appropriate), to request and obtain, by itself, certificates issued by the
      notary which has formalised this Agreement in order to evidence its
      accordance with the entries of his registry-book and the date of them for
      the purpose of number 5 of Article 517, of the new Civil Procedural Law
      (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"), the amount of
      such certificate being for the account of the Borrower in the manner
      provided with respect to other expenses.

36.   GOVERNING LAW

      This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.

<PAGE>

                                       84

                                   SCHEDULE 1

                              BANKS AND COMMITMENTS

<TABLE>
<CAPTION>
BANKS                                                         COMMITMENTS
<S>                                                        <C>
Banco BPI - Sucursal Financeira Exterior Em Santa Maria     $11,111,110.59

The Governor and Company of the Bank of Scotland            $11,111,110.59

Commerzbank Aktiengesellschaft, Sucursal en Espana          $11,111,110.59

Calyon                                                      $33,333,331.76

J.P. Morgan Bank S.A.                                       $11,111,110.59

Mizuho Corporate Bank, Ltd., Sucursal en Espana             $11,111,110.59

Vereins-und Westbank AG                                     $11,111,110.59

                                                          ----------------
                                      Total Commitments   US$  100,000,000
                                                          ----------------
</TABLE>

<PAGE>

                                       85

                                   SCHEDULE 2

                     INITIAL CONDITIONS PRECEDENT DOCUMENTS

1.    BORROWER

(a)   A certified copy* of the constitutional documents of the Borrower.

(b)   A certified copy* of a notarised resolution of the board of directors of
      the Borrower:

      (i)   approving the terms of, and the transactions contemplated by, each
            Finance Document and resolving that it execute each Finance Document
            then to be executed;

      (ii)  authorising a specified person or persons to execute each Finance
            Document on its behalf; and

      (iii) empowering individuals of Allen & Overy, Madrid as its attorney to
            effect notarisation of each of the relevant Finance Documents on its
            behalf; and

      (iv)  authorising a specified person or persons, on its behalf, to sign
            and/or despatch all other documents and notices to be signed and/or
            despatched by it under or in connection with each Finance Document.

(c)   A specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above.

(d)   A copy of the reporting form PE-1 assigning a NOF number to this
      Agreement, duly sealed by the Bank of Spain.

(e)   A certified copy* of all other resolutions, consents, licences, exemptions
      and filings, corporate, official or otherwise which the Agent may
      reasonably require in connection with this Agreement or any other Finance
      Document.

2.    GUARANTOR

(a)   A certified copy* of the constitutional documents of the Guarantor.

(b)   A certified copy* of a notarised resolution of the board of directors of
      the Guarantor:

      (i)   approving the terms of, and the transactions contemplated by, the
            Finance Documents and Related Contracts to which it is a party and
            resolving that it execute the Finance Documents and Related
            Contracts to which it is a party;

      (ii)  authorising a specified person or persons to execute the Finance
            Documents and Related Contracts to which it is a party on its
            behalf; and

      (iii) authorising a specified person or persons, on its behalf, to sign
            and/or despatch all other documents and notices to be signed and/or
            despatched by it under or in connection with the Finance Documents
            and Related Contracts to which it is a party.

<PAGE>

                                       86

(c)   A specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above.

(d)   A certified copy* of a notarised resolution of the shareholder(s) of the
      Guarantor approving the resolutions referred to in paragraph 3(b) above.

3.    FINANCE DOCUMENTS

(a)   A duly executed original of this Agreement (with evidence satisfactory to
      the Agent that it has been executed in England).

(b)   A Spanish Public Document of the executed original of this Agreement with
      its translation into Spanish.

(c)   A duly executed original of the Newbuilding Assignment (with evidence
      satisfactory to the Agent that it has been executed in England).

(d)   A Spanish Public Document of the executed original of the Newbuilding
      Assignment with its translation into Spanish, together with evidence
      satisfactory to the Agent that such notarisation has taken place before
      any notarisation of the Second Priority Newbuilding Assignment.

(e)   A duly executed original of the General Assignment (with evidence
      satisfactory to the Agent that it has been executed in England).

(f)   Executed original of the General Assignment with its signatures legalised
      by a Spanish Notary Public.

(g)   A duly executed original of the Vessel Management Assignment (with
      evidence satisfactory to the Agent that it has been executed in England).

(h)   Executed original of the Vessel Management Assignment with its signatures
      legalised by a Spanish Notary Public.

(i)   A Spanish Public Document of the executed Pledge of Quota Shares.

(j)   A duly executed original of the Guarantee (with evidence satisfactory to
      the Agent that it has been executed in England).

(k)   Executed original of the Guarantee with its signatures legalised by a
      Spanish Notary Public.

(l)   All share certificates and other documents of title or evidence of
      ownership in relation to the Shares together with all share transfers and
      other documents which may be requested by the Agent.

(o)   A certified copy* of each Related Contract, duly executed.

(p)   A duly executed original of each Fee Letter together with confirmation
      from the Agent of payment by the Borrower of amounts due thereunder.

<PAGE>

                                       87

(q)   A certified copy* of the duly executed original of the novation of the
      Newbuilding Contract, together with evidence satisfactory to the Agent
      that the Effective Date (as defined therein) has occurred.

(r)   Duly executed originals of all notices of assignment required to be served
      under each Security Document referred to above (with evidence satisfactory
      to the Agent that they have each been executed in England) and the
      acknowledgements thereof, duly executed by each relevant counterparty.

4.    OTHER DOCUMENTS

(a)   A copy of any other authorisation or other document, opinion or assurance
      which the Agent considers to be necessary or desirable in connection with
      the entry into and performance of, and the transactions contemplated by,
      any Finance Document or for the validity and enforceability of any Finance
      Document.

(b)   A letter from WFW Legal Services Limited agreeing to its appointment as
      process agent for the Borrower and the Guarantor under the Finance
      Documents.

(c)   Confirmation from the Agent of its satisfaction with a letter of
      undertaking from Repsol YPF S.A. in relation to the underlying gas supply
      contracts.

(d)   Confirmation from JPMorgan Chase Bank, N.A. to the Agent confirming that
      the Earnings Account and the Disbursement Account have been duly opened
      and funded.

(e)   A copy of a power of attorney given by the Borrower to the Spanish
      Security Agent for the purposes of notarising this Agreement and the other
      relevant Finance Documents, duly executed, notarised and apostilled.

(f)   A copy of each Power of Attorney given by each Bank in the form of
      Schedule 8 (Form of Bank's Power of Attorney) duly executed, notarised and
      apostilled.

(g)   Evidence satisfactory to the Agent of entry into a Technical Management
      Agreement by the Borrower with Dorchester Maritime Limited, on terms
      satisfactory to the Agent.

5.    PRE-DELIVERY INSURANCE

(a)   A certified copy of all current Pre-delivery Insurances and Permissible
      Delays Insurances policies in respect of the Vessel.

(b)   Evidence that the name of the Agent has been endorsed on the Pre-delivery
      Insurance policies and on the Permissible Delays Insurances policies as
      additional insured and loss payee.

(c)   A duly executed and notarised notice of assignment (and acknowledgement of
      the same) of the Pre-delivery Insurance and Permissible Delays Insurances
      in respect of the Vessel duly executed by the Borrower substantially in
      the form provided for in the General Assignment and the Newbuilding
      Assignment.

(d)   Fax confirmation from each broker, insurer and club concerned with the
      Pre-delivery Insurance and Permissible Delays Insurances of the Vessel
      that:

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                                       88

      (i)   the relevant cover is in effect;

      (ii)  they will accept notice of assignment of the Pre-delivery Insurance
            and Permissible Delays Insurances in favour of the Agent;

      (iii) they will restrict their lien for unpaid premiums under any fleet
            policy to unpaid premiums in respect of that Vessel only;

      (iv)  they will issue a letter of undertaking in the current LIBA form (in
            the case of Lloyds brokers), substantially in the form provided for
            in the General Assignment and the Newbuilding Assignment (in the
            case of non-Lloyds brokers and insurers other than clubs) or in
            their current standard form (in the case of clubs);

      (v)   they will accept endorsement of a loss payable clause on the
            policies in the form provided for in the General Assignment and the
            Newbuilding Assignment (in the case of brokers and insurers other
            than clubs) or will note the interest of the Agent in the entry for
            the Vessel by way of a loss payable clause in their current standard
            form (in the case of clubs); and

      (vi)  they are not aware of any mortgage, charge, assignment or other
            encumbrance affecting the Pre-delivery Insurance and Permissible
            Delays Insurances with which they are concerned (other than any
            previously disclosed by the Borrower to the Agent in writing).

(e)   Confirmation from the Agent of the Banks' satisfaction with a final
      insurance report prepared by The Miller Insurance Group.

6.    LEGAL OPINIONS

(a)   A legal opinion of Allen & Overy, London office, English legal advisers to
      the Agent, addressed to the Finance Parties.

(b)   A legal opinion of Allen & Overy, Madrid office, Spanish legal advisers to
      the Agent, addressed to the Finance Parties.

(c)   Legal opinions (in-house) in relation to execution by the issuers of the
      Refund Guarantee and the Performance Guarantee.

(d)   A legal opinion of Kim & Chang, Korean legal advisers to the Agent,
      addressed to the Finance Parties, as to the novation and assignment of the
      Newbuilding Contract.

*     Each certified copy document must be certified by a director, officer or
      duly authorised attorney of the Borrower as being true and complete as at
      a date no earlier than the date of this Agreement.

<PAGE>

                                       89

                                   SCHEDULE 3

                  DELIVERY DATE CONDITIONS PRECEDENT DOCUMENTS

1.    BORROWER

(a)   A certified copy of the constitutional documents of the Borrower.

(b)   A certified copy of a notarised resolution of the board of directors of
      the Borrower (unless such a resolution in relation to the issues below is
      still in force):

      (i)   approving the delivery of the Vessel and the terms of, and the
            transactions contemplated by, the Mortgage and resolving that it
            execute the Mortgage;

      (ii)  authorising a specified person or persons to execute the Mortgage on
            its behalf; and

      (iii) authorising a specified person or persons, on its behalf, to sign or
            despatch all other documents and notices to be signed or despatched
            by it under or in connection with the Mortgage.

(c)   A specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above.

(d)   A certified copy of all other resolutions, consents, licences, exemptions
      and filings, corporate, official or otherwise which the Agent may
      reasonably require in connection with the Mortgage.

2.    GUARANTOR

(a)   A certified copy* of the constitutional documents of the Guarantor.

(b)   A certified copy* of a notarised resolution of the board of directors of
      the Guarantor (unless such a resolution in relation to the issues below is
      still in force):

      (i)   approving the terms of, and the transactions contemplated by, the
            Finance Documents and Related Contracts to which it is a party and
            resolving that it execute the Finance Documents and Related
            Contracts to which it is a party;

      (ii)  authorising a specified person or persons to execute the Finance
            Documents and Related Contracts to which it is a party on its
            behalf; and

      (iii) authorising a specified person or persons, on its behalf, to sign
            and/or despatch all other documents and notices to be signed and/or
            despatched by it under or in connection with the Finance Documents
            and Related Contracts to which it is a party.

(c)   A specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above.

(d)   A certified copy* of a notarised resolution of the shareholder(s) of the
      Guarantor approving the resolutions referred to in paragraph 3(b) above.

<PAGE>

                                       90

3.    DOCUMENTS

(a)   A duly executed and notarised original of the Mortgage together with an
      official translation thereof into English.

(b)   A copy of any other authorisation or other document, opinion or assurance
      which the Agent considers to be necessary or desirable in connection with
      the entry into and performance of, and the transactions contemplated by,
      the Security Documents or for the validity and enforceability of either of
      those documents.

4.    THE VESSEL

(a)   Evidence that:

      (i)   the title to the Vessel is held by the Borrower free of all Security
            Interests other than Permitted Liens;

      (ii)  the Vessel is registered in the name of the Borrower as a Canary
            Islands flag ship at the port of Santa Cruz de Tenerife in the
            Canary Islands;

      (iii) there is no Security Interest whatsoever of any kind upon the Vessel
            or the Obligatory Insurances or Earnings of the Vessel other than
            Permitted Liens;

      (iv)  the Mortgage in respect of the Vessel has been duly recorded in the
            Special Registry of Ships of the Canary Islands in accordance with
            Spanish law and constitutes a first priority security interest over
            the Vessel and that all taxes and fees payable to the Special
            Registry of Ships of the Canary Islands in respect of the Vessel
            have been paid in full; and

      (v)   evidence that the Vessel is subject to a safety management system
            which complies with the ISM Code.

(b)   A certified copy* of:

      (i)   a classification certificate in respect of the Vessel showing the
            Vessel to be in class without recommendation, condition or
            qualification;

      (ii)  a valid Interim Safety Management Certificate for the Vessel; and

      (iii) a valid Document of Compliance.

(c)   Confirmation acceptable to the Agent that:

      (i)   the Time Charterer has accepted the Vessel pursuant to the terms of
            the Time Charter; and

      (ii)  the Borrower has accepted the Vessel pursuant to the terms of the
            Newbuilding Contract.

<PAGE>

                                       91

5.    INSURANCE

(a)   A certified copy of all current insurance policies in respect of the
      Vessel.

(b)   A duly executed and notarised notice of assignment (and acknowledgement of
      the same) of the Obligatory Insurances in respect of the Vessel duly
      executed by the Borrower substantially in the form provided for in the
      General Assignment and the Newbuilding Assignment.

(c)   Fax confirmation from each broker, insurer and club concerned with the
      Obligatory Insurances of the Vessel that:

      (i)   the relevant cover is in effect;

      (ii)  they will accept notice of assignment of the Obligatory Insurances
            in favour of the Agent;

      (iii) they will restrict their lien for unpaid premiums under any fleet
            policy to unpaid premiums in respect of that Vessel only;

      (iv)  they will issue a letter of undertaking in the current LIBA form (in
            the case of Lloyds brokers), in the form provided for in the General
            Assignment and the Newbuilding Assignment (in the case of non-Lloyds
            brokers and insurers other than clubs) or in their current standard
            form (in the case of clubs);

      (v)   they will accept endorsement of a loss payable clause on the
            policies in the form provided for in the General Assignment and the
            Newbuilding Assignment (in the case of brokers and insurers other
            than clubs) or will note the interest of the Agent in the entry for
            the Vessel by way of a loss payable clause in their current standard
            form (in the case of clubs); and

      (vi)  they are not aware of any mortgage, charge, assignment or other
            encumbrance affecting the Obligatory Insurances with which they are
            concerned (other than any previously disclosed by the Borrower to
            the Agent in writing).

6.    LEGAL OPINIONS

(a)   A legal opinion of Allen & Overy, London office, English legal advisers to
      the Agent, addressed to the Finance Parties.

(b)   A legal opinion of Allen & Overy, Madrid office, Spanish legal advisers to
      the Agent, addressed to the Finance Parties.

*     Each certified copy document must be certified by a director, officer or
      duly authorised attorney of the Borrower as being true and complete as at
      a date no earlier than the date of this Agreement.

<PAGE>

                                       92

                                   SCHEDULE 4

                                 FORM OF REQUEST

To:   J.P. Morgan Europe Limited as Agent

From: Naviera Teekay Gas S.L.

                                                                 Date: [       ]

                             NAVIERA TEEKAY GAS S.L.
        US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22 FEBRUARY, 2001
             (AS AMENDED, NOVATED OR SUPPLEMENTED FROM TIME TO TIME)

1.    We wish to borrow a Loan from the Banks as follows:

      (a)   Drawdown Date: [ ]

      (b)   Amount: [ ]

      (c)   Term: [ ]

      (d)   Payment Instructions: [ ].

2.    We confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Request.

3.    We hereby specify that the Loan shall be designated as a [General
      Revolving Loan/Distribution Loan].

By:

NAVIERA TEEKAY GAS S.L.
Authorised Signatory

<PAGE>

                                       93

                                   SCHEDULE 5

                          FORM OF NOVATION CERTIFICATE

To:   J.P. Morgan Europe Limited as Agent

From: [THE EXISTING BANK] and [THE NEW BANK]

                                                             Date: [           ]

                             NAVIERA TEEKAY GAS S.L.
        US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22 FEBRUARY, 2001
             (AS AMENDED, NOVATED OR SUPPLEMENTED FROM TIME TO TIME)
                                  HULL NO. 2205

We refer to Clause 27.3 (Procedure for novations).

1.    We [    ] (the "EXISTING BANK") and [    ] (the "NEW BANK") agree to the
      Existing Bank and the New Bank novating all the Existing Bank's rights and
      obligations referred to in the Schedule in accordance with Clause 27.3
      (Procedure for novations).

2.    The specified date for the purposes of Clause 27.3(c) is [date of
      novation].

3.    The Facility Office and address for notices of the New Bank for the
      purposes of Clause 33.2 (Addresses for notices) are set out in the
      Schedule.

4.    This Novation Certificate is governed by English law.

                                  THE SCHEDULE

                      RIGHTS AND OBLIGATIONS TO BE NOVATED

[Details of the rights and obligations of the Existing Bank to be novated].

[NEW BANK]

[Facility Office                          Address for notices]

[Existing Bank]                [New Bank]                         J.P. Morgan
                               International Limited              Europe Limited

By:                            By:                                By:

Date:                          Date:                              Date:
<PAGE>

                                       94

                                   SCHEDULE 6

                        CALCULATION OF THE MANDATORY COST

(a)   For the purpose of paragraph (a) of the definition of Mandatory Cost, the
      Mandatory Cost for a Loan for its Term is the rate determined by the Agent
      to be equal to the arithmetic mean (rounded upward, if necessary, to four
      decimal places) of the respective rates notified by each of the Reference
      Banks to the Agent and calculated in accordance with the following
      formula:

      F x 0.01
      -------- % Per annum
         100

      where on the day of application of the formula F is the charge payable by
      the relevant Bank to the Financial Services Authority under paragraph 2.02
      or 2.03 (as appropriate) of the Fees Regulations (but where for this
      purpose, the figure in paragraph 2.02b and 2.03b will be deemed to be
      zero) expressed in pounds per Pound Sterling 1 million of the fee base of
      the Reference Bank.

(b)   For the purposes of this Schedule 6:

      (i)   "FEE BASE" has the meaning given to it in the Fees Regulations;

      (ii)  "FEES REGULATIONS" means the Banking Supervision (Fees) Regulations
            2000 and/or any other regulations governing the payment of fees for
            banking supervision.

(c)   If a Reference Bank does not supply a rate to the Agent, the applicable
      Mandatory Cost will be determined on the basis of the rate(s) supplied by
      the remaining Reference Banks.

(d)   (i)   The formula is applied on the first day of the Term of the Loan.

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

(e)   If the Agent determines that a change in circumstances has rendered, or
      will render, the formula inappropriate, the Agent (after consultation with
      the Banks) shall notify the Company of the manner in which the Mandatory
      Cost will subsequently be calculated. The manner of calculation so
      notified by the Agent shall, in the absence of manifest error, be binding
      on all the Parties.

<PAGE>
                                       95

                                   SCHEDULE 7

                         FORM OF COMPLIANCE CERTIFICATE

To: J.P. Morgan Europe Limited (as Agent)

From: Naviera Teekay Gas S.L.

  NAVIERA TEEKAY GAS S.L. - US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22
  FEBRUARY, 2001 (AS AMENDED, SUPPLEMENTED OR NOVATED FROM TIME TO TIME) (THE
                       "CREDIT AGREEMENT") HULL NO. 2205

1.    Terms defined in the Credit Agreement have the same meaning in this
      Certificate.

2.    I/We hereby certify that [no Default has occurred and is continuing or is
      outstanding] [a Default under Clause [ ] is outstanding and the following
      steps are being taken to remedy it [ ](1)](1).

3.    The information in this certificate is based on information which has been
      properly extracted from the audited consolidated accounts of the Guarantor
      for the year ended [ ], is clerically accurate and has been calculated in
      accordance with the Credit Agreement.

<PAGE>
                                       96

Yours faithfully,

[_____________________](1)
Chief Executive Officer

[or]

________________________
[Senior Officer]

and

________________________
[Senior Officer]

<PAGE>
                                       97

                                   SCHEDULE 8

                        FORM OF BANK'S POWER OF ATTORNEY

                                POWER OF ATTORNEY

On this ___ day of ______, 2000.

Before me, _______________, Notary Public of _______________, [Country].

Appears Mr. ______________, of legal age, [profession], with address at
______________________________, with passport no. _______________, issued in
___________, on _______________ and I have identified him.

Mr. ________________________________ acts on behalf of [NAME OF THE BANK]
corporate address at [______________] and with company registration number
[__________________]. [NAME OF THE BANK] is a company validly incorporated and
duly existing under the Laws of [_____________].

I have checked the personal identity of the appearer and the appearer has, in my
opinion, the legal authority necessary to validly execute this document on
behalf of [NAME OF THE BANK] [pursuant to a power of attorney granted to him in
a deed executed before a Notary Public of________________, Mr._________________
the ______________ with number _________ of his notarial file] or [in conformity
with a resolution of its board of directors of_____________dated ___________] or
[as director of the company duly appointed on ________________].

By these presents [NAME OF BANK] GRANTS FULL POWERS OF ATTORNEY to:

1.    Mr. Alfonso LOPEZ-IBOR ALINO, lawyer, married, born on 6th December 1947,
      of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of
      Spanish identity card number 246053, to Mr. Eduardo SEBASTIAN DE ERICE y
      MALO DE MOLINA, lawyer, married, born on 19th June 1967, of Spanish
      nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish
      Identity Card number 51388757, to Ms. Marta BERTRAN LOPEZ-IBOR, lawyer,
      single, born on 21st October 1974, of Spanish nationality, domiciled at
      Antonio Maura 7, Madrid, holder of Spanish Identity Card number 2907552,
      to Mr. Jesus Daniel CARNERO PRIETO, lawyer, single, born on 23rd August,
      1974, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder
      of Spanish Identity Card number 44900981 and to Mr. Mariano LOPEZ PENAS,
      lawyer, single, born on 13th July, 1976, of Spanish nationality, domiciled
      at Antonio Maura 7, Madrid, holder of Spanish Identity Card number
      23261045H (each, an "ATTORNEY"), so that any of them, severally, may
      exercise, in the name and stead of [NAME OF THE BANK], the following
      faculties:

      (a)   to appear before a Notary Public and sign and/or raise to the status
            of "escritura publica" or intervened as "poliza" the Senior Facility
            Agreement entered into between Naviera Teekay Gas S.L. as Borrower
            (the "BORROWER"), J.P. Morgan Europe Limited as Agent (the "AGENT"),
            J. P. Morgan plc and J.P. Morgan Bank S.A. as joint arrangers, J.P.
            Morgan Bank S.A. (in this capacity, the "SPANISH SECURITY AGENT")
            and the several banks and financial institutions referred to therein
            as the banks (the "BANKS") (as supplemented and amended from time to
            time, the "SENIOR FACILITY AGREEMENT");

<PAGE>
                                       98

      (b)   to appear before a Notary Public and accept any mortgage,
            assignment, swap agreement, pledge over shares or any other real or
            personal guarantee granted in favour, among others, of [NAME OF THE
            BANK] in its capacity as a Bank, including a mortgage over any real
            estate or vessels owned by the Borrower , fixing their price for the
            purposes of an auction and the address for serving of notices and
            submitting to the jurisdiction of law courts by waiving its own
            forum, and release such mortgage, all of the foregoing under the
            terms and conditions which the Attorney may freely agree, signing
            the notarial deed ("escritura publica") of mortgage;

      (c)   to ratify, if necessary or convenient any such "escritura publica"
            executed by an orally appointed representative in the name or on
            behalf of [NAME OF THE BANK];

      (d)   to execute (under hand or personal seal) and/or do any and all
            deeds, documents, acts and things, including the signing of
            approvals or forms required before the Spanish Tax Authorities,
            and/or the execution of any further notarial deed of amendment
            ("escritura publica de rectificacion o subsanacion") that may be
            required for the purpose of sub-paragraphs (a), (b), (c) or (d)
            above; and

      (e)   to execute (under hand or personal seal) and/or do any and all
            deeds, documents, acts and things which the Attorney may consider
            necessary or expedient for the purpose or in connection with
            sub-paragraphs (a), (b), (c), (d) or (e) above;

2.    J.P. MORGAN BANK S.A. with corporate address at [ ] and with company
      registration number [ ] acting as joint and several creditor and in its
      capacity as Spanish Security Agent as its attorney (an "ATTORNEY"), so
      that it may exercise, in the name and stead of [NAME OF THE BANK], the
      following faculties:

      (a)   to execute, administer and enforce the documents mentioned in Clause
            1 sub-paragraphs (c) and (d) above and, insofar as they relate to
            the documents referred to in Clause 1 sub-paragraphs (c) and (d)
            above, Clause 1 sub-paragraphs (e) and (f) above, as well as any
            type of pledge and/or assignment granted in favour, among others, of
            [NAME OF THE BANK] in its capacity as a Bank;

      (b)   to ratify, if necessary or convenient any such "escritura publica"
            executed by an orally appointed representative in the name or on
            behalf of [NAME OF THE BANK]; and

      (c)   to execute (under hand or personal seal), administer and enforce
            and/or do any and all deeds, documents, acts and things which it may
            consider necessary or expedient for the purpose or in connection
            with sub-paragraphs (a) and (b) above; and

3.    J.P. MORGAN EUROPE LIMITED with corporate address at 125 London Wall,
      London Wall, London EC2Y 5AJ and with company registration number 00938937
      in its capacity as Agent for the Finance Parties (as defined in the Senior
      Facility Agreement) as its attorney (an "ATTORNEY"), so that it may
      exercise, in the name and stead of [NAME OF THE BANK], the following
      faculties:

<PAGE>
                                       99

      (a)   to execute, administer and enforce the document mentioned in Clause
            1 sub-paragraph (b) above and, insofar as they relate to the
            documents referred to in Clause 1 sub-paragraph (b) above, Clause 1
            sub-paragraphs (e) and (f) above, as well as any type of pledge
            and/or assignment granted in favour, among others, of [NAME OF THE
            BANK] in its capacity as a Bank;

      (b)   to ratify, if necessary or convenient any such "escritura publica"
            executed by an orally appointed representative in the name or on
            behalf of [NAME OF THE BANK]; and

      (c)   to execute (under hand or personal seal), administer and enforce
            and/or do any and all deeds, documents, acts and things which it may
            consider necessary or expedient for the purpose or in connection
            with sub-paragraphs (a) and (b) above.

I certify and attest that all the formalities requested by the laws of ________
for the validity of this instrument have been duly complied with and that under
the laws of _________ this Power of Attorney does not required to be registered
in any public registry.

In witness whereof the undersigned has caused these powers of attorney to be
executed as a deed in ____________, this _______ day of _______________ 2000.

Executed as a deed by
[NAME OF THE BANK]

Acting by Mr._______________                      Signature of the Notary Public

(Signature of the Notary public legalised in accordance with the apostille
procedure provided for under The Hague Convention of 5th October, 1961).

<PAGE>
                                      100

                                   SCHEDULE 9

                     FORM OF DEED OF ASSIGNMENT OF INTEREST

In Madrid, my residence, on the ___________________, 2000

Before me, ___________________________, Notary Public of Madrid and of its Bar.

                                     APPEAR

OF ONE PART, Mr. ________________________, [details of the appearer to be filled
in by the Spanish notary public]

ON THE SECOND PART, Mr.__________________________________, [details of the
appearer to be filled in by the Spanish notary public]

AND Mr. ______________________________________, [details of the appearer to be
filled in by the Spanish notary public]

                                     WHO ACT

Mr. _____________________________, on behalf of [EXISTING BANK], [details of the
Existing Bank and of the appearer's notarised and apostilled powers of attorney
to be filled in by the Spanish notary public].

Mr. _____________________________ acts on behalf of [NEW BANK], [details of the
New Bank and of the appearer's notarised and apostilled powers of attorney to be
filled in by the Spanish notary public].

Mr. ______________________________ acts on behalf of J.P. Morgan Bank S.A. as
Spanish Security Agent, [details of the Agent and of the appearer's notarised
and apostilled powers of attorney to be filled in by the Spanish notary public].

                                     WHEREAS

I.    [EXISTING BANK] is party to a US$100,000,000 Senior Revolving Credit
      Facility Agreement dated 22 February, 2001 as amended by a first
      supplemental agreement dated [ ], 2005 (the "SENIOR FACILITY AGREEMENT")
      between, inter alia, the Spanish company Naviera Teekay Gas S.L. as
      Borrower (the "BORROWER"), the Existing Bank, J.P. Morgan Bank S.A. as
      Spanish Security Agent and J.P. Morgan Europe Limited as Agent and the
      other parties named therein.

II.   The Senior Facility Agreement is secured, inter alia, with the following
      Spanish law security documents (hereinafter together the "SPANISH SECURITY
      DOCUMENTS"):

      (i)   Mortgage over a 140,500 cmb LNG carrying vessel with Hull Number
            2205 dated _________________ (the "MORTGAGE") relating to the Senior
            Facility Agreement granted by

<PAGE>
                                      101

            the Borrower under a notarial deed authorised by the Notary Public
            of [Madrid] Mr. ______________________ under number _______ of his
            notarial file, and recorded in the [Mercantile Registry of the
            Canary Islands] under Book ______, Folio _______, on the
            _________________.

      (ii)  Pledge over the shares in the Borrower, dated _____________ (the
            "PLEDGE") relating to the Senior Facility Agreement granted by
            [insert details of current shareholders/pledgors] in a notarial deed
            authorised by the Notary Public of [Madrid] Mr. ___________________
            under number _____ of his notarial file.

III.  Under a Novation Agreement dated ____________ (the "NOVATION AGREEMENT")
      between [EXISTING BANK] and [NEW BANK] and the Agent, the [EXISTING BANK]
      has assigned to [NEW BANK] [part/all] its rights, obligations and
      commitments under the Senior Facility Agreement with effect as of
      [_______________], including, but not limited, all its rights under the
      Spanish Security Documents.

IV.   [EXISTING BANK] and [NEW BANK] have agreed to formalise the Novation
      Agreement for purposes of Spanish law, and in particular, to validly
      assign its rights under the Mortgage and to permit the registration of the
      assignment of the Mortgage in the [Mercantile Registry of the Canary
      Islands].

                                     CLAUSES

FIRST: The [EXISTING BANK] and [NEW BANK], with the assistance of the Spanish
Security Agent, hereby formalise the Novation Agreement in this notarial deed
delivering to me, the Notary, an original executed copy of the Novation
Certificate, which the parties ratify in its entirety, together with its
certified translation into Spanish, and are hereby incorporated unto this
notarial deed.

The New Bank hereby declares that he knows the terms and conditions of the
Senior Facility Agreement and of the Spanish Security Documents, which it
ratifies in its entirety.

SECOND: For the purposes of Spanish law, the Existing Bank has assigned
[part/all] of its commitments, rights and obligations under the Senior Facility
Agreement as follows:

[details of the portion assigned]

THIRD: The assignment described in the foregoing clauses implies the assignment
of all documents granted as security thereof, including the Spanish Security
Agreements. For such purposes, the portion that the Existing Bank and the New
Bank will have under the Spanish Security Documents will be as follows:

[details of the portion of the Existing Bank and of the portion of the New Bank]

Specifically, for the purposes of clause ________  of the Mortgage, the parties
hereby establish that the share of each the Existing Bank and the New Bank is
fixed as follows:

[details of the portion of the Existing Bank and of the portion of the New Bank
for the purposes of the Mortgage]

FOURTH: [NEW BANK] hereby requests the registration of the Novation Agreement
and of the assignment under the Mortgage in the [Mercantile Registry of the
Canary Islands], and hereby

<PAGE>
                                      102

appoints Mr. [______________] and/or Mr. [______________], so that any of them
may file this notarial deed with the relevant public registry in order to
register the assignment of the Mortgage with the registry, and if applicable to
give notice to the Borrower so that the Novation Agreement and the assignment of
the Pledge is duly recorded in the Registry Book of Share of the Borrower.

For the above purposes, if in the examination of this notarial deed, the
Registrar considers that any clause, provision, paragraph, sub-paragraph line or
mention of this deed is not recordable, the parties hereby expressly accept his
opinion and hereby renounce to the registration of such clause, provision,
paragraph, sub-paragraph line or mention, and specifically requests the partial
registration of this deed, so that the assignment of the Mortgage is duly
recorded.

The parties agree, through their attorneys, to execute any and all deeds,
documents, acts and things that they may consider necessary or expedient to duly
register the assignment of the Mortgage to [NEW BANK].

FIFTH: All the costs and expenses derived from the execution of this deed will
be borne by [NEW BANK].

SIXTH: This notarial deed of assignment is governed by Spanish law. [EXISTING
BANK] and [NEW BANK] submit for any litigation which may derive from this deed
to the non-exclusive jurisdiction and competence of the Courts of the city
[Madrid].

So it is said and accepted by the appearers in their capacity as they act, whom
I orally admonish about the legal implications.

After reading this notarial deed, the appearers agree to it, approve it, ratify
it and sign with me, the Notary.

<PAGE>
                                      103

                                   SIGNATORIES

BORROWER

NAVIERA TEEKAY GAS S.L.

By:

BANKS

J.P. MORGAN BANK S.A.

By:

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:

COMMERZBANK AKTIENGESELLSCHAFT, SUCURSAL EN ESPANA

By:

CALYON

By:

MIZUHO CORPORATE BANK LTD., SUCURSAL EN ESPANA

By:

VEREINS - UND WESTBANK AG

By:

BANCO BPI - SUCURSAL FINANCEIRA EXTERIOR EM SANTA MARIA

By:

AGENT

J.P. MORGAN EUROPE LIMITED

By:

<PAGE>
                                      104

SPANISH SECURITY AGENT

J.P. MORGAN BANK S.A.

By:

ARRANGER

J. P. MORGAN plc

By:

J.P. MORGAN BANK S.A.

By:

<PAGE>

NUMBER [___]

                                   APPENDIX A

                      NOTARIAL DEED OF MORTGAGE OVER VESSEL

                                [TO BE INSERTED]

<PAGE>

Draft: 4.04.2005

                                    AGREEMENT

                            DATED 22nd February, 2001

                                 US$100,000,000

                            REVOLVING CREDIT FACILITY

                             NAVIERA TEEKAY GAS S.L.
                                   as Borrower

                  THE SEVERAL BANKS AND FINANCIAL INSTITUTIONS
                                    as Banks

                           J.P. MORGAN EUROPE LIMITED
                                    as Agent

                                       and

                              J.P. MORGAN BANK S.A.
                            as Spanish Security Agent

                             as jointly arranged by

                                J. P. MORGAN plc

                                       and

                              J.P. MORGAN BANK S.A.

                            [ALLEN & OVERY LLP LOGO]
                                     LONDON

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>                                                                         <C>
1.       Interpretation....................................................   1
2.       The Facility......................................................  19
3.       Purpose...........................................................  20
4.       Conditions Precedent..............................................  20
5.       Drawdown..........................................................  21
6.       Repayment.........................................................  21
7.       Prepayment and Cancellation.......................................  22
8.       Interest..........................................................  24
9.       Terms.............................................................  25
10.      Payments..........................................................  26
11.      Taxes.............................................................  28
12.      Market Disruption.................................................  29
13.      Increased Costs...................................................  30
14.      Illegality........................................................  31
15.      Mitigation........................................................  32
16.      Representations and Warranties....................................  32
17.      Undertakings......................................................  37
18.      Valuation.........................................................  56
19.      Default...........................................................  56
20.      The Agent and the Finance Parties.................................  60
21.      Fees..............................................................  68
22.      Expenses..........................................................  69
23.      Stamp Duties......................................................  69
24.      Indemnities and Break Costs.......................................  69
25.      Evidence and Calculations.........................................  73
26.      Amendments and Waivers............................................  74
27.      Changes to the Parties............................................  75
28.      Disclosure of Information.........................................  77
29.      Set-off...........................................................  78
30.      Pro Rata Sharing..................................................  78
31.      Severability......................................................  79
32.      Counterparts......................................................  79
33.      Notices...........................................................  80
34.      Language..........................................................  81
35.      Jurisdiction......................................................  81
36.      Governing Law.....................................................  83
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCHEDULES                                                                  PAGE
<S>                                                                        <C>
1.       Banks and Commitments............................................   84
2.       Initial Conditions Precedent Documents...........................   85
3.       Delivery Date Conditions Precedent Documents.....................   89
4.       Form of Request..................................................   92
5.       Form of Novation Certificate.....................................   93
6.       Calculation of the Mandatory Cost................................   94
7.       Form of Compliance Certificate...................................   95
8.       Form of Bank's Power of Attorney.................................   97
9.       Form of Deed of Assignment of Interest...........................  100

SIGNATORIES...............................................................  103
</TABLE>